POREX CORP, S-1/A, 1997-12-19

POREX CORP
S-1/A, 1997-12-19
PLASTICS PRODUCTS, NEC

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<PAGE>

As filed with the Securities and Exchange Commission on December 19, 1997

REGISTRATION NO. 333-40241
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- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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POREX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 3089 22-3548110
(State or other (Primary standard industrial
jurisdiction of (I.R.S. employer identification
number)
classification code number)
incorporation or
organization)

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POREX CORPORATION
500 BOHANNON ROAD
FAIRBURN, GEORGIA 30213-2828
(770) 964-2503
(Address including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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CHARLES A. MELE, ESQ.
SYNETIC, INC.
VICE PRESIDENT--GENERAL COUNSEL
669 RIVER DRIVE, RIVER DRIVE CENTER 2
ELMWOOD PARK, NEW JERSEY 07407
(201) 703-3400
(Name, address, including zip code, and telephone number,
including area code, of agent for service for the registrant)

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Copies to:
CREIGHTON O'M. CONDON, ESQ. ALAN L. JAKIMO, ESQ.
DAVID J. BEVERIDGE, ESQ. BROWN & WOOD LLP
SHEARMAN & STERLING ONE WORLD TRADE CENTER
599 LEXINGTON AVENUE NEW YORK, NEW YORK 10048
NEW YORK, NEW YORK 10022 (212) 839-5300
(212) 848-4000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED DECEMBER 19, 1997
PROSPECTUS

2,500,000 SHARES

LOGO

COMMON STOCK
----------

All of the 2,500,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), offered hereby are being offered by Porex Corporation ("Porex"
or the "Company"). It is expected that following the completion of the
offering, Synetic, Inc. ("Synetic"), currently the sole stockholder of the
Company, will own approximately 86% of the outstanding Common Stock. See "Risk
Factors--Substantial Control by Synetic."

Prior to the offering, there has been no public market for the Common Stock.
It is currently estimated that the initial public offering price will be
between $14.50 and $16.50 per share. For a discussion of the factors that will
be considered in determining the initial public offering price of the Common
Stock, see "Underwriting."

Application has been made for quotation of the Common Stock on the Nasdaq
National Market under the symbol "PORX."

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

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- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share.................................... $ $ $
- --------------------------------------------------------------------------------
Total (3).................................... $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated at $ .

(3) The Company has granted the several Underwriters an option, exercisable
within 30 days of the date hereof, to purchase up to 375,000 additional
shares of Common Stock solely to cover over-allotments, if any. If such
option is exercised in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ and $ , respectively.
See "Underwriting."

----------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York on or
about , 1998.
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MERRILL LYNCH & CO.
PRUDENTIAL SECURITIES INCORPORATED

----------

The date of this Prospectus is , 1998.
<PAGE>

[ARTWORK]

Porex(R), MEDPOR(R), Squeeze-Mark(R) and TLS(R) are registered trademarks of
the Company.

----------------

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SUCH
TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF COMMON STOCK TO COVER
SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements,
including the notes thereto, appearing elsewhere in this Prospectus. References
in this Prospectus to "Porex" or the "Company" are to Porex Corporation and,
unless the context indicates otherwise, its consolidated subsidiaries and their
respective predecessors. Unless otherwise indicated, references herein to
fiscal years and quarters are to the Company's fiscal year, which ends on June
30 of each year, and the related fiscal quarters. For example, "Fiscal 1997"
refers to the Company's fiscal year ended June 30, 1997. Unless otherwise
indicated, all information in this Prospectus assumes that the Underwriters'
over-allotment option is not exercised. For a discussion of certain factors
that should be considered by prospective investors, see "Risk Factors."

THE COMPANY

Porex is a leading developer, manufacturer and distributor of porous plastic
products and has a 35-year history of innovation and market leadership in the
field of porous plastics. The Company's porous and solid plastic components and
products are used in a wide range of healthcare, consumer and industrial
applications, primarily to filter, wick, diffuse, drain, vent or control the
flow of fluids or gases. For the healthcare industry, Porex designs and
manufactures various components that are incorporated in the products of other
healthcare manufacturers. In addition, the Company produces its own line of
pipette tips, blood serum filters, surgical implants and plastic pharmaceutical
vials. In the consumer products market, Porex designs and manufactures porous
plastic components for use by other manufacturers in a variety of home and
office products and appliances, such as writing pen tips, or "nibs," used in
marking and highlighting pens, home water filters and deodorant and fragrance
applicators. Porex also manufactures a wide range of custom porous plastic
components for industrial applications, including automobile battery vents,
wastewater treatment filters and silencers to reduce sound levels of compressed
air. The Company has a diverse customer base of over 600 customers, including
numerous Fortune 500 companies. In Fiscal 1997, net sales and net income of the
Company were $52.9 million and $8.1 million, respectively. Healthcare, consumer
and industrial applications comprised approximately 51%, 28% and 21%,
respectively, of total net sales.

Porex has established a leading reputation in the porous plastics industry
for developing innovative manufacturing technology and providing solutions to
complex customer requirements. Porex has also developed significant expertise
in combining porous plastic components with injection molded solid plastic
products, which has broadened its range of product offerings. Porex believes
its competitive strengths include technological leadership in the design and
manufacture of porous plastic products; efficient manufacturing operations
based on proprietary, technologically advanced equipment; and an ability to
collaborate with customers to solve complex design and performance
requirements. In addition, Porex has a technically skilled sales and marketing
force and experienced management.

Porex's objective is to increase sales and net income by leveraging its
competitive strengths and broadening its product offerings. To achieve this
objective, the Company intends to (i) continue internal development of new
products and technologies, (ii) acquire businesses with products and
technologies that complement the Company's current product offerings and (iii)
pursue growth opportunities in international markets. Over the last three
fiscal years, the Company's net sales and net income have grown at a compounded
annual rate of 16.9% and 56.6%, respectively.

The Company is a newly formed holding company incorporated in November 1997.
In connection with its formation, the Company issued 15,000,000 shares of
Common Stock to Synetic in exchange for all of the outstanding capital stock of
Porex Technologies Corp. ("PTC"). As a result, the Company owns all the
outstanding capital stock of PTC, through which the Company conducts its
business operations. The Company's principal offices are located at 500
Bohannon Road, Fairburn, Georgia 30213 and its telephone number is (770) 964-
2503.

3
<PAGE>

Prior to the offering, the Company has been a wholly owned subsidiary of
Synetic, a publicly traded corporation engaged in the healthcare communications
business. Upon completion of the offering, Synetic will own approximately 86%
of the outstanding Common Stock (84% assuming the Underwriters' over-allotment
options are exercised in full). For a discussion of various intercompany
arrangements and agreements with Synetic, see "Risk Factors--Substantial
Control by Synetic" and "Transactions and Relationship with Principal
Stockholder."

THE OFFERING

Common Stock offered by the
Company....................... 2,500,000 shares(1)

Common Stock to be outstanding 17,500,000 shares(2)
after the offering...........

Use of proceeds....................
The net proceeds received by the Company
from the offering will be used for general
corporate purposes, which may include
acquisitions. See "Use of Proceeds."

Nasdaq National Market symbol......
Application has been made for quotation of
the Common Stock on the Nasdaq National
Market under the symbol "PORX."

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(1) Up to an aggregate of 375,000 additional shares may be sold by the Company
pursuant to the Underwriters' over-allotment options. See "Underwriting."

(2) Does not include shares of Common Stock reserved for future issuance
under the Company's stock option plans. See "Management--Compensation
Pursuant to Plans and Arrangements of the Company--Class A Option Plan."

4
<PAGE>

SUMMARY FINANCIAL INFORMATION

The following summary consolidated financial information data should be read
in conjunction with "Management's Discussion and Analysis of Financial
Conditions and Results of Operations," the Company's Consolidated Financial
Statements and notes thereto and other financial information included elsewhere
in this Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
--------------------------------------- ----------------------
1993 1994 1995 1996 1997(1) 1996 1997(1)
------- ------- ------- ------- ------- ------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............. $30,130 $33,093 $39,180 $45,129 $52,885 $11,185 $14,833
Operating income...... 4,321 3,040 6,241 9,309 12,153 2,297 3,328
Net income............ 2,721 1,952 3,775 6,051 8,112 1,617 2,068
Net income per
share(2)............. .18 .13 .25 .40 .54 .11 .14
<CAPTION>
YEAR ENDED JUNE 30, SEPTEMBER 30, 1997
--------------------------------------- ----------------------
1993 1994 1995 1996 1997(1) ACTUAL AS ADJUSTED(3)
------- ------- ------- ------- ------- ------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital....... $10,090 $10,915 $12,595 $18,393 $11,947 $13,580 $48,455
Total assets.......... 30,127 32,372 37,526 46,486 57,584 58,716 93,591
Long-term debt, less
current portion...... 558 216 -- -- -- -- --
Stockholder's equity.. 25,225 27,485 31,540 37,366 45,082 46,903 81,778
</TABLE>
- --------
(1) The financial information for Fiscal 1997 and the first quarter of Fiscal
1998 reflects the Company's acquisition in February 1997 of Interflo
Technologies, Inc. ("Interflo"), a privately held corporation that
manufactures porous plastic components and products used in various
applications. See "Pro Forma Financial Information" and Note 2 to the
Company's Consolidated Financial Statements.
(2) Based on 15,000,000 shares of Common Stock outstanding.

