Crossz Software Corporation
Proposed Ticker:CRSZ 60 Charles Lindbergh Boulevard
Exchange:NASDAQ-Small Cap Market Uniondale, NY 11553
Industry:High-Tech (SIC Code 7372) (516) 228-8500
# of Employees:0

Filing Information
Type of Shares:Common Shares Filing Date:8/29/97
U.S. Shares Filed:2,500,000 Filing Range:$6.00 - $8.00
Non-U.S. Shares Filed:0 Offering Amount: $17,500,000
Primary Shares:2,500,000 Expenses: -
Secondary Shares:0 Shares Out After:7,672,961

Primary Underwriting Group
ManagerTierPhone
GKN SecuritiesLead Manager (212) 208-6660
Barington Capital Group, L.P.Co-manager (212) 974-5700

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Olshan Grundman Frome & Rosenzweig
Bank's Law Firm: Graubard Mollen Horowitz Pomeranz & Shapiro
Auditor: Price Waterhouse
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$1.90$0.50$0.92Assets:$2.50
Net Income:-$4.92-$3.51-$1.94Curr Assets:$0.41
EPS:-$0.99-$0.58Liabilities:$5.43
Prior EPS:-$2.29-$2.36Curr Liabilities:$3.11
Cash Flow/Oper:-$5.54$1.22$4.84Equity:-$2.92
Cash Flow/Fin:$8.31-$0.23-$0.88Cash:$0.07
Cash Flow/Inv:-$1.46-$0.23Working Cap:-$2.70

Business Description
The company develops and markets proprietary business intelligence software solutions that enable business managers to make strategic decisions, leveraging existing corporate data. Through the evolution of technology, businesses operating in large customer base and transaction intensive industries, such as telecommunications and banking, have dramatically increased their ability to gather and store large amounts of data generated from various sources. The Company developed its products in response to the need to analyze the increasing volumes of data that businesses accumulate. Such data contains information, that if extracted effectively and efficiently, can be used to enhance strategic corporate development. While companies have invested heavily in capturing data, they have only recently begun to focus significant resources on the management and analysis of such data; consequently, the data gathering and analysis industry is experiencing significant growth.

Competition
The market in which the Company competes is intensely competitive, highly fragmented and characterized by rapidly changing technology and a lack of standards. The Company's current and prospective competitors offer a variety of data mining and multidimensional data mart software solutions and generally fall within five categories: (i) vendors of multidimensional database and analysis software such as Oracle (Express) Arbor (Essbase) and Pilot Software (Pilot Lightship Server); (ii) vendors of OLAP/relational database software such as Informix (Metacube), Information Advantage (Decision Suite) and Holistic Systems (Holos); (iii) vendors of desktop based data mining software, such as Business Objects (BusinessMiner), Cognos (Scenario), Agnoss (Knowledge Seeker) and DataMind (DataCruncher); (iv) vendors of server based multiprocessor data mining software such as Thinking Machines (Darwin), Neovista (Neovista) and Hyperparallel (Hyperparallel) and (v) vendors of vertical software applications for budgeting and financial consolidation, such as Hyperion Software Corporation (Hyperion and FYPlan) and consulting vendors such as Coopers & Lybrand, Arthur Andersen and Deloitte & Touche, who focus on customer applications in the telecommunications, banking, insurance and retail industries. The Company has experienced and expects to continue to experience increased competition from current and potential competitors, many of whom have significantly greater financial, technical, marketing and other resources than the Company. Such competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sales of their products than the Company. Also, certain current and potential competitors may have greater namerecognition or more extensive customer bases that could be leveraged, thereby gaining market share to the Company's detriment. The Company expects additional competition as other established and emerging companies enter into the OLAP software market and new products and technologies are introduced. Increased competition could result in price reductions, fewer customer orders, reduced gross margins and loss of market share, any of which would materially adversely affect the Company's business, operating results and financial condition. Current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing the ability of their products to address the needs of the Company's prospective customers. The Company's current or future indirect channel partners may establish cooperative relationships with current or potential competitors of the Company, thereby limiting the Company's ability to sell its products through particular distribution channels. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. Such competition could materially adversely affect the Company's ability to obtain new contracts and maintenance and support renewals for existing contracts on terms favorable to the Company. Further, competitive pressures may require the Company to reduce the price of Voyager and QueryObject System, which would materially adversely affect the Company's business, operating results and financial condition. There can be no assurance that the Company will be able to compete successfully against current and future competitors, and the failure to do so would have a material adverse effect upon its business, operating results and financial condition. The Company competes on the basis of certain factors, including product quality, first-to-market product capabilities, product performance, ease of use and customer support. The Company believes it presently competes favorably with respect to each of these factors. However, the Company's market is still evolving and there can be no assurance that the Company will be able to compete successfully against current and future competitors and the failure to do so successfully will have a material adverse affect upon the its business, operating results and financial condition.

Business Plan
The company's objective is to establish Voyager and QueryObject System technology as a ubiquitous data mining and data mart standard and become the leading worldwide provider of integrated data mining/data mart software products for business intelligence applications. Key elements of the company's strategy include: (I) Establish Technology Leadership, (ii) Develop Strategic Relationships, (iii) Expand Open Systems Approach, (iv) Leverage Existing Investments in Information Technology, (v) Target Horizontal Markets/New Applications and Markets, (vi) Provide Superior Customer Service and (vii) Expand Sales and Marketing Capabilities.

Use of Proceeds
The proceeds from the proposed offering will be used to repay the Bridge Notes and the second interim Financing Notes, for research and development; and working capital and for general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Barry Rubenstein19.80%13.50%
Irwin Lieber14.60%9.90%
John Walecka13.90%9.40%
Brentwood Associates, L.P. VII13.50%9.10%
Wheatley Partners, L.P.12.80%8.60%
Wheatley Foreign Partners, L.P.12.80%8.60%
Mark A. Chroscielewski8.60%5.80%
Andre Szykier8.20%5.50%
Dwight E. Lee7.70%5.20%
James S. Thompson6.00%4.00%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Mark A. ChroscielewskiChairman of the Board, President and Chief Executive Officer40
Andre SzykierExecutive Vice President, Chief Technology Officer and Director53
Deepak MohanVice President of Engineering35
Daniel M. PessVice President of Finance and Administration, Chief Financial Officer and Secretary44
Robert A. ThompsonVice President of Marketing48

©1997 IPO Data Systems, Inc. - All rights reserved.