{1992 Corporate Backgrounder Artisoft designs and manufactures a full product line of low- cost, award-winning software, hardware and systems for local area networking. ["Our mission is to create innovative connectivity solutions] [that improve the productivity of the business community."] { - Jack Schoof, President and CEO} Founded by Jack Schoof (pronounced "shoaf") in 1982 through private investment, the company recently went public, selling 2,875,000 shares of common stock in September, 1991. The offering generated $42,838,000 to be used for general corporate purposes. Jack Schoof first saw the need for PC connectivity when he formed Artisoft in 1982. His was a small business that, like most small businesses, needed to run efficiently if it was going to succeed. So he set out to create a solution that would allow small businesses like his own to link their PCs together to communicate and share resources. The LANtastic Local Area Network - a peer- to-peer network that provides a flexible system in which all Pcs can share every peripheral and every resource on the network - is the result of his work. Since Schoof founded Artisoft, his company has grown from one employee to more than 300 and from renting a storefront office to owning a three-building complex and renting separate production and warehouse facilities. In addition, Artisoft has established international subsidiaries in the United Kingdom and Japan. {Local Area Network Market Overview} More and more small- to medium-sized businesses (less than 500 employees) are turning to LANs because they want to save money and increase productivity by sharing expensive peripherals, automating data handling, and implementing other time-saving applications such as electronic mail. Because most small businesses do not have a readily available MIS manager or extensive in-house technical support, they need simplicity combined with functionality. Larger companies (more than 500 employees) use LANs because they allow corporate users to operate independently from minicomputers and mainframes, yet still maintain access to the information residing on those larger computers. MIS directors have found that connecting PCs via LANs is more cost effective than via minicomputers and mainframes. There are two networking technologies available in the market today - peer-to-peer and client server. While client-server networks have been designed to meet the needs of the few, the large corporations with ample budgets; peer-to-peer networks have been focused on the needs of the many, the small- to medium-sized businesses that constitute the bulk of the market. Artisoft has developed and targeted its products to small- to medium-sized businesses, and in just four years has installed more than 1,000,000,network nodes and more than 210,000 LANtastic Local Area Networks worldwide. Artisoft sales in fiscal 1988 were $2.1 million, $6.6 million in fiscal 1989, $21.1 million in fiscal 1990, and $41.1 in fiscal 1991 and 74.3 million in fiscal 1992. The peer-to-peer network market has grown from 2 to 20 competitors in the last four years. Even the leading client- server network manufacturer has entered the market, thus further establishing peer-to-peer as a viable network alternative. {The LANtastic Local Area Network} Artisoft's LANtastic Local Area Network is a leader in the DOS- based peer-to-peer LAN market because it addresses the needs of the small- to medium-sized business market. It offers a powerful, full-featured, easy-to-use networking solution that is not only priced affordably, but also allows businesses to network their existing PCs instead of purchasing expensive high-powered computers to act as dedicated servers. Because it requires a minimal amount of a PC's RAM, it also eliminates the need for expensive memory upgrades. Also, it's flexible. Every network computer can act as a server, workstation or both, and all programs, data and peripherals on the network are available as shared resources and accessible to everyone. Plus, it is intuitively easy - to install, to learn, to use and to administer - without compromising efficiency or features. It only takes about 15 minutes to install each LANtastic node, which offers many of the same features as the larger networks. The LANtastic Local Area Network continually offers improved features and greater performance as well as working with other operating environments. LANtastic Starter Kits offer a complete hardware and software networking solution for two PCs- two Artisoft adapters, LANtastic NOS supporting up to 300 users, cabling and documentation from which users can add nodes by installing additional adapters and cabling. This one-stop solution is valuable and convenient to Artisoft resellers and endusers alike because Artisoft develops and supports the entire package. LANtastic Starter Kits