(3) Adjusted to give effect to the sale of 2,500,000 shares of Common Stock
offered hereby, after deducting underwriting discount and estimated offering
expenses payable by the Company, at an assumed initial offering price of
$15.50 per share and the application of the net proceeds therefrom as set
forth in "Use of Proceeds."

5
<PAGE>

RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully by prospective investors in evaluating
the Company and its business before purchasing shares of Common Stock offered
hereby. Statements contained in this Prospectus regarding the Company's
expectations with respect to its future operations and other information,
which can be identified by the use of forward-looking terminology, such as
"may," "will," "expect," "anticipate," "estimate," "seek" or "continue" or the
negative thereof or other variations thereon or comparable terminology, are
"forward-looking statements" (as such term is defined in the Private
Securities Litigation Reform Act of 1995). The safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 do not apply to this offering
or other initial public offerings. Because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. Factors that could cause actual
results to differ materially from those expressed or implied by such forward-
looking statements include, but are not limited to, the factors set forth in
"Risk Factors," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business."

SUBSTANTIAL CONTROL BY SYNETIC

Immediately prior to the offering, Synetic was the owner of all of the
equity of the Company. Upon completion of the offering, Synetic will own
approximately 86% of the outstanding Common Stock and will therefore retain
effective control of the Company and will be able to control the vote on
matters submitted to the Company's stockholders and will also be able to elect
the Board of Directors of the Company. In addition, certain directors or
officers of Synetic are also directors or officers of the Company and may have
conflicts of interest with respect to certain transactions that may affect the
Company, such as transactions involving business dealings between the Company
and Synetic, acquisition opportunities, the issuance of additional shares of
Common Stock and other matters involving conflicts which cannot now be
foreseen. The Company's Certificate of Incorporation provides for the
allocation of certain corporate opportunities between Synetic and the Company.
Officers and directors of Porex also beneficially own shares and have been
granted options to purchase shares of Synetic. See "Description of Capital
Stock--Certain Provisions of the Certificate of Incorporation, By-Laws and
Delaware Law" and "Security Ownership of Management."

The level of ownership of the outstanding Common Stock by Synetic may have
the effect of discouraging or making more difficult, absent the support of
Synetic, a proxy contest, a merger involving the Company, a tender offer, an
open-market purchase program or other purchases of Common Stock that could
give stockholders of the Company the opportunity to realize a premium over the
then-prevailing market price of their shares of Common Stock. See
"Transactions and Relationship with Principal Stockholder."

IMPLEMENTATION OF GROWTH STRATEGY; INTEGRATION OF ACQUISITIONS

The Company has achieved significant growth in net sales and net income
during the past several years and has implemented a strategy to continue this
growth. No assurance can be given that this growth strategy will succeed or
that the Company will be able to maintain its recent rate of growth. The
success of the Company's growth strategy will depend to a substantial degree
on its ability to internally develop new products and technologies, acquire
businesses with complementary products and technologies and pursue growth
opportunities in international markets. Due to the uncertainties inherent in
the development of new products and technologies, there can be no assurance
that the Company will be able to develop new products and technologies or that
such products and technologies will be successful. In addition, there can be
no assurance that the Company will be able to identify and consummate suitable
acquisitions, to obtain the necessary financing on suitable terms for any
future acquisitions, or to effectively and profitably integrate into the
Company any operations that are acquired. Failure to integrate newly acquired
businesses and products may have a material adverse effect on the Company's
operating results and on the market price of the Company's Common Stock. The
Company's ability to manage growth will require significant management
attention and will require it to continue to implement and

6
<PAGE>

improve its operational, financial and management information systems and to
motivate and effectively manage an increasing number of employees. Failure to
manage such growth effectively could materially adversely affect the Company's
business, financial condition or results of operations. In addition,
international acquisitions may create additional risks, including those
relating to political, economic and regulatory matters. See "Business--Growth
Strategy."

POTENTIAL PRODUCT LIABILITY RISK AND ADEQUACY OF INSURANCE COVERAGE

The products sold by the Company expose it to potential risk for product
liability claims or recalls. Certain of the Company's products are designed to
be implanted in the human body for long periods of time. Design defects and
manufacturing defects with respect to such products sold by the Company could
result in product liability claims and/or a recall of one or more of the
Company's products. In addition, in recent years, there has been an increased
public interest in product liability claims for implanted medical devices. The
claims may be brought by individuals seeking relief for themselves or,
increasingly, by groups seeking to represent a class. The Company believes
that it carries adequate insurance coverage against product liability claims
and other risks. There can be no assurance, however, that claims in excess of
Porex's insurance coverage will not arise in connection with the development,
manufacture or sale of its products. In addition, Porex's insurance policies
must be renewed annually. Although Porex has in the past been able to obtain
adequate insurance coverage at an acceptable cost and believes that it is
adequately indemnified for products manufactured by others and distributed by
it, there can be no assurance that in the future it will be able to obtain
such insurance at an acceptable cost, or at all, or be adequately protected by
such indemnification. A successful claim or claims brought against the Company
in excess of available insurance coverage and not covered by adequate
indemnities could have a material adverse effect on the business, financial
condition or results of operations of the Company. Moreover, product liability
claims or product recalls in the future could, regardless of their outcome,
have a material adverse effect on the Company's reputation and on its ability
to obtain and retain customers for its products. See "--Certain Litigation"
and "Business--Potential Liability Risk and Availability of Insurance."

CERTAIN LITIGATION

From 1988 through 1990, Porex distributed silicone mammary implants
("implants") in the United States pursuant to a distribution arrangement (the
"Distribution Agreement") with a Japanese manufacturer (the "Manufacturer").
Because of costs associated with increased government regulation and
examination, Porex's supplier determined to withdraw its implants from the
United States market. On July 9, 1991, the FDA mandated a recall of all
implants manufactured by companies that elected not to comply with certain FDA
regulations regarding data collection. Accordingly, Porex notified all of its
customers not to use any implants sold by Porex and to return such implants to
Porex for a full refund. Porex believes that after accounting for implants
returned to it, the aggregate number of recipients of implants distributed by
Porex under the Distribution Agreement in the United States totaled
approximately 2,500.

Since March 1991, Porex has been named as one of many co-defendants in a
number of actions brought by recipients of implants. Certain of the actions
against Porex have been dismissed where it was determined that the implant in
question was not distributed by Porex. In addition, as of November 5, 1997, 61
claims have been settled on a favorable basis by the Manufacturer, or by the
insurance carriers of Porex, without material cost to Porex. As of November 5,
1997, 228 actions and 32 out-of-court claims were pending against Porex. One
of the pending federal actions, Donna L. Turner v. Porex Technologies
Corporation, et al., is styled as a class action. Of the 228 actions, 111
involve implants identified as distributed by Porex and 84 cases involve
implants identified as not having been distributed by Porex. In the remaining
33 actions, the distributors of such implants have not been identified. The
number of claims made by individuals during Fiscal 1997 was similar to the
number of claims made during Fiscal 1996, both of which were significantly
lower than the number of claims made during Fiscal 1995.

7
<PAGE>

and are subject to many uncertainties and complexities, including, but not
limited to, the facts and circumstances of each particular case or claim, the
jurisdiction in which each suit is brought, and differences in applicable law.
The Company does not have sufficient information to evaluate each case and
claim.

The Company believes that it has a valid claim for indemnification under the
Distribution Agreement with respect to any liabilities that could result from
pending actions or claims by recipients of implants or any similar actions or
claims that may be commenced in the future. However, Porex's right to
indemnification is subject to a disagreement with the Manufacturer. Pending
the resolution of such disagreement, the Manufacturer has been paying a
portion of the costs of the settled claims.

