Emultek Ltd.
Proposed Ticker:EMULF 5 Kiryat Mada Street, Har Hozvim
Exchange:NASDAQ-National Market Jerusalem, Israel 91450
Industry:High-Tech (SIC Code 7372)

Filing Information
Type of Shares:Ordinary Shares Filing Date:11/28/97
U.S. Shares Filed:2,800,000 Filing Range:$8.00 - $10.00
Non-U.S. Shares Filed:0 Offering Amount: $25,200,000
Primary Shares:2,800,000 Expenses:$1,200,000
Secondary Shares:0 Shares Out After:9,425,300

Primary Underwriting Group
ManagerTierPhone
Gruntal & CoLead Manager (212) 225-4334
Everen Securities, Inc.Co-manager (312) 574-6859

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Weil, Gotshal & Manges
Bank's Law Firm: Morrison & Foerster
Auditor: Ernst & Young

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:$2.15$3.14$1.33Assets:$3.75
Net Income:-$2.48-$1.93-$1.83Curr Assets:$2.76
EPS:-$0.38-$0.29-$0.28Liabilities:$7.13
Prior EPS:-$0.31-$2.27-$2.01Curr Liabilities:$4.63
Cash Flow/Oper:-$2.35$2.88$2.23Equity:-$3.38
Cash Flow/Fin:$2.60-$0.36-$0.23Cash:$0.26
Cash Flow/Inv:-$0.33-$0.36Working Cap:-$1.87

Business Description
The company provides simulation-based software solutions for the design and support of embedded systems applications software. Embedded systems, consisting of a microprocessor and related software, are found in many common products including cellular telephones, fax machines and VCRs. The company's Rapid family of products allows various stages of embedded systems applications software design, development and support to occur automatically and concurrently. This provides developers of embedded systems with accelerated time-to-market for new products, improved product functionality and reliability, reduced product development costs, enhanced engineer productivity and improved coordination of global development efforts. Users of the company's products include Alpine Electronics, Inc., Bosch-Siemens Hausgerate GmbH, Matsushita Electric Works, Ltd., Mitsubishi Electric Co. Ltd., Motorola Inc., Rockwell Semiconductor Systems, Inc., Samsung Electronics Co. Ltd., the United States Air Force, US Airways Inc. and Yamaha Limited.

Competition
The embedded systems software development industry is highly competitive and is characterized by rapidly advancing technology. The company believes that the principal competitive factors in the industry are technological innovation, functionality, reliability, service reputation, pricing and the ability to provide integrated solutions. In order to maintain or improve its position in the industry, the company must continue to enhance its current products and to develop new products and product extensions. The company believes that the principal competition for its products comes from embedded systems applications software development solutions that are developed in-house rather than those purchased from independent software vendors such as the company. Many organizations that develops their software solutions in-house have substantial internal programming resources with the capability of developing specific solutions for their needs. A decision to utilize the company's products may involve a fundamental shift in the software development process used by these companies. The company also competes with other independent software vendors that provide products that address certain stages of the development cycle for products embedded systems applications software. Management believes that no other company markets a simulation-based software solution for the design, development and support of embedded systems applications software that is as comprehensive as that offered by the company. However, there can be no assurance that such solutions will not be marketed in the future. Software providers competing with the company's products at various stages of embedded systems applications software development cycle include Altia, Inc., I-Logix Inc., ObjecTime Limited and Virtual Prototypes, Inc. In addition, other software vendors could seek to expand their product offerings by designing and selling products that compete with the company's products. Many of the company's existing and potential competitors have substantially greater financial, technical, marketing and sales resources than the company.

Business Plan
The company's objective is to become the leading provider of simulation-based software solutions to support the entire development cycle of embedded systems applications software. Key components of this strategy include: (I) Expand product offering to support the entire development cycle of embedded systems applications software, (ii) Maintain technological leadership, (iii) Target major developers for large orders, (iv) Expand distribution channels, (v) Target selected high-growth product markets and (vi) Expand geographic markets.

Use of Proceeds
The proceeds from the proposed offering will be used for expansion of sales, marketing and distribution activities, increase of research and development, payment of accrued management fees to an affiliate, repayment of debt, working capital and general corporate purposes.

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