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E-Tek Dynamics, Inc.
1865 Lundy Avenue, San Jose, CA 95131 * (408) 546-5000

The company is a leader in the design, packaging and manufacturing of high quality passive components and modules for fiber optic networks.

Primary Underwriting Group
ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-5959
Dain Rauscher WesselsCo-manager (612) 371-2818
Morgan Stanley Dean Witter Discover & Co.Co-manager (212) 761-5900
Nationsbanc Montgomery Securities, Inc.Co-manager (415) 627-2100

Offering Information
NASNTL:ETEK High-Tech: SIC 3674
Type of Shares:Common Shares Filing Date:8/18/98
U.S. Shares:5,000,000 Offer Date:12/1/98
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:4,000,000 Offer Price:$12.00
Secondary Shares:1,000,000 Gross Spread:$0.84
Offering Amount: $50,000,000 Selling:$0.47
Expenses: - Reallowance:$0.10
Post-IPO Shares: -
Employees:657

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Bank's Law Firm: Venture Law Group
Auditor: Pricewaterhouse Coopers LLC

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
6/30/98 6/30/98
Revenue:$106.92Assets:$89.38
Net Income:$17.92Curr Assets:$58.51
EPS:$0.39Liabilities:$38.73
Prior EPS:$15.15Curr Liab:$24.92
Cash Flow/Oper:$27.69Equity:$50.65
Cash Flow/Fin:-$1.61Cash:$21.92
Cash Flow/Inv:-$12.43Working Cap:$33.58

Competition
The market for fiber optic components is intensely competitive and characterized by rapidly changing technology. The Company currently experiences competition from various companies including, among others: (i) FDK Corporation, Kyocera Corp. and Shinkosha K.K. in isolators, (ii) Lucent Technologies Inc., Corning, Inc. and JDS FITEL, Inc. in WDM components and modules and (iii) ADC Telecommunications, Inc. and Gould Electronics, Inc. in couplers. The Company also faces competition from numerous smaller companies. Many of the Company's current and potential competitors have significantly greater financial, technical, marketing, purchasing and other resources than the Company, and as a result, may be able to respond more quickly to new or emerging technologies or standards and to changes in customer requirements, to devote greater resources to the development, promotion and sale of products, or to deliver competitive products at a lower price. Many of these competitors manufacture their products in countries offering significantly lower labor costs.

Business Plan
E-Tek's strategy is to leverage its market leadership to provide a broad range of high quality components in large volumes for current and next generation optical networking systems. Key elements of this strategy include: (i) investing in product enhancements and developing new products to maintain and expand E-Tek's leadership in passive optical components; (ii) leveraging its design and packaging expertise to manufacture integrated components and modules; (iii) continuing to deliver a high level of value-added service to strengthen its existing customer relationships and develop new ones; (iv) enhancing its manufacturing capabilities to provide rapid delivery of large volumes of high quality, lower cost components; and (v) strengthening its position in existing markets as well as penetrating new markets by expanding its sales and marketing efforts to target new customers.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital, capital expenditures and repayment of outstanding debt.

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