In 1994, Porex was notified that its lead primary and excess insurance
carrier would not renew its then-existing insurance coverage after December
31, 1994 with respect to actions and claims arising out of Porex's
distribution of implants. In response, Porex exercised its right under the
policies with its lead carrier to purchase extended reporting period coverage
with respect to such actions and claims. This extended reporting period
coverage provides insurance, subject to existing policy limits but for an
unlimited time period, with respect to actions and claims made after December
31, 1994 that are based on events that occurred during the policy period. In
addition, Porex has other excess insurance under which it has similarly
purchased extended reporting period coverage. This coverage also extends
indefinitely, replacing coverage which would by its terms have otherwise
expired by December 31, 1997. Porex will continue to evaluate the need to
purchase further extended reporting period coverage from excess insurers to
the extent such coverage is reasonably available. The Company believes that
its present coverage, together with its insurance policies in effect on or
before December 31, 1994, should provide adequate coverage against liabilities
that could result from actions or claims arising out of Porex's distribution
of implants. To the extent that certain of such actions and claims seek
punitive and compensatory damages arising out of alleged intentional torts,
such damages, if awarded, may or may not be covered, in whole or in part, by
Porex's insurance policies. In addition, Porex's recovery from its insurance
carriers is subject to policy limits and certain other conditions. Porex has
been expensing the retention amount under its policies as incurred.

Although no assurances can be given, the Company believes that the claims
relating to the above-mentioned proceedings will not, individually or in the
aggregate, have a material adverse effect on the financial condition or
results of operations of the Company. See "Business--Litigation."

REGULATORY REQUIREMENTS

Porex manufactures and distributes certain medical/surgical devices,
including plastic and reconstructive surgical implants. The development,
testing, marketing and manufacturing of such devices are regulated under the
Medical Device Amendments of 1976 to the Federal Food, Drug and Cosmetic Act
(the "1976 Amendments") and additional regulations promulgated by the Food and
Drug Administration (the "FDA"). In general, these statutes and regulations
require that manufacturers adhere to certain standards designed to ensure the
safety and effectiveness of medical devices. Compliance with such requirements
and the process of obtaining approvals can be costly, complicated and time-
consuming and there can be no assurance that such approvals will be granted on
a timely basis, or at all.

Under the 1976 Amendments, each medical device manufacturer must be
registered and must comply with intricate regulations. The FDA is authorized
to obtain and inspect devices, their labeling and advertising, and to inspect
the facilities in which they are manufactured. A device is classified as a
Class I, II or III, depending on the degree of regulation deemed appropriate
and necessary. Class I devices are subject only to general controls. Class II
devices, in addition to general controls, are subject to performance
standards. Class III devices, including most devices used or implanted in the
body, require FDA pre-market approval before they may be marketed.

Products which Porex may introduce in the future will be subject to the FDA
classification requirements. The process may involve clinical investigation,
or human study, to generate data to prove safety and

8
<PAGE>

effectiveness. There can be no assurance that new products will be approved,
or that they will be classified in the manner requested by Porex.
Classification can be an expensive and time consuming process that can delay
or prevent the introduction of products.

Medical devices also are subject to postmarket reporting requirements when
the device may have caused or contributed to the death or serious injury, and
when device malfunctions would be likely to cause or contribute to a death or
serious injury. If safety or efficacy problems occur after the product reaches
the market, the FDA may take steps to prevent or limit further marketing of
the product. Additionally, the FDA actively enforces regulations prohibiting
marketing of devices for indications or uses that have not been cleared or
approved by the FDA. See "Business--Regulation."

DEPENDENCE ON PROPRIETARY RIGHTS AND PROPRIETARY KNOW-HOW

The Company depends in part on its proprietary technology and technical
know-how. The Company relies on a combination of trade secret, patent and
other intellectual property laws and confidentiality procedures and non-
disclosure contractual provisions to protect its intellectual property.
However, any such method may not provide adequate protection, and such
information may become known to, or be independently developed by, competitors
and the Company's patent or proprietary rights in such knowledge may be
challenged. Such events could have a material adverse effect on the Company's
business, financial condition or results of operations. See "Business--
Intellectual Property."

CHANGING CUSTOMER REQUIREMENTS

The Company's products are integrated into end products used in various
industries, some of which are characterized by rapidly changing technology and
frequent new product introductions. Accordingly, the Company's success will
depend to a substantial degree on its ability to develop and introduce in a
timely manner products and applications that meet changing customer
requirements. However, there can be no assurance that the Company will be able
to do so. See "--Competition."

COMPETITION

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of the offering, the Company will have a total of
17,500,000 shares of Common Stock (17,875,000 if the Underwriters over-
allotment options are exercised in full) outstanding and approximately
shares of Common Stock subject to stock options granted under the
Company's stock option plans. See "Management--Compensation Pursuant to Plans
and Arrangements of the Company." Of such shares, 2,500,000 shares of Common
Stock (2,875,000 if the Underwriters over-allotment options are exercised in
full) being sold in the offering (together with any shares sold upon exercise
of the Underwriters' over-allotment option) will be immediately eligible for
sale in the public market without restriction, except for shares purchased by
or issued to any "affiliate" of the Company (within the meaning of the
Securities Act of 1933, as amended (the "Securities Act")). All of the
outstanding shares of Common Stock held by Synetic will be "restricted
securities" as such term is defined under Rule 144 under the Securities Act
("Rule 144"). The Company and Synetic have agreed not to sell or otherwise
dispose of any shares of Common Stock without the consent of Merrill Lynch for
a period of 180 days after the date of this Prospectus, subject to certain
exceptions. See "Shares Eligible for Future Sale" and "Underwriting."

9
<PAGE>

Subject to the restrictions described above and applicable law, Synetic will
be free to sell shares of Common Stock it owns upon completion of the
offering. Upon consummation of the offering, Synetic will own approximately
86% (approximately 84% if the Underwriters over-allotment options are
exercised in full) of the outstanding Common Stock. In connection with the
offering, the Company and Synetic have entered into an agreement which
provides that Synetic will have certain rights to have the shares of Common
Stock owned by it after the offering registered by the Company under the
Securities Act in order to permit the public sale of such shares. While
Synetic in the future may effect sales of Common Stock that will reduce its
ownership interest in the Company, Synetic has advised the Company that it
currently has no plans to reduce its ownership interest in the Company through
sales or other dispositions following the offering. However, Synetic is not
subject to any contractual obligation to retain its controlling interest,
except that Synetic has agreed not to sell or otherwise dispose of any shares
of the Company for a period of 180 days after the date of the Prospectus, as
noted above. No prediction can be made as to the effect, if any, that future
sales of Common Stock by Synetic, or the availability of Common Stock for
future sale, will have on the market price of the Common Stock prevailing from
time to time. Sales of substantial amounts of Common Stock (including shares
issuable upon the exercise of stock options), or the perception that such
sales could occur, could materially and adversely affect prevailing market
prices for the Common Stock and the ability of the Company to raise equity
capital in the future. In addition, in the event the Company makes future
acquisitions, the Company may issue equity securities as consideration for one
or more such acquisitions or may be required to raise funds in addition to
those being raised in the offering through borrowings or the issuances of
additional debt or equity securities. See "--Implementation of Growth
Strategy; Integration of Acquisitions," "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Capital Resources and
Liquidity," "Business--Growth Strategy," "Transactions and Relationship with
Principal Stockholder--Certain Agreements" and "Shares Eligible for Future
Sale."

ABSENCE OF PUBLIC MARKET FOR SECURITIES

Prior to these offering there has been no public market for any securities
of the Company. Although the Company intends to make application to quote the
Common Stock on the Nasdaq National Market, there can be no assurance that any
trading market for the shares will develop, or, if any such market develops,
that it will be sustained. Accordingly, purchasers of the Common Stock may
experience difficulty selling or otherwise disposing of such shares. The
initial public offering price of the Common Stock offered hereby has been
determined through negotiations among the Company and the Underwriters and may
not be indicative of the market price of the Common Stock after the offering.
Moreover, the market price of the Common Stock after the offering may be
volatile and will be affected by, among other things, the Company's
performance, industry related factors and general market conditions. See
"Underwriting" for information relating to the method for determining the
initial public offering price of the Common Stock.

DILUTION; ABSENCE OF DIVIDENDS

Purchasers of the Common Stock offered hereby will experience immediate and
substantial dilution. See "Dilution." The Company currently anticipates that
it will retain all available funds for use in its business and does not expect
to pay any cash dividends in the foreseeable future. See "Dividend Policy."

BROAD DISCRETION IN APPLICATION OF PROCEEDS

The Company intends to use the net proceeds from the issuance and sale of
Common Stock offered hereby for general corporate purposes, which may include
acquisitions. As of the date of this Prospectus, the Company has no agreement
or understanding with any prospective acquisition candidate in respect of a
specific transaction and has not finally determined the corporate purposes for
which such net proceeds will be used. Accordingly, the specific uses for the
net proceeds will be at the discretion of the Board of Directors and the
management of the Company and will not necessarily require shareholder
approval. See "Use of Proceeds."

