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Sonic Foundry, Inc.
754 Williamson Street, Madison, WI 53703 * (608) 256-3133

The company is a leading provider of personal computer based software products that enable users to easily work with and edit digital media.

Primary Underwriting Group
ManagerTierPhone
Dirks & Company, Inc.Lead Manager
Security Capital Trading Corp.Co-manager

Offering Information
AMEX:SFO High-Tech: SIC 7372
Type of Shares:Common Shares Filing Date:2/10/98
U.S. Shares:2,000,000 Offer Date:4/21/98
Non-U.S. Shares:0 Filing Price:$7.50
Primary Shares:2,000,000 Offer Price:$7.50
Secondary Shares:0 Gross Spread:$0.75
Offering Amount: $15,000,000 Selling:$0.00
Expenses:$500,000 Reallowance:$0.00
Post-IPO Shares:2,368,060
Employees:43

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: McBreen, McBreen & Kopko
Bank's Law Firm: Orrick, Herrington & Sutcliffe
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co
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
Audited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$2.44$2.24$1.62Assets:$2.33
Net Income:$0.18-$0.84$0.22Curr Assets:$0.68
EPS:$0.08-$1.11$0.27Liabilities:$1.26
Prior EPS:$0.07Curr Liab:$0.95
Cash Flow/Oper:$0.18-$0.32$0.29Equity:$1.08
Cash Flow/Fin:$0.81$1.24$0.19Cash:$0.11
Cash Flow/Inv:-$0.56-$1.25-$0.36Working Cap:-$0.26

Competition
The markets for the Company's products are intensely competitive. Pricing pressure, rapid development, feature upgrades, and undefined new technologies characterize the industry. Numerous companies including Adaptec, Avid, Cakewalk, Creamware, Digidesign, Euphonix, InSync, Sonic Solutions, and Steinberg offer products which compete directly or indirectly with one or more of the Company's own products, although none of these companies can independently offer a matching product line which competes one for one with the Company's own product line. Most of the Company's competitors or potential competitors have significantly greater financial, management, technical and marketing resources than the Company. The Company could also face future competition from Microsoft, Adobe, Macromedia, Autodesk, or Oracle. Each of these potential competitors has substantially greater resources than the Company and could become a significant competitor. The primary factors on which the Company competes are system independence, quality, pricing, product features, cross-platform file support, brand marketing, and customer support. The relative importance of each factor is dependent on the market and customer group targeted. The Company believes it competes favorably with respect to these factors, but there can be no assurance that it will continue to do so.

Business Plan
The Company's objective is to be the leading digital-based media software company to every industry and market in which the Company competes. To achieve this objective, the Company's strategy includes the following key elements: (I) Extend Technology Leadership; (ii) Maximize Market Penetration and Brand Recognition; Leverage Market Position to Expand Model and (iii) Strengthen Strategic Relationships.

Use of Proceeds
The proceeds from the proposed offering will be used for development of new products and the enhancement of existing products, capital expenditures, sales and marketing, working capital and general corporate purposes.

Warrant Information
# of Units:2,000,000
Unit Ticker: - Unit Price:$15.00
Warrant Ticker:SFOW Warrant Price:$0.10
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 2 Common Shares + 1 Warrant
Warrant Entitlement: 1 Common Share


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