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Mercury Computer Systems, Inc.
199 Riverneck Road, Chemsford, MA 01824 * (978) 256-1300

Mercury designs and manufactures high performance, real-time digital signal processing computer systems that transform sensor generated data into information which can be displayed as images for human interpretation.

Primary Underwriting Group
ManagerTierPhone
Prudential Securities IncorporatedLead Manager (212) 778-5420
Cowen & CompanyCo-manager (212) 495-6000

Offering Information
NASNTL:MRCY High-Tech: SIC 3674
Type of Shares:Common Shares Filing Date:11/26/97
U.S. Shares:3,500,000 Offer Date:1/29/98
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:2,000,000 Offer Price:$10.50
Secondary Shares:1,500,000 Gross Spread:$0.74
Offering Amount: $45,500,000 Selling:$0.41
Expenses:$750,000 Reallowance:$0.10
Post-IPO Shares:9,864,023
Employees:323

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Hutchins Wheeler & Dittmar
Bank's Law Firm: Testa, Hurwitz & Thibeault
Registrar/Transfer Agent: Boston Equiserve Limited Partnership
Auditor: Coopers & Lybrand

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/97 9/30/97 9/30/96 9/30/97
Revenue:$64.57$19.04$13.04Assets:$47.91
Net Income:$4.61$1.61$0.91Curr Assets:$41.45
EPS:$0.57$0.20$0.11Liabilities:$11.59
Prior EPS:$0.54$2.04$0.84Curr Liab:$12.79
Cash Flow/Oper:$9.22$0.14$0.00Equity:$36.31
Cash Flow/Fin:$0.27-$1.36-$0.89Cash:$16.04
Cash Flow/Inv:-$4.03Working Cap:$28.65

Competition
The markets for the Company's products are highly competitive and are characterized by rapidly changing technology, frequent product performance improvements and evolving industry standards. Competition typically occurs at the design stage, where the customer evaluates alternative design approaches, including those from internal development organizations. A design win usually ensures a customer will purchase the product until their next generation system is developed. Occasionally, the Company's computer systems compete with computer systems from workstation vendors, all of whom have substantially greater research and development resources, long term guaranteed supply capacity, marketing and financial resources, manufacturing capability and customer support organizations than those of the Company. The Company believes that its future ability to compete effectively will depend, in part, upon its ability to continue to improve product and process technologies and develop new technologies in order to maintain the performance advantages of products and processes relative to competitors, to adapt products and processes to technological changes, to identify and adopt emerging industry standards and to adapt to customer needs. In the medical imaging industry the principal bases for selection are performance (measured primarily in terms of processing speed, I/O capacity and interprocessor bandwidth and power consumption), price, systems engineering support, overall quality of products and associated services, use of industry standards and ease of use. Competitors in the medical imaging market include in-house design teams, a small number of companies that design, manufacture and market DSP board level products and workstation manufacturers. Workstations have become a competitive factor primarily in the market for low-end MRI and CT machines and, to date, have not been a significant factor in the high-performance market, Mercury's primary focus. There can be no assurance that workstation manufacturers will not attempt to penetrate the high-performance market for medical imaging machines. Workstation manufacturers typically have greater resources than Mercury and their entry into markets historically targeted by Mercury may have a material adverse effect on the Company's business, financial condition and results of operations.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital general corporate purposes for construction of additional office space.

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