Landmark Systems Corporation
Ticker:LDMK 8000 Towers Crescent Drive
Exchange:NASDAQ-National Market Vienna, VA 22182
Industry:High-Tech (SIC Code 7372) (703) 902-8000
# of Employees:247

Offering Information
Type of Shares:Common Shares Filing Date:9/15/97
U.S. Shares:3,200,000 Offer Date:11/17/97
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:2,000,000 Offer Price:$7.00
Secondary Shares:1,200,000 Gross Spread:$0.49
Offering Amount: $28,800,000 Selling:$0.29
Expenses:$620,000 Reallowance:$0.10
Shares Out After:10,761,051

Primary Underwriting Group
ManagerTierPhone
Unterberg HarrisLead Manager (212) 572-8060
Wheat First Butcher & Singer Capital MarketsCo-manager (804) 782-3278

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Shaw, Pittman, Potts & Trowbridge
Bank's Law Firm: Akin, Gump, Strauss, Hauer & Feld
Auditor: Price Waterhouse

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:$36.56$19.95$17.28Assets:$27.95
Net Income:-$1.20$0.53-$1.58Curr Assets:$17.37
EPS:-$0.13$0.05-$0.17Liabilities:$24.22
Prior EPS:$1.94$2.33Curr Liabilities:$20.13
Cash Flow/Oper:$4.14$1.07-$0.31Equity:$3.72
Cash Flow/Fin:-$2.64-$0.80-$0.88Cash:$2.58
Cash Flow/Inv:$1.46-$0.80Working Cap:-$2.76

Business Description
The company is a leading provider of performance management software products which measure, analyze, report and predict performance for both mainframe and client/server computing environments. The company's PerformanceWorks product family is distinct in its ability to monitor the key components of a computing environment, provide early warning of potential system problems and enable effective planning for changes in the computing environment. The Company believes these capabilities improve user productivity, reduce computing costs, increase system availability and optimize use of system resources. The company's products address performance management across leading hardware platforms, operating systems from DEC, Hewlett-Packard, IBM, Microsoft and Sun and databases consisting of DB2, Oracle, SQL Server and Sybase. As of June 30, 1997, the company had licensed over 14,700 copies of its products to over 3,900 customers worldwide.

Competition
The market for performance management software is intensely competitive, fragmented and characterized by increasingly rapid technological developments, evolving standards and rapid changes in customer requirements. To maintain and improve its position in this market, Landmark is enhancing current products and the inter-operability of its products with one another and developing new products. Landmark competes primarily with vendors that provide mainframe performance management software and vendors that provide client/server performance management software. The Company believes that principal competitors with respect to mainframe performance management software products include Candle Corporation and Boole and Babbage, Inc. In the client/server market, Landmark believes that its principal competitors include BMC Software, Inc., Compuware Corporation, BGS Systems Inc. and Platinum technologies, inc. The Company believes that no single principal competitor currently offers products in each of the mainframe, UNIX and Windows NT operating environments. Some of the Company's competitors have longer operating histories and substantially greater financial, technical, sales, marketing and other resources, as well as greater name recognition and a larger customer base, than those of the Company. The Company's current and future competitors could introduce products with more features, greater scalability, increased functionality and lower prices than the Company's products. These competitors could also bundle existing or new products with other, more established products in order to compete with the Company. The Company's focus on performance management software may be a disadvantage competing with vendors that offer a broader range of products. Moreover, as the client/server performance management software market develops, a number of companies with significantly greater resources than those of the Company could increase their presence in this market by acquiring or forming strategic alliances with competitors or business partners of the Company. In addition, due to potentially lower barriers to entry for platform-specific niche products in the performance management software market, the Company believes that emerging companies may enter this market, particularly in the client/server environment. Increased competition is likely to result in price reductions, reduced gross margins and loss of market share, any of which could materially and adversely affect the Company's business, financial condition and results of operations. Any material reduction in the price of the Company's products would negatively affect gross margins and would require the Company to increase software unit sales in order to maintain gross profits. 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 the Company's business, financial condition and results of operation. The principal competitive factors affecting the market for Landmark's products are functionality and features (including breadth of data collection, data management, integration and modeling), product quality, platform coverage, product architecture, price, customer support and name recognition. Based on thesefactors, the Company believes that it has competed effectively to date. In the future, Landmark will be required to respond promptly and effectively to the challenges of technological change, its competitors' innovations and customer requirements. There can be no assurance that Landmark will be able to provide products that compare favorably with the products of the Company's competitors or that competitive pressures will not require the Company to reduce its prices.

Business Plan
The Company's strategy is to enhance, extend and expand its product offerings, to capitalize on its large installed customer base, to strengthen its distribution capability and to grow through acquisitions and partnering arrangements.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including sales and marketing, working capital, research and development, capital expenditures and potential acquisitions.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Patrick H. McGettigan52.70%37.10%
Katherine K. Clark27.50%22.10%
Jeffrey H. Bergman9.20%2.90%
Henry D. Barratt, Jr.6.70%5.40%
Blue Water Strategic Fund I, LLC6.70%5.40%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Patrick H. McGettiganChairman of the Board of Directors56
Katherine K. ClarkChief Executive Officer and Director40
Ralph E. AlexanderPresident, Chief Operating Officer, Chief Financial Officer, Treasurer, Secretary and Director51
Andrew L. McCaskerVice President, Distributed Products34
Leslie J. CollinsVice President, Finance and Controller41
Roger A. PhilipsVice President, International Sales51
John D. HunterVice President, Mainframe Products50
Mark E. KnechtVice President, Marketing and Business Development47
Thoedore L. CruseVice President, North American Sales38

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