allow users to build their networks around their choice of Ethernet- standard or propriety adapters, 10BASE-T and/or coaxial connections, ISA or Micro Channel buses. LANtastic for Windows network utility lets users run the LANtastic network (version 4.0 and above) from within Microsoft Windows 3.0 and above. This separately purchased utility offers the same features as the DOS version's NET and NET_MGR programs, but within the easy, graphical user interface (GUI) of Microsoft Window's pull-down menus, icons and on-line help. It supports Dynamic Data Exchange (DDE) so that Windows applications can use LANtastic e-mail to exchange messages and transfer data. LANtastic for NetWare software brings the LANtastic network's peer-to-peer features to Novell NetWare users. In addition to peripheral-sharing, it allows NetWare users to expand their network without purchasing an expensive NetWare upgrade and acts as a valuable backup network that keeps operating when the NetWare server or network is down. It runs on top of Novell's NetBIOS emulation and requires Novell's NetBIOS to operate. LANtastic Z Local Area Network is the serial/parallel/modem version of the LANtastic network. Because it is a zero-slot LAN, it does not require adapters, which makes it an invaluable business tool for notebook and laptop users. LANtastic/AI Local Area Network is the adapter - independent version of the LANtastic network. It is packaged with software drivers for running the LANtastic network on other manufacturer's adapters. LANtastic for Macintosh software or software/hardware solution brings the two worlds of Macintoshes and PCs together through a PC gateway. Files and PostScript printers can be shared. And, perhaps best of all the Macintosh users see their familiar MAC Icons and the PC user interface is what they are used to seeing. {Artisoft's Connectivity Solutions} Artisoft also continues to broaden the Artisoft product line - developing hardware and software connectivity solutions and new capabilities like NetMedia and voice - that work with other networks as well. Artisoft Ethernet Adapters are in 100% compliance with IEEE 802.3 Ethernet standards. The AE-3 ( 10BASE-T, thin and thick coax cabling, the AE-2 (thin and thick coax cabling), and AE-2/T (thick coax and 10BASE-T cabling) Ethernet adapters are all 16- bit adapters and NE2000-compatible. The Artisoft AE-1/T (10BASE-T cabling) Ethernet adapter is an 8-bit adapter and is software- compatible with Novell's NE1000 adapter. All four adapters are available for ISA bus PCs and the AE-2 Ethernet adapter is also available in a Micro Channel version. LANtastic A2Mbps adapter was designed as a low-cost alternative to industry - standard Ethernet adapters. It features 32K of onboard, dual-ported RAM to minimize use of the PCs' working memory and a 10Mhz coprocessor to free the PCs from almost all network processing. Also available is the E2Mbps for Micro Channel. Central Station connectivity processor is a modem-sized multiport device that provides a cost-effective solution for connecting (with thin coax or 10BASE-T cable) a variety of peripherals including notebook computers, printers and modems-to a LANtastic or NetWare Ethernet network. Peer-Hub concentrator is a complete 10BASE-T hub that resides in a host PC, XT, AT or EISA computer (ISA mode only) and has five external 10BASE-T ports and three special internal connectors designed to connect to other Artisoft products. ArtiCom modem-sharing software allows cost-effective asynchronous COM port sharing - modems, faxes, serial printers and plotters - on any LAN operating under NetBIOS including Artisoft's LANtastic and Novell's NetWare networks. The Network Eye remote control program lets users broadcast their screens to or remotely view the screens and control the keyboards of up to 32 PCs at one time. {NETMEDIA} NetMedia is the term coined by Artisoft to describe an integration of informational elements prepared and distributed via a network. The end result of this process is a content-rich information source called a NetMedia document. NetMedia documents integrate text and graphic data elements that are in common use today, as well as new data types such as voice and music. ArtiScribe NetMedia document and dictation system is the first product to embody the NetMedia concept. It allows PC LAN users equipped with Sounding Board adapters to integrate voice, text and graphic data into a NetMedia document and distribute it to other ArtiScribe users on the network. {VOICE Sounding Board adapter, a low-cost IBM-compatible expansion adapter with a telephone-style handset, converts between audio/voice signals and a digital data stream. Its SoundPUP(tm) utility allows users to record messages as DOS files from within applications. Voice Programmer's Interface software allows developers using the