10
<PAGE>

USE OF PROCEEDS

The net proceeds to be received by the Company from the issuance and sale of
Common Stock offered hereby at an assumed initial public offering price of
$15.50 per share are estimated to be approximately $34.9 million
(approximately $40.1 million if the Underwriters' over-allotment option is
exercised) after deducting underwriting discounts and commissions and
estimated offering expenses payable by the Company. The Company currently
intends to use the funds for general corporate purposes, which may include
acquisitions. As part of the implementation of its growth strategy, the
Company reviews acquisition opportunities on a regular basis and from time to
time enters into negotiations with respect to potential acquisitions. As of
the date of this Prospectus, the Company has no agreement or understanding
with a prospective acquisition candidate in respect of a specific transaction.
The identity of the businesses that may ultimately be acquired are not known
by the Company at this time. There can be no assurance that the Company will
be able to consummate any acquisitions. See "Risk Factors--Implementation of
Growth Strategy; Integration of Acquisitions," "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and "Business--Growth Strategy."

Pending use of the net proceeds of the offering, the Company intends to
invest such proceeds in U.S. government or investment-grade marketable
securities.

DIVIDEND POLICY

The Company currently intends to retain any earnings to finance the
development and expansion of the Company's business and does not anticipate
paying any cash dividends in the foreseeable future. The declaration and
payment of dividends by the Company are subject to the discretion of the Board
of Directors of the Company. Any future determination to pay dividends will
depend on the Company's results of operations, financial condition, capital
requirements, contractual restrictions and other factors deemed relevant at
the time by the Board of Directors. See "Risk Factors--Dilution; Absence of
Dividends."

11
<PAGE>

DILUTION

At September 30, 1997, the Company had a net tangible book value of $34.7
million or $2.31 per share of Common Stock. Net tangible book value represents
the difference between the tangible assets of the Company and the total
liabilities of the Company. Net tangible book value per share of Common Stock
represents the total net tangible book value of the Company divided by the
number of shares of Common Stock outstanding.

After giving effect to the sale by the Company of the 2,500,000 shares of
Common Stock to be sold in the offering (at an assumed initial public offering
price of $15.50 per share) and the receipt of the estimated net proceeds
thereof, after deducting underwriting discount and estimated offering expenses
payable by the Company, the net tangible book value of the Company would have
been $3.97 per share at September 30, 1997. This amount represents an
immediate increase in net tangible book value per share of $1.66 to Synetic
and an immediate dilution in net tangible book value per share (the difference
between the public offering price of the shares and the net tangible book
value after the offering) of $11.53 per share to new investors. The following
table illustrates such per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share..................... $15.50
Net tangible book value per share before the offering............. $2.31
Increase per share attributable to new investors.................. 1.66
-----
Pro forma net tangible book value per share after the offering...... 3.97
------
Dilution per share to new investors(1).............................. $11.53
======
</TABLE>
- --------

(1) Dilution is determined by subtracting the pro forma net tangible book
value per share of Common Stock after the offering from the initial public
offering price per share.

12
<PAGE>

CAPITALIZATION

The following table sets forth the unaudited cash and cash equivalents and
capitalization of the Company at September 30, 1997 on a historical basis and
as adjusted to give effect to the sale in the offering of 2,500,000 shares of
Common Stock at the assumed public offering price of $15.50 per share and the
application of the estimated net proceeds of such sale (after deducting
underwriting discount and estimated offering expenses payable by the Company).
See "Use of Proceeds." This table should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," the Company's Consolidated Financial Statements and notes
thereto, the Pro Forma Financial Information and other financial information
included elsewhere in this prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30,
1997
-----------------
AS
ACTUAL ADJUSTED
------- --------
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents.................................... $ 7,352 $42,227
======= =======
Long-term debt............................................... $ -- $ --
------- -------
Stockholder's equity:
Preferred stock, $.01 par value, 10,000,000 shares autho-
rized;
no shares issued and outstanding.......................... -- --
Common stock, $.01 par value, 50,000,000 shares authorized;
15,000,000 shares issued and outstanding; 17,500,000
shares as adjusted(1)(2).................................. 150 175
Additional paid-in capital................................. -- 34,850
Retained earnings.......................................... 47,374 47,374
Cumulative foreign currency translation adjustment......... (621) (621)
------- -------
Total stockholder's equity............................... 46,903 81,778
------- -------
Total capitalization................................... $46,903 $81,778
======= =======
</TABLE>
- --------
(1) See Note 3 to the Company's Consolidated Financial Statements.

13
<PAGE>

SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial data as of
and for each of the five years in the period ended June 30, 1997 and as of
September 30, 1997 and for the three-month periods ended September 30, 1996
and 1997. Data as of June 30, 1996 and 1997 and for each of the three years in
the period ended June 30, 1997 have been derived from the Consolidated
Financial Statements of the Company included elsewhere in this Prospectus
which have been audited by Arthur Andersen LLP, independent public accountants
for the Company. Such information should be read in conjunction with the
accompanying notes and the Company's Consolidated Financial Statements and the
related notes thereto included elsewhere in this Prospectus. Information as of
June 30, 1993, 1994 and 1995 and for each of the years ended June 30, 1993 and
1994 and as of and for the three-month periods ended September 30, 1996 and
1997 is unaudited but, in the opinion of management, contains all normal and
recurring adjustments necessary to present fairly the financial position and
results of operations of the Company for those periods. Results for the
interim periods are not necessarily indicative of results for any full year.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
--------------------------------------- ---------------------
1993 1994 1995 1996 1997(1) 1996 1997(1)
------- ------- ------- ------- ------- ------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............... $30,130 $33,093 $39,180 $45,129 $52,885 $11,185 $14,833
Costs and expenses:
Cost of sales......... 18,124 21,493 23,006 25,106 29,035 6,126 8,316
Selling, general and
administrative....... 7,685 8,560 9,933 10,714 11,697 2,762 3,189
------- ------- ------- ------- ------- ------- -------
Operating income........ 4,321 3,040 6,241 9,309 12,153 2,297 3,328
Other income, net ...... 155 48 244 586 904 305 103
------- ------- ------- ------- ------- ------- -------
Income before provision
for income taxes....... 4,476 3,088 6,485 9,895 13,057 2,602 3,431
Provision for income
taxes.................. 1,755 1,136 2,710 3,844 4,945 985 1,363
------- ------- ------- ------- ------- ------- -------
Net income.............. $ 2,721 $ 1,952 $ 3,775 $ 6,051 $ 8,112 $ 1,617 $ 2,068
======= ======= ======= ======= ======= ======= =======
Net income per share(2). $ .18 $ .13 $ .25 $ .40 $ .54 $ .11 $ .14
======= ======= ======= ======= ======= ======= =======
<CAPTION>
JUNE 30, SEPTEMBER 30,
--------------------------------------- -------------
1993 1994 1995 1996 1997(1) 1997(1)
------- ------- ------- ------- ------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital......... $10,090 $10,915 $12,595 $18,393 $11,947 $13,580
Total assets............ 30,127 32,372 37,526 46,486 57,584 58,716
Long-term debt, less
current portion........ 558 216 -- -- -- --
Stockholder's equity.... 25,225 27,485 31,540 37,366 45,082 46,903
</TABLE>
- --------
(1) The financial information for Fiscal 1997 and the first quarter of Fiscal
1998 reflects the Company's acquisition of Interflo in February 1997. See
"Pro Forma Financial Information."
(2) Based on 15,000,000 shares of Common Stock outstanding.

14
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated (i) the percentage
which certain items in the financial statements of the Company bear to net
sales and (ii) the percentage change in the dollar amount of such items from
period to period.

<TABLE>
<CAPTION>
PERCENTAGE INCREASE
PERCENTAGE OF NET SALES (DECREASE)
----------------------------------- --------------------------
THREE MONTHS THREE MONTHS
YEAR ENDED JUNE ENDED YEAR ENDED ENDED
30, SEPTEMBER 30, JUNE 30, SEPTEMBER 30,
------------------- -------------- ----------- -------------
1996 1997 1997
VS VS VS
1995 1996 1997 1996 1997 1995 1996 1996
----- ----- ----- ------ ------ ----- ---- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............... 100.0% 100.0% 100.0% 100.0% 100.0% 15.2% 17.2% 32.6%
Cost of sales........... 58.7 55.6 54.9 54.8 56.1 9.1 15.6 35.7
Selling, general and
administrative......... 25.4 23.8 22.1 24.7 21.5 7.9 9.2 15.5
----- ----- ----- ------ ------ ----- ---- -----
Total costs and
expenses............... 84.1 79.4 77.0 79.5 77.6 8.7 13.7 29.4
----- ----- ----- ------ ------ ----- ---- -----
Operating income........ 15.9 20.6 23.0 20.5 22.4 49.2 30.6 44.9
Other income, net....... 0.6 1.3 1.7 2.7 0.7 140.2 54.3 (66.2)
----- ----- ----- ------ ------ ----- ---- -----
Income before provision
for income taxes....... 16.5 21.9 24.7 23.2 23.1 52.6 32.0 31.9
Provision for income
taxes.................. 6.9 8.5 9.4 8.8 9.2 41.8 28.6 38.4
----- ----- ----- ------ ------ ----- ---- -----
Net income.............. 9.6% 13.4% 15.3% 14.4% 13.9% 60.3% 34.2% 27.9%
===== ===== ===== ====== ====== ===== ==== =====
</TABLE>

THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1997

Net sales for the first quarter of Fiscal 1998 increased 32.6% to
$14,833,000 from $11,185,000 in the comparable prior year period. The
acquisition of Interflo in February 1997 accounted for $1,611,000 of the
increase in sales. The balance of the increase in net sales was due
principally to (a) significant increased sales of writing instrument nibs, (b)
increased sales to medical original equipment manufacturers ("OEMs") of porous
components used in diagnostic products and (c) increased sales of porous
plastic components to the industrial market, including components used in
electronic devices.

