| Pervasive Software, Inc. | |||
| (www.pervasive-sw.com) | |||
| Ticker: | PVSW | 8834 Capital of Texas Highway | |
| Exchange: | NASDAQ-National Market | Austin, TX 78759 | |
| Industry: | High-Tech (SIC Code 7372) | (512) 794-1719 | |
| # of Employees: | 168 | ||
| Type of Shares: | Common Shares | Filing Date: | 7/28/97 | |
| U.S. Shares: | 4,000,000 | Offer Date: | 9/26/97 | |
| Non-U.S. Shares: | 0 | Filing Range: | $8.00 - $10.00 | |
| Primary Shares: | 2,000,000 | Offer Price: | $10.00 | |
| Secondary Shares: | 2,000,000 | Gross Spread: | ||
| Offering Amount: | $36,000,000 | Selling: | ||
| Expenses: | $1,150,000 | Reallowance: | ||
| Shares Out After: | 13,104,743 |
| Manager | Tier | Phone |
| Robertson, Stephens & Company | Lead Manager | (415) 989-8500 |
| First Albany Corporation | Co-manager | (518) 447-8641 |
| UBS Securities Inc. | Co-manager | (212) 821-4510 |
| Issuer's Law Firm: | Gunderson Dettmer Stough Villeneuve Franklin |
| Bank's Law Firm: | Brobeck, Phleger & Harrison |
| Auditor: | Ernst & Young |
Dollar amounts in U.S. millions except for per share data | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 6/30/97 | 6/30/97 | ||||
| Revenue: | $24.48 | Assets: | $10.45 | ||
| Net Income: | $1.59 | Curr Assets: | $7.91 | ||
| EPS: | $0.12 | Liabilities: | $6.81 | ||
| Prior EPS: | Curr Liabilities: | $6.12 | |||
| Cash Flow/Oper: | $3.50 | Equity: | $3.63 | ||
| Cash Flow/Fin: | -$0.17 | Cash: | $4.06 | ||
| Cash Flow/Inv: | -$1.93 | Working Cap: | $1.79 | ||
| Business Description |
| The company is a leading provider of embedded database software designed to enable the cost-effective development, deployment and support of low-maintenance, packaged client/server applications. The company's database engines, Btrieve and Scalable SQL, are well suited for integration by software developers into business-critical applications that are reliable and scalable and can be rapidly deployed. These products enable independent software vendors and value added resellers to develop, deploy and support packaged client/server applications that provide robust functionality and low overall cost of ownership to end users. In addition, the company's comprehensive approach to selling, amarketing and supporting its products is designed to address the specific needs of ISVs, VARs, in-house development organizations and their end users. |
| Competition |
| The market for the Company's products is intensely competitive and subject to rapid change. The Company primarily encounters competition from large, public companies, including Microsoft, Oracle, Informix, Sybase and IBM. Each of these companies offers database software products competitive with the Company's products. In particular, Sybase offers a small memory footprint database software product, SQL Anywhere, which directly competes with the Company's Scalable SQL product. In addition, because there are relatively low barriers to entry in the software market, the Company may encounter additional competition from other established and emerging companies. Most of the Company's competitors have longer operating histories, significantly greater financial, technical, marketing and other resources than the Company, significantly greater name recognition and a larger installed base of customers. As a result, the Company's competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements, or to devote greater resources to the development, promotion and sale of competitive products, than can the Company. There is also a substantial risk that announcements of competing products by large competitors such as Microsoft or Oracle could result in the cancellation of customer orders in anticipation of the introduction of such new products. In addition, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address customer needs and which may limit the Company's ability to sell its products through particular distribution partners. Accordingly, new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. The Company also expects that competition will increase as a result of software industry consolidation. Increased competition is likely to result in price reductions, fewer customer orders, reduced margins and loss of market share, any of which could materially adversely affect the Company. There can be no assurance that the Company will be able to compete successfully against current and future competitors or that the competitive pressures faced by the Company will not materially adversely affect its business, operating results and financial condition. |
| Business Plan |
| The company's objective is to be the leading provider of embedded database products for packaged client/server applications. The company has tailored its database software products to meet the specific needs of ISVs and VARs that are developing solutions for small and mid-sized organizations and departments of larger organizations. Key elements of the company's strategy include: (I) Extend Technology Leadership into New Markets, (ii) Continue to Leverage Indirect Channel Model, (iii) Focus on Microsoft Platforms, (iv) Leverage Installed Base, (v) Continue Client-Based "Seeding" Strategy and (vi) Expand Global Distribution Capabilities. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for working capital and general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Nancy R. and Douglas W. Woodward | 42.00% | |
| Joseph C. Aragona | 21.00% | |
| Funds affiliated with Austin Ventures | 21.00% | |
| Novell, Inc. | 13.50% | |
| Ron R. Harris | 12.80% | |
| Triad Ventures Limited, II | 5.50% | |
| Funds affiliated with Applied Technology | 5.50% | |
| David A. Boucher | 5.50% |
| Officer Name | Title | Age |
| James R. Offerdahl | Chief Financial Chief Financial Officer, Vice President, Finance and Administration Secretary | 40 |
| Timoth Abels | Chief Technical Officer | 38 |
| Nancy R. Woodward | Director and Chairman of the Board | 41 |
| Ron R. Harris | President, Chief Executive Officer and Director | 44 |
| Marcus D. Marshall | Vice President, Customer Engineering | 45 |
| Gordon A. Leaman | Vice President, International Sales | 50 |
| Robert J. Adams, Jr. | Vice President, Marketing and Inside Sales | 38 |
| Theodule J. Doucet, Jr. | Vice President, Strategic Sales | 40 |