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First Virtual Corporation
3393 Octavius Drive, Suite 102, Santa Clara, CA 95054 * (408) 567-7200

The company provides a high quality, cost effective video networking solution that integrates video with voice and data.

Primary Underwriting Group
ManagerTierPhone
BancAmerica Robertson StephensLead Manager (415) 989-8500
Hambrecht & Quist IncorporatedCo-manager (415) 439-3626

Offering Information
NASNTL:FVCX High-Tech: SIC 3577
Type of Shares:Common Shares Filing Date:10/24/97
U.S. Shares:2,880,000 Offer Date:4/30/98
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:2,700,000 Offer Price:$13.00
Secondary Shares:180,000 Gross Spread:$0.00
Offering Amount: $37,440,000 Selling:$0.00
Expenses:$900,000 Reallowance:$0.00
Post-IPO Shares:14,931,100
Employees:54

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Cooley Godward Castro Huddleson & Tatum
Bank's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Registrar/Transfer Agent: American Securities Transfer, Inc
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
Audited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$12.09$11.12$8.15Assets:$7.39
Net Income:-$2.24-$4.23-$2.00Curr Assets:$6.08
EPS:-$0.17-$0.31-$0.15Liabilities:$6.49
Prior EPS:Curr Liab:$5.78
Cash Flow/Oper:-$4.40-$1.93-$2.52Equity:$0.90
Cash Flow/Fin:$2.82$3.14$1.77Cash:$1.51
Cash Flow/Inv:-$0.53-$0.38-$0.30Working Cap:$0.30

Competition
The video networking industry is becoming increasingly competitive. As an end-to-end high quality ATM-based video networking solution, First Virtual's products face actual and potential competition in different market segments. The Company's most direct competitors also currently offer video networking over ATM, including FORE Systems, Inc. ("FORE") and Newbridge Networks Corporation ("Newbridge"). The Company's video networking products also compete with systems based on other technologies, such as the ISDN-based video networking products offered by Madge Networks, N.V. ("Madge"). The Company's network infrastructure products, when sold by its distribution partners such as Bay Networks, are used to compete with ATM-based infrastructure products sold by companies such as Cisco Systems, Inc. ("Cisco") and 3Com Corporation ("3Com"). In the videoconferencing area, the Company's technology licensing agreement with IBM is intended to result in products which would compete with products sold by companies such as Newbridge in the high-end H.310 videoconferencing market. In video storage, the Company's V-Cache products face competition from companies which offer high-performance servers that can store video, such as Silicon Graphics, Inc. ("SGI"), Starlight Networks Inc. ("Starlight"), Sun Microsystems, Inc. ("Sun") and The Network Connection ("TNC"). In the video broadcast area, the Company's products may compete in the future with system and software products of companies which provide "streamed" video over IP/Ethernet networks, such as Optivision, Inc. ("Optivision") and Precept Software, Inc. ("Precept Software"). The Company faces potential competition from large companies which have products in related areas, such as Intel Corporation ("Intel")and Microsoft Corporation ("Microsoft"). The Company could encounter new competition if companies which distribute First Virtual's products, or whose videoconferencing equipment is used together with the Company's products, develop or acquire video networking technologies or products. There can be no assurance that the Company will be able to compete successfully in this environment.

Business Plan
First Virtual's strategy is to enhance its leadership position in high quality, cost-effective, video networking solutions for educational, corporate and government environments. The Company believes that high quality video over networks can enhance the efficiency with which organizations work and learn. The key elements of the Company's strategy are: (I) Extend leadership position in video networking, (ii) Extend technology base, (iii) Leverage and broaden strategic relationships, (iv) Maintain focus on large installations and (v) Expand global distribution presence.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of outstanding indebtedness, research and development activities, working capital and general corporate purposes.

Executive Officers and Directors
Officer NameTitleAge
Ralph UngermannChief Executive Officer, President and Director55
Allwyn SequeiraVice President, Engineering and Chief Technical Officer36
James M. NielsenVice President, Marketing38
James O. MitchellVice President, Operations and Chief Financial Officer52
Alan J. McMillanVice President, Salses42

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