Cost of sales for the first quarter of Fiscal 1998 increased 35.7% to
$8,316,000 from $6,126,000 in the comparable prior year period. This increase
was attributable to the operations of Interflo, the increased sales volume
noted above and to a lesser extent additional depreciation for equipment
associated with process improvements. As a percent of net sales, cost of sales
for the first quarter of Fiscal 1998 increased to 56.1% from 54.8% in the
prior year period due to certain higher costs associated with the operations
of Interflo. The Company expects to improve the productivity of Interflo
through the introduction of the Company's proprietary technology and
manufacturing processes.

Selling, general and administrative expenses for the first quarter of Fiscal
1998 increased 15.5% to $3,189,000 from $2,762,000 in the comparable prior
year period. This increase was due primarily to an increase in expenses
associated with the increase in sales volume noted above and to the operations
of Interflo. As a percent of net sales, selling, general and administrative
expenses for the first quarter of Fiscal 1998 decreased to 21.5% from 24.7% in
the prior year. This improvement reflects the higher growth rate of net sales
as compared to the growth rate of selling, general and administrative
expenses, a portion of which are fixed in nature and do not increase
proportionately with net sales.

15
<PAGE>

Other income, net, which is comprised primarily of interest income, for the
first quarter of Fiscal 1998 decreased 66.2% to $103,000 from $305,000 from
the prior year period due to reduced cash available for investment following
the payment in cash of the purchase price for the acquisition of Interflo.

The effective tax rate for the first quarter of Fiscal 1998 increased to
39.7% from 37.9% in the prior year period due primarily to foreign tax
adjustments lowering the effective rate in the prior year.

FISCAL 1997 COMPARED TO FISCAL 1996

Net sales for Fiscal 1997 increased 17.2% to $52,885,000 from $45,129,000 in
the comparable prior year period. The acquisition of Interflo and other
businesses accounted for $4,102,000 of the sales increase. The balance of the
increase in net sales was due principally to (a) increased sales of writing
instrument nibs primarily as a result of the introduction of a new line of
writing instrument products, (b) increased sales of medical OEM porous
components, such as pipette tip filters, and sales of the Company's own
finished products, such as pipette tips, primarily to the research and
laboratory markets and (c) to a lesser extent, increased sales of surgical
products.

Costs of sales for Fiscal 1997 increased 15.6% to $29,035,000 from
$25,106,000 in the comparable prior year period due to the increased sales
volume noted above and to the operations of Interflo. As a percent of net
sales, cost of sales for Fiscal 1997 decreased to 54.9% from 55.6% in the
comparable prior year period principally due to increased leverage of certain
fixed costs which do not increase proportionately with sales and improvements
in material and labor usage.

Selling, general and administrative expenses for Fiscal 1997 increased 9.2%
to $11,697,000 from $10,714,000 in the comparable prior year period due
primarily to an increase in expenses associated with the increase in sales
volume noted above. As a percent of net sales, selling, general and
administrative expenses for Fiscal 1997 decreased to 22.1% from 23.8% in the
comparable prior year period. This improvement reflects the higher growth rate
of net sales as compared to the growth rate of selling, general and
administrative expenses, a portion of which are fixed in nature and do not
increase proportionately with net sales.

Other income for Fiscal 1997 increased 54.3% to $904,000 from $586,000 in
the comparable prior year period primarily as a result of the investment of
additional cash generated from operations.

The effective tax rate for Fiscal 1997 decreased to 37.9% from 38.8% in the
prior year period primarily as a result of a reduction in state income taxes
resulting from changes in certain state apportionment rules.

FISCAL 1996 COMPARED TO FISCAL 1995

Net sales for Fiscal 1996 increased 15.2% to $45,129,000 from $39,180,000 in
the comparable prior year period. The increase in net sales was due
principally to (a) increased sales of medical OEM porous components primarily
used in diagnostic applications and pipette tip filters for the research and
laboratory markets, (b) increased sales of plastic pharmaceutical vials and
(c) increased sales of writing instrument nibs.

Cost of sales for Fiscal 1996 increased 9.1% to $25,106,000 from $23,006,000
in the comparable year period due to the increased sales volume noted above
and additional depreciation related to capital equipment added to expand
production capabilities and improve efficiencies and product development
costs. As a percent of net sales, cost of sales for Fiscal 1996 decreased to
55.6% from 58.7% in the comparable prior year period principally due to
increased leverage of certain fixed costs which do not increase
proportionately with sales and improvements in material and labor usage.

Selling, general and administrative expenses for Fiscal 1996 increased 7.9%
to $10,714,000 from $9,933,000 in the comparable prior year period due
primarily to an increase in expenses associated with the increase in sales
volume noted above. As a percent of net sales, selling, general and
administrative expenses for Fiscal 1996 decreased to 23.8% from 25.4% in the
prior year. This improvement reflects the higher growth rate of net sales as
compared to the growth rate of selling, general and administrative expenses, a
portion of which are fixed in nature and do not increase proportionately with
net sales.

16
<PAGE>

Other income, which is comprised primarily of interest income for Fiscal
1996 increased 140.2% to $586,000 from $244,000 in the comparable prior year
period primarily as a result of the investment of additional cash generated
from operations.

The effective tax rate for Fiscal 1996 decreased to 38.8% from 41.8% in the
prior year period primarily due to tax credits on certain foreign investments.

CAPITAL RESOURCES AND LIQUIDITY

As of September 30, 1997, the Company had $7,352,000 of cash and cash
equivalents. Cash and cash equivalents decreased $5,576,000 in Fiscal 1997 as
a result of (a) net cash used for investing activities of $17,888,000 offset
partially by (b) net cash provided by operations of $13,324,000. Net cash
provided by operating activities in Fiscal 1997 increased 22.5% from
$10,876,000 in Fiscal 1996, principally as a result of increased net income
and increased depreciation and amortization. Net cash used for investing
activities of $17,888,000 in Fiscal 1997 consisted of $12,813,000 paid for
acquired businesses (principally, Interflo) and capital expenditures of
$5,075,000. As of September 30, 1997, the Company had no long-term
indebtedness.

Prior to the offering, the Company has operated as a wholly owned subsidiary
of Synetic. As a result, Synetic employees have performed certain functions on
behalf of the Company relating primarily to financial analysis and tax and
legal advice in connection with the Company's operations and other technical
services. Costs associated with these services historically have not been
material. Following the offering, as a result of becoming a separate public
company, the Company anticipates that overhead expenses will increase as a
result of (a) the costs associated with being a public company and (b) costs
relating to the addition of any personnel required to manage and administer
its affairs and to pursue its growth strategy. The Company at this time cannot
estimate the magnitude of the increase in overhead expenses. While no
assurance can be given, the Company believes that any such incremental costs
will not be material.

As part of its growth strategy, the Company reviews acquisition
opportunities on a regular basis and from time to time enters into
negotiations with respect to potential acquisitions. As of the date of this
Prospectus, the Company has no agreement or understanding with a prospective
acquisition candidate in respect of a specific transaction. Since the
Company's working capital requirements have generally been met by cash flow
from operations and no material commitments for capital expenditures exist,
the Company intends to use the net proceeds of the offering for general
corporate purposes, including potential acquisitions. Financing for such
acquisitions may also come from several other sources, including, without
limitation, proceeds from the incurrence of indebtedness or the issuance of
preferred or common stock, convertible debt or other securities. As
consideration for any acquisitions, in addition to cash, the Company may issue
securities such as notes or common or preferred stock. There can be no
assurance that the Company will be able to consummate any such financing or
that the failure to obtain such financing will not have a material adverse
effect on the Company's growth strategy. See "Risk Factors--Implementation of
Growth Strategy; Integration of Acquisitions," "Use of Proceeds" and
"Business--Growth Strategy."

