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Astropower, Inc.
Solar Park, Newark, NJ 19716 * (302) 366-0400

The company develops, manufactures, markets and sells photovoltaic solar cells, modules and panels for generating solar electric power.

Primary Underwriting Group
ManagerTierPhone
Needham & CompanyLead Manager (212) 705-0344
First Albany CorporationCo-manager (518) 447-8641

Offering Information
NASNTL:APWR High-Tech: SIC 3674
Type of Shares:Common Shares Filing Date:12/18/97
U.S. Shares:2,700,000 Offer Date:2/12/98
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:2,700,000 Offer Price:$6.00
Secondary Shares:0 Gross Spread:$0.42
Offering Amount: $24,300,000 Selling:$0.22
Expenses:$450,000 Reallowance:$0.10
Post-IPO Shares:8,053,191
Employees:153

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Opton, Handler, Feiler & Landau, LLP
Bank's Law Firm: Choate, Hall & Stewart
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: KPMG Peat Marwick

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:$10.58$12.11$7.94Assets:$13.85
Net Income:-$2.36$0.45-$2.12Curr Assets:$9.33
EPS:-$0.40$0.08Liabilities:$16.19
Prior EPS:Curr Liab:$3.98
Cash Flow/Oper:$0.37$0.63$0.39Equity:-$2.34
Cash Flow/Fin:$0.60$4.85$0.35Cash:$5.13
Cash Flow/Inv:-$0.97-$0.37-$0.75Working Cap:$5.36

Competition
The markets for the Company's products are intensely competitive. There are many competitors engaged in all areas of solar electric power generation in the United States and abroad including, among others, major electrical, oil and chemical companies, specialized electronics firms, universities, research institutions and foreign government-sponsored companies. Most of these entities have substantially greater financial, research and development, manufacturing and marketing resources than the Company. There is also a large number of smaller companies involved in the development, manufacturing and marketing of solar electric power products and systems.

Business Plan
The Company's goal is to become the leading supplier of high-quality, low- cost solar cells and modules. To achieve this goal, the Company intends to: (I) Capitalize on the Advantages of the Silicon-Film Process, (ii) Rapidly Expand Manufacturing Capacity, (iii) Add New Strategic Customers, (iv) Increase Sales Volume with Existing Customers, (v) Develop the Astropower brand and (vi) Develop Next-Generation Silicon-Film.

Use of Proceeds
The proceeds from the proposed offering will be used for major expansion of manufacturing capacity and associated capital expenditures, product development and commercialization, working capital and other general corporate purposes.

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