Sounding Board adapter to quickly and easily add voice, sound, music and other audio enhancements to their own applications. {NetMedia Starter Kit} The NetMedia Starter Kit-- An all-in-one solution that provides users with a fast and efficient peer-to-peer network that delivers multi-faceted documents composed of sound, graphics and text. Take advantage of the easy-to-use graphical user interface, DDE and OLE capabilities of Windows 3.1. The Kit brings together several of Artisoft's award- winning products in a complete, single-provider Network solution. The NetMedia Starter Kit includes the LANtastic Network Operating System, the LANtastic for Windows network utility, two Artisoft AE-2 Ethernet adapters, two Sounding Board adapters with telephone handsets, cabling and documentation. {Industry Awards and Recognition When Artisoft engineers began developing the LANtastic Local Area Network product line in 1986, innovative design and affordability were key considerations. The results of their creativity and cost-consciousness are powerful networking solutions and LAN applications that require very little memory, are easy-to-use, feature-rich and low-cost. {Artisoft, Inc.} {o} 1991 Arizona Innovation Network's Innovator of the Year Award for Computer/Software Innovations {o} 1991, 1990, 1989 Inc. Magazine's Inc. 500, the list of the 500 fastest-growing privately-held companies in America {o} 1991 Connecticut Mutual/US Chamber of Commerce/Nation's Business Blue Chip Enterprise Award {o} 1991 Beacon Foundation for Mentally Retarded Special Recognition Award 1990-91 LANDA Chairman's Award {o} 1990-91 LANDA Executive Director's Award {LANtastic Local Area Network} {o} 1992 LAN Times Reader's Choice Award {o} 1992 LAN Magazine Product of the Year for Entry-level Network Operating Systems {o} 1991 PC Magazine Editor's Choice for DOS-based LANs {o} 1991 LAN Magazine Product of the Year for Entry-level Network Operating Systems {o} 1991 LAN Times Readers Choice for Peer-to-Peer Networks {o} 1990 PC Magazine Editors' Choice for Peer-to-Peer Network Operating Systems {o} 1990 PC Magazine Editors' Choice for CD-ROM Networking {o} 1990 LAN Times Recommended for Networking {o} 1990 Systems Integration Product of the Year Finalist for Local Area Networks {o} 1989 PC Magazine Editors' Choice for Low-Cost LANs {o} 1989 PC World Best Buy for Low-Cost LANs {o} 1988 PC Magazine Technical Excellence Nomination {o} 1988 BYTE Magazine Award of Distinction {LANtastic Z Zero-Slot Local Area Network} {O} 1990 PC Magazine Editors' Choice {Central Station(tm) Connectivity Processor} {o} 1991 BYTE & Interface Group's Best of Spring COMDEX in Connectivity {Artisoft AE-3(tm) Ethernet Adapter} {o} 1991 PC Magazine Best of 1991 {Artisoft AE-2(tm) Ethernet Adapter} {o} 1991 PC World World Class Award for LAN Boards {Sounding Board Adapter (formerly LANtastic Voice(tm))} {o} 1990 PC Magazine Technical Excellence {The Network Eye Local Area Network Remote Control Program} {o} 1988 LAN Magazine Product of the Year {International Awards} {o} 1992 PC Plus Recommended for LANtastic Local Area Network (UK) {o} 1992 PC Plus Recommended for LANtastic for Windows Network Utility (UK) {o} 1991 Computer Buyer Best Buy for LANtastic Local Area Network (UK) {o} 1991 Computer Shopper Best Communications Product (UK) {o} 1991 Which Computer? Best Buy for Local Area Networks (UK) {o} 1991 Mikro PC Editor's Choice for Peer-to-Peer Networking (Finland) {o} 1991 Mikro Data Product of the Year (Sweden) {o} 1991 Capital Data Magazine Networking Product of the Year (Norway) {o} 1990 PC World Product of the Year (Norway) {Artisoft's 1992 Strategy} {MARKETING AND PUBLICITY} Artisoft markets and publicizes its products through advertising campaigns, direct mail, telemarketing, product and corporate publicity, media relations, LANDA membership, enduser and reseller seminars and programs, and trade show participation at COMDEX, NetWorld, PC Expo, FOSE, and a variety of smaller shows. International Support. In February 1991, Artisoft established Artisoft UK, a wholly owned subsidiary with responsibility for marketing, distribution and sales throughout Europe. In December 1991, Artisoft established Artisoft Japan K.K. with responsibility for promotion, marketing, adaptation, distribution and technical support of Artisoft products in Japan. {CHANNEL SUPPORT} Business Development Group (BDG). In 1991, Artisoft formed the Business Development Group (BDG), a cadre of top-flight sales and technical specialists who have been stationed in major markets across the country to conduct seminars and to assist Artisoft resellers in sales and support of Artisoft products. Artisoft Authorized Five Star Resellers. In 1991, Artisoft also introduced the Artisoft Authorized Five Star Reseller program which offers added discounts, support and services to highly