FlexiInternational Software, Inc.
Ticker:FLXI Two Enterprise Drive
Exchange:NASDAQ-National Market Shelton, CT 06484
Industry:High-Tech (SIC Code 7372) (203) 925-3040
# of Employees:138

Offering Information
Type of Shares:Common Shares Filing Date:10/21/97
U.S. Shares:3,000,000 Offer Date:12/11/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:2,250,000 Offer Price:$11.00
Secondary Shares:750,000 Gross Spread:$0.77
Offering Amount: $33,000,000 Selling:$0.44
Expenses:$750,000 Reallowance:$0.10
Shares Out After:16,274,764

Primary Underwriting Group
ManagerTierPhone
BT Alex BrownLead Manager (410) 727-1700
Hambrecht & Quist IncorporatedCo-manager (415) 439-3626
Wessels, Arnold & HendersonCo-manager (612) 373-6105

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Hale and Dorr
Bank's Law Firm: Goodwin Procter & Hoar
Auditor: Price Waterhouse

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$8.35$12.46$5.14Assets:$10.23
Net Income:-$7.45-$4.64-$5.96Curr Assets:$8.95
EPS:-$0.69-$0.33Liabilities:$22.96
Prior EPS:-$5.47-$5.08Curr Liabilities:$7.28
Cash Flow/Oper:-$6.22$6.03$6.80Equity:-$12.73
Cash Flow/Fin:$9.90-$0.57-$0.27Cash:$3.26
Cash Flow/Inv:-$0.42-$0.57Working Cap:$1.67

Business Description
The company designs, develops, markets and supports the Flexi family of financial and accounting software applications and related tools. The Flexi solution -- FlexiFinancials, FlexiInfoSuite and FlexiTools -- is designed to address the needs of users with sophisticated financial accounting requirements. The Company believes that the solution's distributed, object-oriented, component-based architecture provides significant advantages over traditional financial accounting software, including greater transaction throughput and scalability, ease of implementation, modification and use, and reduced cost of ownership. Flexi products are designed to support new technologies as they develop, including the Internet and corporate intranets, can be modified quickly and efficiently by users to create tailored business solutions, and can readily be integrated with new applications to support evolving business processes.

Competition
The market for the Company's financial accounting software products and services is intensely competitive and characterized by rapid changes in technology and the frequent introduction of new products. The Company's principal competitors in the financial accounting software market include PeopleSoft, Inc., SAP AG, Oracle Corporation, GEAC Computer Corporation Limited, SQL Financials International, Inc. and Lawson Software. The Company also faces competition from providers of industry-specific applications as well as indirect competition from in-house, custom-developed financial management applications. A number of the Company's competitors are more established, benefit from greater name recognition and have substantially greater financial, technical and marketing resources than the Company and its FIPs and distributors. Moreover, other than the need for financial and technical expertise, there are no significant proprietary or other technological barriers to entry in the financial accounting software market. The Company believes that the principal factors affecting competition in the financial accounting software market include product flexibility, performance, functionality and features, use of standards-based technology, quality of support and service, company reputation, price and overall cost of ownership.

Business Plan
The Company's goal is to establish itself as a global leader in the financial accounting software market. Key elements of the Company's strategy include: (I) Extend Technology Leadership, (ii) Target Users with Sophisticated Financial Accounting Requirements, (iii) Focus on Reduced Cost of Ownership, (iv) Leverage Strategic Relationships and (v) Expand Sales and Distribution Resources.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and general corporate purposes.

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