While the claims relating to the implant litigation, individually or in the
aggregate, are not expected to have a material adverse effect on the
operations and liquidity of the Company, there can be no assurance that, if
the cases or claims relating to the mammary implant litigation are settled or
decided on terms unfavorable to the Company, such settlements or decisions
would not have a material adverse effect on the Company's business, results of
operations or liquidity. See "Risk Factors--Certain Litigation" and
"Business--Litigation."

YEAR 2000 COMPLIANCE

The Company is currently in the process of converting its computer systems
to year 2000 compliant software. The Company does not expect that the cost of
converting such systems will be material to its financial condition or results
of operations. The Company believes it will be able to achieve year 2000
compliance by the end of 1999, and does not currently anticipate any material
disruption in its operations as the result of any failure by the Company to be
in compliance. The Company does not currently have any information concerning
the year 2000 compliance status of its suppliers and customers.

17
<PAGE>

PRO FORMA FINANCIAL INFORMATION

The Unaudited Pro Forma Condensed Consolidated Statement of Income for
Fiscal 1997 has been prepared by the Company by combining, with the
adjustments described in the accompanying notes, the results of operations of
the Company and Interflo assuming the acquisition of Interflo had been
consummated at July 1, 1996, the beginning of the period presented. The pro
forma information is not necessarily indicative of results of operations which
would have occurred had the acquisition been consummated as of July 1, 1996,
or of the results of future operations.

The results of operations of the Company are derived from the Company's
audited Consolidated Financial Statements for Fiscal 1997. The results of
operations of Interflo are derived from the books and records of Interflo for
the period from July 1, 1996 to February 10, 1997 (date of acquisition). The
pro forma adjustments are based upon available information and certain
assumptions that the Company believes are reasonable.

The Unaudited Pro Forma Condensed Consolidated Statement of Income should be
read in conjunction with the Consolidated Financial Statements of the Company
and the related notes thereto as well as the Financial Statements of Interflo
and the related notes thereto which are included elsewhere in this Prospectus.

18
<PAGE>

POREX CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
INTERFLO
FOR THE
POREX PERIOD FROM
YEAR ENDED JULY 1, 1996 TO PRO FORMA
JUNE 30, 1997 FEBRUARY 10, 1997 ADJUSTMENTS PRO FORMA
------------- ----------------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales............... $52,885 $3,584 $56,469
------- ------ -------
Costs and expenses:
Cost of sales......... 29,035 2,544 31,579
Selling, general and
administrative....... 11,697 945 $ 182(1) 12,824
------- ------ ----- -------
40,732 3,489 182 44,403
------- ------ ----- -------
Operating income........ 12,153 95 (182) 12,066
Other income (expense),
net.................... 904 (32) (331)(2) 541
------- ------ ----- -------
Income before provision
for income taxes....... 13,057 63 (513) 12,607
Provision for income
taxes.................. 4,945 1 (181)(3) 4,765
------- ------ ----- -------
Net income.............. $ 8,112 $ 62 $(332) $ 7,842
======= ====== ===== =======
Net income per share.... $ .54 $ .52
======= =======
Weighted average shares
outstanding............ 15,000 15,000
======= =======
</TABLE>

- --------
(1) Represents the amortization of goodwill and other intangibles determined
on a straight-line basis over periods of up to 40 years resulting from the
purchase accounting adjustments related to the transaction.

(2) Represents the elimination of the interest income earned on the funds used
to acquire Interflo.

(3) Represents (a) a provision for taxes computed on Interflo's income before
provision for income taxes, which was not included in the Financial
Statements of Interflo since Interflo was a Subchapter S Corporation, and
(b) the tax effects of the pro forma adjustments at an assumed combined
federal and state statutory rate
of 40%.

19
<PAGE>

BUSINESS

GENERAL

Porex is a leading developer, manufacturer and distributor of porous
plastics products and has a 35-year history of innovation and market
leadership in the field of porous plastics. The Company's porous and solid
plastic components and products are used in a wide range of healthcare,
consumer and industrial applications. Porex's principal products are porous
plastic components, which are incorporated by other manufacturers in a wide
array of finished products, and Porex also designs and manufactures its own
line of finished products in the healthcare area. Below is a summary of
Porex's three product areas.

Healthcare. In the healthcare industry, Porex designs and manufactures
various components that are incorporated in the products of other healthcare
manufacturers, as well as its own line of pipette tips, blood serum filters,
surgical implants and plastic pharmaceutical vials. The Company sells its
healthcare components and products directly to customers and through
independent distributors, such as Allegiance Healthcare Corporation and Fisher
Scientific. Healthcare products represented approximately $27.2 million, or
51%, of the Company's net sales for Fiscal 1997.

Consumer. Porex manufactures porous plastic components for use by other
manufacturers in a variety of home and office products and appliances, such as
writing pen tips, or "nibs," used in marking and highlighting pens, home water
filters, and deodorant and fragrance applicators. Sales to this market
represented approximately $14.7 million, or 28%, of Porex's net sales for
Fiscal 1997.

Industrial. Porex manufactures a wide range of custom porous plastic
components for industrial applications, including automobile battery vents,
wastewater treatment filters and silencers to reduce sound levels produced by
compressed air. Industrial products represented approximately $11.0 million,
or 21%, of Porex's net sales for Fiscal 1997.

The Company's porous plastic products are used to filter, wick, diffuse,
drain, vent or control the flow of fluids or gases. Porous plastic has a
permeable structure with omni-directional, interconnecting pores that allow
fluids and gases to flow in all directions. In numerous healthcare, consumer
and industrial applications, porous plastic is a cost-effective and high-
quality alternative to other non-porous plastic media. Depending on the
intended application, the Company manufactures porous plastic products with
pore sizes between approximately 5 and 500 micrometers (one micrometer is
equal to one-millionth of a meter; an object of 40 micrometers in size is
about as small as can be discerned by the naked eye). Porex manufactures
porous plastic materials at its own facilities as fabricated devices, custom-
molded shapes, sheets, tubes or rods, depending on the intended application or
customer specifications.

The table below sets forth the aggregate amount of net sales of the
Company's products for healthcare, consumer and industrial applications. See
Note 5 to the Company's Consolidated Financial Statements for Segment
Information by geographic area.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
------------------------------------------- THREE MONTHS ENDED
1995 1996 1997 SEPTEMBER 30, 1997
------------- ------------- ------------- -------------------
AMOUNT % AMOUNT % AMOUNT % AMOUNT %
------- ----- ------- ----- ------- ----- -------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Product Category:
Healthcare............. $19,957 50.9% $23,723 52.6% $27,216 51.5% $ 7,275 49.0%
Consumer............... 9,854 25.2 11,231 24.9 14,709 27.8 4,748 32.0
Industrial............. 9,369 23.9 10,175 22.5 10,960 20.7 2,810 19.0
------- ----- ------- ----- ------- ----- ---------- --------
Total Net Sales....... $39,180 100.0% $45,129 100.0% $52,885 100.0% $ 14,833 100.0%
======= ===== ======= ===== ======= ===== ========== ========
</TABLE>

20
<PAGE>

COMPETITIVE STRENGTHS

Porex's leading reputation for developing innovative manufacturing
technology and providing solutions to complex customer requirements results
from its competitive strengths described below.

Technological Leadership. The Company is a technological leader in the
design and manufacture of porous plastic products. Through 35 years of
experience, the Company has developed extensive proprietary technologies that
the Company believes provide it with significant competitive advantages. One
such advantage is the proprietary design of its molding machines and molds,
which provide an efficient and cost-effective method of manufacturing high-
quality products.

Advanced, Efficient Manufacturing Capabilities. The Company has
technologically advanced manufacturing capabilities, with four manufacturing
facilities located in the United States and additional facilities in the
United Kingdom and Germany. The Company has spent over $12.0 million in the
last three fiscal years on new machines and technology to improve efficiency
and manufacturing processes in order to produce higher quality products. Two
of the Company's U.S. facilities operate under Good Manufacturing Practices
("GMP") protocols and are registered with the FDA and a third U.S. facility
will seek FDA registration. Both of the Company's European facilities are
International Standards Organization ("ISO") certified. The Company believes
that its operation under GMP protocols and ISO certification and its
recognition as a reliable source of supply gives it significant competitive
advantages in the United States and Europe.

Active Collaboration with Customers. Since its inception, Porex has
dedicated itself to identifying and implementing solutions to complex customer
design and performance requirements. The Company's customer-focused teams
consult with customers and take a proactive role in developing new
applications of its proprietary technology. The Company has a diverse customer
base of over 600 customers, including numerous Fortune 500 companies.

