I havn't had much dealings with IPO's but in looking at the value put to this company I see 210mm market capacity at $10.  a share.  With a net revenue of (assuming the next six months are as the last)610k.  Am I right in seeing a 500 p/e?  I like the outlook of the company but find it hard to justify the valuation.  I value your opinion as I have followed your posts on this and other threads.  
  I am really looking forward to seeing the results on Wed.  
  </TABLE>           The following table summarizes on an as adjusted basis as of March 31, 1997 the difference between the number of shares of Common Stock purchased from the Company (assuming the conversion of all outstanding shares of Preferred Stock into Common Stock), the total consideration paid and the average price per share paid by the existing stockholders and by the new investors (at an assumed initial public offering price of $9.00 per share and before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Company):        <TABLE>    <CAPTION>                                  SHARES PURCHASED  TOTAL CONSIDERATION  AVERAGE                                 ------------------ -------------------   PRICE                                   NUMBER   PERCENT   AMOUNT    PERCENT PER SHARE                                 ---------- ------- ----------- ------- --------- <S>                             <C>        <C>     <C>         <C>     <C> Existing stockholders.......... 18,703,651   87.2% $23,901,000   49.1%   $1.28 New public investors...........  2,750,000   12.8   24,750,000   50.9     9.00                                 ----------  -----  -----------  -----   Total........................ 21,453,651  100.0% $48,651,000  100.0%                                 ==========  =====  ===========  ===== </TABLE>         The foregoing analysis assumes no exercise of the Underwriters' over- allotment option and no exercise of stock options and a warrant outstanding at March 31, 1997. As of March 31, 1997, there were options outstanding to purchase a total of 2,174,470 shares of Common Stock at a weighted average exercise price of $2.70 per share and 1,000,000 shares of Common Stock issuable upon the exercise of the warrant outstanding as of March 31, 1997 at an exercise price of $10.00 per share. In addition, in February 1997, the Board of Directors adopted the 1997 Stock Plan and the 1997 Employee Stock Purchase Plan, pursuant to which 1,000,000 and 400,000 shares, respectively, were reserved for issuance thereunder. As of March 31, 1997, no options or shares had been issued under any of these plans. Subsequent to March 31, 1997, the Board of Directors granted options under the 1990 Stock Plan to purchase an additional 83,500 shares of Common Stock at weighted average exercise price of $8.00 per share. To the extent that any of these options or the warrant is exercised, there will be further dilution to new public investors. See "Capitalization," "Management--Stock Plans" and Notes 10 and 17 of Notes to Consolidated Financial Statements.                                         17 <PAGE>                        SELECTED CONSOLIDATED FINANCIAL DATA     The following selected consolidated financial data should be read in conjunction with the Company's consolidated financial statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Prospectus. The consolidated statement of operations data for the fiscal years ended September 30, 1994, 1995 and 1996 and consolidated balance sheet data as of September 30, 1995 and 1996 are derived from consolidated financial statements which have been audited by Coopers & Lybrand L.L.P., independent auditors, included elsewhere in this Prospectus. The consolidated statement of operations data for the years ended September 30, 1992 and 1993 and the consolidated balance sheet data as of September 30, 1992, 1993 and 1994 are derived from consolidated financial statements not included in this Prospectus, which have also been audited by Coopers & Lybrand L.L.P. The consolidated statement of operations data for the six months ended March 31, 1996 and 1997 and the consolidated balance sheet data as of March 31, 1997 are derived from the unaudited consolidated financial statements included elsewhere in this Prospectus that have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company's financial position and results of operations for such periods. Historical results are not necessarily indicative of the results to be expected in the future and results for interim periods are not necessarily indicative of results for the entire year.   <TABLE>    <CAPTION>                                                                          SIX MONTHS                                                                             ENDED                                  YEAR ENDED SEPTEMBER 30,                 MARCH 31,                           -------------------------------------------  ----------------                            1992     1993     1994     1995     1996     1996     1997                           -------  -------  -------  -------  -------  -------  -------                            (IN THOUSANDS, EXCEPT PER SHARE DATA)         (UNAUDITED) <S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C> CONSOLIDATED STATEMENT  OF OPERATIONS DATA: Revenues:  Contract revenues......  $ 1,916  $ 3,371  $ 5,000  $ 7,364  $11,205  $ 5,072  $ 8,467  Royalties..............      --       --       --       --        65      --     2,958                           -------  -------  -------  -------  -------  -------  -------  Total revenues.........    1,916    3,371    5,000    7,364   11,270    5,072   11,425                           -------  -------  -------  -------  -------  =======  ------- Costs and expenses:  Cost of contract   revenues..............    1,053    1,950    3,844    5,236    4,821    2,301    2,396  Research and   development...........    3,546    4,291    3,067    3,117    5,218    2,413    4,368  Sales and marketing....    1,250    1,798    2,569    3,376    4,052    1,781    2,867  General and   administrative........    1,814    1,294    1,717    1,688    1,747      833    1,278                           -------  -------  -------  -------  -------  -------  -------  Total costs and   expenses..............    7,663    9,333   11,197   13,417   15,838    7,328   10,909                           -------  -------  -------  -------  -------  -------  ------- Operating income  (loss).................   (5,747)  (5,962)  (6,197)  (6,053)  (4,568)  (2,256)     516 Other income (expense)..      115     (123)     (81)     322      439      204      125                           -------  -------  -------  -------  -------  -------  ------- Income (loss) before  income taxes...........   (5,632)  (6,085)  (6,278)  (5,731)  (4,129)  (2,052)     641 Provision for income  taxes..................      962      251      351    1,289      286      183      253                           -------  -------  -------  -------  -------  -------  ------- Net income (loss).......  $(6,594) $(6,336) $(6,629) $(7,020) $(4,415) $(2,235) $   388                           =======  =======  =======  =======  =======  =======  ======= Net income (loss) per  share(1)...............  $ (2.24) $ (1.44) $ (1.29) $ (1.24) $ (0.73) $ (0.37) $  0.02                           =======  =======  =======  =======  =======  =======  ======= Shares used in per share  calculations(1)........    2,945    4,394    5,124    5,665    6,088    6,047   20,083 </TABLE>       <TABLE> <CAPTION>                                        SEPTEMBER 30,                          ----------------------------------------------   MARCH 31,                           1992     1993      1994      1995      1996       1997                          -------  -------  --------  --------  --------  -----------                                        (IN THOUSANDS)                    (UNAUDITED) <S>                      <C>      <C>      <C>       <C>       <C>       <C> CONSOLIDATED BALANCE  SHEET DATA: Cash, cash equivalents  and marketable  securities............. $ 1,866  $ 2,459  $  5,046  $ 14,150  $  8,554   $ 10,492 Total assets............   5,300    7,807     8,395    18,307    12,868     23,843 Total debt(2)...........   1,055    1,698     1,655     1,616     1,297        847 Stockholders' deficit...  (7,061)  (8,351)  (10,006)   (7,936)  (12,144)   (11,065) </TABLE> |