Ultimate Software Group, Inc. The
Ticker:ULTI 3111 Stirling Road
Exchange:NASDAQ-National Market Ft. Lauderdale, FL 33312
Industry:High-Tech (SIC Code 7372) (954) 266-1000
# of Employees:265

Offering Information
Type of Shares:Common Shares Filing Date:3/13/98
U.S. Shares:3,250,000 Offer Date:6/1/98
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:3,250,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.70
Offering Amount: $39,000,000 Selling:$0.42
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Volpe Brown Whelan & CompanyCo-manager (415) 274-4463

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Dewey Ballantine
Bank's Law Firm: Brobeck, Phleger & Harrison
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$17.59Assets:$12.44
Net Income:-$16.02Curr Assets:
EPS:Liabilities:$17.95
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:-$5.51
Cash Flow/Fin:Cash:$3.27
Cash Flow/Inv:Working Cap:-$6.22

Business Description
The company designs, markets, implements and supports technologically advanced, cross-industry human resource management and payroll software solutions. The Company's solutions are marketed primarily to middle-market organizations with 300 to 15,000 employees, but are scaleable to address the needs of much larger organizations. The Company's products automate an organization's HRMS/payroll functions and are enabling tools in the cost-efficient management of the employee life cycle, from inception of employment through retirement. As part of its comprehensive HRMS/payroll solution, the Company provides high quality implementation, training and ongoing support services to its customers. In June 1997, the Company introduced its most recent product, UltiPro for Windows, a feature-rich, completely integrated HRMS/payroll solution with embedded Internet technology, employee self-service capability and Cognos Corporation's business intelligence tools for data analysis and generation of custom reports.

Competition
The market for the Company's products is highly competitive. The Company's products compete primarily on the basis of technology, delivered functionality and price/performance. The Company believes that its products generally compete effectively with respect to these factors. The Company's competitors include (i) a number of companies, such as Cyborg Systems, Inc., Genesys Software Systems, Inc., Lawson Software, Inc., Oracle Corporation, PDS Software, Inc., PeopleSoft, Inc. and SAP America, Inc. which offer HRMS/payroll software products for use on mainframes and/or client/server systems; (ii) large service bureaus, such as ADP and Ceridian Corporation; and (iii) the internal payroll/human resources departments of potential customers which use custom-written software. Many of the Company's competitors or potential competitors have significantly greater financial, technical and marketing resources than the Company. As a result, they may be able to respond more quickly to new or emerging technologies and to changes in customer requirements, or to devote greater resources to the development, promotion and sale of their products than can the Company. In addition, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address the needs of the Company's prospective customers.

Business Plan
The Company's objective is to be the leading provider of HRMS/payroll software solutions. Key components of the Company's strategy include: (I) Extend Technology Leadership, (ii) Leverage Strategic Alliances, (iii) Integrate with Other Leading Software Applications, (iv) Expand and Leverage Implementation Partners, (v) Expand Product Functionality and (vi) Leverage Existing Customer Base.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and general corporate purposes.

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