Technically Skilled Sales Force. The Company's marketing activities are
conducted by a sales and marketing force of 19 professionals with in-depth
knowledge of plastics technologies and product applications. This knowledge
enables them to identify and develop products that provide solutions to both
industry-wide and customer-specific problems. The Company believes that the
technical skills of its sales force have created close working relationships
with many of its customers, allowing the Company to respond promptly to
customer demands.

Experienced Management. The Company's senior managers responsible for
manufacturing, research and development, and sales and marketing have played
an integral role in the development of the porous plastics industry. Several
of these managers have more than 20 years of industry experience and have been
important to the Company's identification of emerging customer needs, the
development of new applications for its core technologies and the
establishment of its proprietary manufacturing facilities and processes.

GROWTH STRATEGY

The Company's objective is to increase sales and net income by leveraging
the Company's competitive strengths and broadening its product offerings. To
achieve this objective, the Company intends to internally develop and acquire
new products and technologies that complement the Company's current product
offerings. In addition, the Company intends to pursue growth opportunities in
international markets.

Internal Development and Acquisition of Complementary Products and
Technologies. The Company believes there are significant opportunities for new
applications of porous plastic products and components. In addition, the
Company intends to expand its product offerings to include non-plastic porous
products. The Company anticipates pursuing these opportunities by internally
developing and acquiring (i) non-plastic porous

21
<PAGE>

media products and technologies, (ii) new products and technologies in the
life sciences and clinical products areas to take advantage of its established
distribution network and (iii) new products in the surgical products area.

. New Porous Media Products and Technologies. Historically, substantially
all of the Company's porous plastic components and products have been
manufactured from thermoplastic polymers. The Company believes, however,
that certain non-plastic porous media, such as fiber, felts and
membranes, are preferred by certain customers over porous plastics for
certain applications. The Company is seeking to increase sales to
existing customers and gain new customers by expanding its product lines
to include non-plastic porous media through internal development and
acquisitions. The Company believes that there are many attractive
acquisition candidates with different porous media technology that are
privately held companies with fewer resources and customer relationships
than Porex. By acquiring one or more of these companies, the Company
believes that it can penetrate the market for non-plastic porous media
products through leveraging its own size, manufacturing experience and
reputation for providing innovative customer-driven solutions in the
porous plastics area.

. Life Sciences and Clinical Products. Porex believes that it can achieve
sales growth in the life sciences and clinical products areas by
acquiring businesses with new products and technologies and through
internal development of new products. By broadening its mix of life
sciences and clinical products, Porex believes that it can increase sales
to medical and laboratory product distributors by taking advantage of the
industry trend to consolidate the sources of supply. Porex currently
distributes its life sciences and clinical products through distributors
such as Allegiance Healthcare Corporation and Fisher Scientific. Porex is
a "Best Value" supplier partner of Allegiance Healthcare Corporation and
a key "Outstanding Quality" supplier of Fisher Scientific.

. Surgical Products. Porex has developed strong relationships with plastic
and reconstructive surgeons through the development and commercialization
of its MEDPOR surgical implant product line. Through its established
distribution network, Porex also sells surgical drains and markers. Porex
intends to expand its product offerings in the surgical products area by
leveraging its existing relationships with surgeons and its distribution
network, as well as by acquiring businesses with complementary surgical
products.

Expansion in International Markets. The Company believes that markets
outside of the United States offer significant growth opportunities for
numerous porous plastic applications that have been proven effective in the
United States. The Company's strategy is to introduce in these markets porous
plastic alternatives to higher-cost or lower-performing products made from
other media. During Fiscal 1997, the Company acquired two U.K. entities,
Sintair and Warwicker, to complement its existing European manufacturing base
and accelerate its growth in Europe. The Company believes its presence in
Europe enables it to work more closely with its customers and gives its
customers assurance of a reliable regional supplier of porous plastic
components. In addition, the Company has a regional office based in Malaysia
to service Pacific Rim customers. This office coordinates marketing of the
Company's porous plastic components through independent sales representatives
in several Asian countries. The Company intends to aggressively seek further
opportunities to increase its sales to foreign customers and its presence in
foreign markets, including expanding its foreign manufacturing capabilities.

There can be no assurance that the Company can successfully implement its
growth strategy and achieve its objectives. See "Risk Factors--Implementation
of Growth Strategy; Integration of Acquisitions."

HEALTHCARE PRODUCTS

Porex manufactures porous plastic components for incorporation into
healthcare products made by OEMs. The Company's proprietary products for life
sciences and clinical applications include blood serum filters, pipette tips
and blood tube closure devices. The Company also manufactures and assembles a
line of medical/surgical products designed primarily for use in plastic and
reconstructive surgery, oculoplastic surgery and oral maxillofacial surgery.

22
<PAGE>

OEM Medical Product Components. Porex manufactures various porous plastic
components that it sells to OEMs for incorporation into their finished
products. These porous plastic products are used to filter, wick, diffuse,
drain, vent or control the flow of fluid or gases and are also used as
membrane supports in certain products. The components include (i) self-sealing
valves in surgical vacuum canisters to minimize exposure to blood or other
body fluids and to protect downstream vacuum sources, (ii) a venting system
for catheters which allows air to vent from a catheter as it is inserted into
a vein, while at the same time preventing blood spillage and possible
contamination of hospital personnel, (iii) vents for blood storage containers
used in clinical research, and (iv) an array of porous plastic strips and
similar components used for wicking body fluids in diagnostic testing and
monitoring kits for professional and home use.

Life Sciences and Clinical Products. The Company's life science products
include a full line of pipette tips used by research laboratories worldwide.
The Company produces certain pipette tips that contain patented porous plastic
filters that prevent contamination of pipetters and test samples. In the
clinical area, Porex's blood serum filters are used to separate microscopic
particles and fibrous matter (fibrin) from centrifuged blood serum to prevent
clogging of automated laboratory chemical analysis equipment. Porex also
manufactures a line of closure devices that are used with blood serum filters
and tubes. Porex believes that the demand for its current blood serum filters
has been decreasing in the past few years due to the use of automated blood
testing equipment which does not require filtered blood serum for analysis.

The Company has identified disposable plastic products for the life sciences
and clinical market as a niche market with significant growth opportunity. In
this area, the Company has recently introduced two new products: (i) an
enhanced pipette tip product line for hand and automatic pipetters and (ii) a
line of plastic test tubes. A pipetter is a device for transferring a precise
amount of fluid.

Surgical Products. Porex's surgical products are marketed primarily to
surgeons who specialize in plastic and reconstructive surgery, oculoplastic
surgery and oral maxillofacial surgery. The product line includes MEDPOR
Surgical Implant polymeric biomaterial, used for craniofacial reconstruction
and augmentation, and TLS Surgical Drainage Systems for small surgical
incisions. Porex also markets Squeeze-Mark and TLS Surgical Marker pens to
mark the areas of proposed surgical incision. Porex manufactures MEDPOR
Surgical Implant material and distributes, and in some cases assembles, the
other items in its surgical product line.

Vials and Solid Plastic Components. Porex manufactures and sells a full line
of plastic pharmaceutical vials. Porex also produces close-tolerance solid
plastic components, which use most thermoplastic resins, but primarily
polystyrene, polypropylene and thermoplastic rubber for medical and industrial
applications. Some of these products are custom designed and produced to
satisfy individual customer specifications.

CONSUMER PRODUCTS

Porex manufactures a line of porous plastic components used in a variety of
home and office products and appliances.

Writing Instrument Nibs. Porex's consumer products include a variety of
writing pen tips, or "nibs", which Porex supplies to manufacturers of marking
and highlighting pens. The porous nib conducts the ink stored in the pen
barrel to the writing surface by capillary action. Recently, Porex introduced
a line of stamper nibs for incorporation into a new line of childrens'
markers.

Filters. Porex produces a variety of porous plastic filters used in home
water filters and conditioners which remove particles and sediment. The
Company also manufactures filters incorporating activated carbon used to
reduce chlorine levels in drinking water thereby improving its taste and odor.

Health and Beauty Products. Porex also sells its porous plastic components
for use in health and beauty aid products such as deodorant and fragrance
applicators.

23
<PAGE>

INDUSTRIAL PRODUCTS

Porex manufactures a variety of custom porous plastic components for a broad
range of industrial applications. These components are produced as molded
shapes, and in sheets, tubes and rods, and are individually designed to
customer specifications as to size, rigidity, porosity and other needs. In
this market, the Company believes that it is currently the largest producer of
porous plastic vents used in domestic automobile batteries. The Company also
manufactures a porous plastic material used for large filter support media for
wastewater treatment facilities, which permits recycling and reuse of
wastewater. Recently, the Company has developed a new product for one of its
customers that is used in a system to remove odor and color from wastewater.
Porex also produces other industrial components, including (i) filters to
remove particulate matter, oil and water residues from compressed air lines,
(ii) silencers to reduce sound levels produced by compressed air, (iii)
miscellaneous water filters for industrial use, including use in vending
machines, and (iv) products for facilitating the movement of powdered
materials.