trained resellers. Enduser Programs. In 1992, Artisoft begins a dedicated effort to support its endusers by offering Artisoft training seminars and by establishing users groups. Customer Satisfaction. In 1991, Artisoft enhanced its technical support system by adding a state-of-the-art automatic call distribution system to process calls faster and to distribute them to specific product support groups. Artisoft offers free, unlimited telephone, fax (Facts Fax) and on-line (BBS) support to registered endusers and resellers by phone. In addition, Artisoft has set up a toll-free sales information line, 1-800-TINY RAM, and has joined CompuServe's PC Vendor Forum so that CompuServe subscribers can access information about Artisoft and its products. {DISTRIBUTION Domestic Distribution. Artisoft sells through more than 27,000 authorized resellers in the United States. Ingram, Merisel, and TechData are distributing Artisoft products and several major chains have picked up Artisoft products, including Canon, CompuAdd, CompUSA, Computer City, Computer Factory, Dell, Egghead Discount Software, Global Computer Supplies, INMAC, Radio Shack BizMart and Soft Warehouse. International Distribution. Artisoft sells internationally through distributors in Argentina, Australia, Austria, The Benelux (The Netherlands, Belgium, Luxembourg), Canada, Chile, France, Iceland, Greece, Hong Kong, Israel, Italy, Japan, Mexico, New Zealand, Pakistan, Poland, Scandinavia (Denmark, Finland, Norway, Sweden), Singapore, South Korea, Spain, Switzerland, Turkey, and West Germany. {Corporate Officers C. John (Jack) Schoof II, President and CEO. Jack first entered the industry in 1972, at the age of 14, as a professional programmer. By 17, he had started his own consulting company. He earned a B.S. in Electrical Engineering at the University of Arizona while working at the campus computing center as a consultant to the professors. From there, he went on to Hughes Aircraft where he designed hybrid integrated circuits for the Phoenix and Maverick Missiles. He founded Artisoft in 1982, designing telecommunications software, peripheral-sharing devices, PC clones in 1985, and as early as 1986, the LANtastic 2Mbps adapter and user interfaces to the LANtastic network operating system. Jack now oversees a company that employs more than 300 people, and as President and CEO, is directly involved in the engineering research, design, development, and manufacturing of all Artisoft hardware and software products. His outside interests include music synthesis, soaring, scuba diving and photography. Alex Karahalios, Vice President of Product Development. Alex is responsible for new hardware and software development as well as feature enhancements to the LANtastic network. During the creation of the LANtastic network, he designed the LANtastic NetBIOS, Redirector and Server. Alex holds a B.S. in Electrical Engineering from the University of Arizona and has worked in the computer industry since 1976. His outside interests include the development of novel consumer electronics and man/machine interfaces. William D. Baker, Chief Financial Officer. Bill joined Artisoft in early 1990, bringing 20 years of high-tech financial experience to his new position. Prior to Artisoft he served as the corporate controller for Burr-Brown Corporation, a $200 million multi-national semi-conductor manufacturer; and as an officer and corporate controller for CTS Corporation, a $275 million multi-national electronic component manufacturer. Bill is active in the Financial Executives Institute's Committee for Employee Benefits and the Tucson Chamber of Commerce's legislative and education committees. In his free time, he enjoys watching and participating in sports, reading and traveling. Dennis R. Weyrauch, Esq., General Counsel & Corporate Secretary. Dennis joined Artisoft in 1990 to provide legal counsel in business matters such as general corporate, real estate transactions, contracts and employment law. He also interfaces with other attorneys doing work for the company. Dennis earned his undergraduate degree in computer science from St. Thomas College in Minnesota and his law degree from the University of Arizona. He has worked in the legal profession since 1983 and enjoys downhill and cross-country skiing, racquetball and cycling. Dave Hallmen, Vice President of Sales & Marketing. Dave is one of Artisoft's original ten employees and joined the Artisoft Sales Department in 1988 shortly after the LANtastic Local Area Network was introduced. His experience in sales and computers enabled him to contribute significantly in developing Artisoft's successful sales programs, policies and procedures. Dave was promoted to Sales Manager then National Sales Manager before his present position. His outside interests include racquetball, golf, and weightlifting.