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SOFTWORKS, Inc.
5845 Richmond Highway, Suite 400, Alexandria, VA 22303 * (703) 317-2424

The company develops, markets, licenses and supports a family of enterprise systems management software products for data and storage management and performance management.

Primary Underwriting Group
ManagerTierPhone
SoundView Financial Group, Inc.Lead Manager (203) 462-7242
Raymond James & Associates, Inc.Co-manager (813) 573-8108

Offering Information
NASNTL:SWRX High-Tech: SIC 7372
Type of Shares:Common Shares Filing Date:5/29/98
U.S. Shares:4,200,000 Offer Date:8/3/98
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:1,700,000 Offer Price:$7.00
Secondary Shares:2,500,000 Gross Spread:$0.49
Offering Amount: $37,800,000 Selling:$0.29
Expenses: - Reallowance:$0.10
Post-IPO Shares:15,390,000
Employees:212

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Blau, Kramer, Wactlar & Lieberman
Bank's Law Firm: Morrison & Foerster
Registrar/Transfer Agent: Manhattan Transfer Registrar Co.
Auditor: Arthur Andersen

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
Audited
Income
Balance
Sheet
12/31/97 3/31/98 3/31/97 3/31/98
Revenue:$26.77$6.60$4.67Assets:$33.42
Net Income:$0.79-$0.77-$0.33Curr Assets:$17.06
EPS:$0.06-$0.06-$0.02Liabilities:$28.09
Prior EPS:$0.06Curr Liab:$17.93
Cash Flow/Oper:$0.21$1.74-$0.16Equity:$5.33
Cash Flow/Fin:$1.01-$0.41-$0.05Cash:$0.91
Cash Flow/Inv:-$2.56-$0.80-$0.58Working Cap:-$0.87

Competition
The market in which the Company operates is highly competitive, rapidly evolving and subject to continuous technological change. The Company's products have traditionally addressed niches within the performance and storage management segments. In conjunction with the Company's SST strategy, the Company groups its existing products into bundles to compete more effectively and better address customers' strategic issues. This approach enables the Company to expand its audience to include systems and applications personnel, as well as a higher level of management within the customer and prospect base.

Business Plan
The Company's objective is to become a leading provider of data and storage management products, performance management products, and related systems management software products and services on both mainframe and multi-platform environments. The primary elements of the Company's strategy to achieve this objective include the following: (I) Enhance and extend product offerings in current arenas, (ii) Expand domestic and international sales channels, (iii) Leverage existing customer base, (iv) Offer products in new systems management arenas and (v) Pursue strategic partnerships, alliances and acquisitions.

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

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