MARKETING AND DISTRIBUTION

The Company has a diverse customer base of over 600 customers, including
numerous Fortune 500 companies. Porex distributes its life sciences and
clinical products through Allegiance Healthcare Corporation and Fisher
Scientific and other independent distributors. Porex's surgical products are
sold by its sales personnel, as well as through independent dealers and
agents. In the United States, sales of OEM health care products, industrial
products and consumer products are made directly by Porex's marketing staff.
Internationally, these products are sold by Porex's marketing staff and
through independent distributors and agents, who work with Porex's marketing
staff. Export sales, which are made principally to Europe and Asia, consist
primarily of Porex's OEM medical product, industrial product and consumer
product lines. In Fiscal 1995, Porex's foreign and export product sales were
approximately $10,402,000, or 27% of net sales, as compared to approximately
$12,270,000, or 27% of net sales, in Fiscal 1996 and approximately
$14,730,000, or 28% of net sales, in Fiscal 1997. No customer accounted for
more than 10% of Porex's net sales in Fiscal 1996 or Fiscal 1997. See Note 5
to the Company's Consolidated Financial Statements.

RESEARCH AND DEVELOPMENT

Porex maintains a continuing development program devoted primarily to porous
materials and their applications and proprietary products for the life
sciences and clinical laboratories. Development activities include designing
new and improved products, either proprietary or for customers' specific
requirements, and new manufacturing processes. See "Risk Factors--
Implementation of Growth Strategy; Integration of Acquisitions." Porex's
development expenditures were approximately $1,490,000, $2,014,000 and
$1,791,000 for Fiscal 1995, Fiscal 1996 and Fiscal 1997, respectively.

RAW MATERIALS

The principal raw materials used by Porex in its plastic products business
are a variety of plastic resins which are generally available from a number of
suppliers in adequate quantities to meet Porex's needs. Porex has been able to
obtain adequate supplies of raw materials and believes that sufficient
supplies will be available in the foreseeable future. Porex has no long-term
supply contracts for the purchase of raw materials. Because the primary
resource used in plastic resins is petroleum, the cost and availability of
plastic resins for use in Porex's products varies to a great extent with the
price of petroleum. Porex's inability to acquire sufficient plastic resins at
a reasonable price would affect its ability to maintain its margins in the
short term.

Porex requires high-grade plastic resins with specific properties as raw
materials for certain of its porous plastic products. Accordingly, shipments
of raw materials from suppliers are closely monitored for compliance with
Porex's standards. Although there are various suppliers of high-grade plastic
resins with specific properties and Porex has not experienced any material
difficulty in obtaining adequate supplies of high-grade materials, the

24
<PAGE>

inability to obtain such high-grade plastic resins, or any raw materials,
could have a material adverse effect on Porex. To ensure the availability of
high-grade plastic resins with specific properties, Porex occasionally
purchases larger quantities of such products than it would otherwise currently
require.

For its solid plastic products, Porex utilizes commercial grade
thermoplastic resins, including polyethylene, polypropylene and polystyrene,
that are readily available from a large number of sources. Porex is not
dependent on any single source of supply and, because of the ready
availability of such materials, does not maintain a significant inventory of
such raw materials.

INTELLECTUAL PROPERTY

Porex uses proprietary technology for manufacturing its porous plastic
materials and injection molding technology for manufacturing its solid plastic
products. Porex believes that its non-patented proprietary manufacturing
processes are protected under trade secret, contractual and other intellectual
property rights which do not afford the statutory exclusivity possible for
patented processes. To protect its proprietary technology and maintain high
manufacturing quality and efficiency, the Company designs and manufactures its
porous molding equipment and most of its molds in-house. In certain instances,
however, Porex has sought and intends to continue to seek patents for specific
products and manufacturing processes.

Porex owns a number of patents and trademarks in the United States and other
countries which it deems to be important to its business. The majority of
Porex's patents and patent applications relate to porous plastics and medical
devices and protect certain of the Company's manufacturing processes and
products. The expiration dates of the Company's patents range from 1998 to
2013, with a majority of these patents expiring after 2007. Porex is the
exclusive licensee of a patented valve device used in one model of its blood
serum filters, and of a patent on a surgical drain device. Porex does not
consider either license to be material to its business operations.

REGULATION

The developing, testing, marketing and manufacturing of medical devices such
as plastic and reconstructive surgical implants are regulated under the 1976
Amendments and additional regulations promulgated by the FDA. In general,
these statutes and regulations require that manufacturers adhere to certain
standards designed to ensure the safety and effectiveness of medical devices.
Compliance with such requirements and the process of obtaining approvals can
be costly, complicated and time-consuming and there can be no assurance that
such approvals will be granted on a timely basis.

Under the 1976 Amendments, each medical device manufacturer must be a
registered device manufacturer and must comply with regulations applicable
generally to manufacturing practices and clinical investigations involving
humans. The FDA is authorized to obtain and inspect devices, their labeling
and advertising, and to inspect the facilities in which they are manufactured
in order to ensure that a device is not improperly manufactured or labeled.
Porex is registered with the FDA.

In addition, the sale and marketing of specific medical devices are
regulated by the FDA under the 1976 Amendments, which classify medical devices
based upon the degree of regulation deemed appropriate and necessary. A device
is classified as a Class I, II or III device based on recommendations of
advisory panels appointed by the FDA. Class I devices are subject only to
general controls. Class II devices, in addition to general controls, are
subject to performance standards. Class III devices, including most devices
used or implanted in the body, require FDA pre-market approval before they may
be distributed other than in clinical trials.

Porex's MEDPOR Surgical Implants are regulated as Class II medical devices.
Products which Porex may introduce in the future, if any, may also be
classified as Class I, Class II or Class III medical devices. The procedure
for obtaining classification of a new device as a Class I or Class II device
involves the submission of a petition to the FDA. If the FDA determines that
the device is substantially equivalent to a pre-enactment device or a device
subsequently classified in Class I or Class II, then within the applicable
waiting period it will grant

25
<PAGE>

approval to market the device commercially. If the FDA determines the device
is not substantially equivalent to a pre-enactment device or a device
subsequently classified in Class I or Class II, it is automatically placed
into Class III and will either require reclassification or the submission of
valid scientific evidence to prove the device is safe and effective for human
use. Devices to be implanted will be categorized as Class III unless such
classification is not necessary to ensure their safety and effectiveness. For
new Class III devices, Porex may submit to the FDA an application for an
Investigational Device Exemption ("IDE"). An approved IDE exempts Porex from
certain otherwise applicable FDA regulations and grants approval for a
clinical investigation, or human study, to generate data to prove safety and
effectiveness. In addition, the possibility exists that certain pre-enactment,
or substantially equivalent, devices may be placed into Class III by the FDA.

When a manufacturer believes that sufficient clinical data have been
generated to prove the safety and effectiveness of the device, it may submit a
pre-market approval application ("PMA") to the FDA. The FDA reviews the PMA
and determines whether it is in submittable form and all key elements have
been included. Following acceptance of the PMA, the FDA continues its review
process which includes submission of the PMA to a panel of experts appointed
by the FDA to review the PMA and to recommend appropriate action. The panel
then recommends that the PMA be approved, not approved or approved subject to
conditions. The FDA may act according to the panel's recommendations, or it
may overrule the panel. In approving a PMA, the FDA may require some form of
post-market surveillance or other restrictions.

Vials that are used to contain and transport pharmaceuticals are not
directly regulated by the FDA. The U.S. Pharmacopeia specifies tests and
properties that are necessary to maintain the potency and pharmacological
properties of the medicine the vial is to be used for. The U.S. Consumer
Product Safety Commission specifies the tests that a vial must pass to be
considered child resistant and senior adult user-friendly. Porex's vials have
been designed to meet such standards.

Certain environmental regulations also apply to Porex's business, and the
Company believes that Porex is in substantial compliance with all of such
regulations. However, Porex is subject to random and scheduled checks by
environmental authorities. The Company does not anticipate that any material
capital expenditures will be required to comply with environmental
regulations. See "Risk Factors--Regulatory Requirements."

COMPETITION

The Company competes with other producers of porous plastic materials, as
well as producers of non-plastic porous materials used instead of porous
plastic in certain applications. The Company's ongoing success requires the
continued development of new products and applications of its existing
products. The Company's competitors may succeed in developing porous plastic
and other products that are more effective than the Company's products. In the
porous plastic business, Porex has three competitors in the United States and
two competitors in Europe. The Company's finished products, including surgical
drains and markers, compete with products of a variety of other manufacturers.

The Company attempts to compete principally through product performance,
quality and service, rather than price. The Company believes Porex's principal
competitive strengths are its technological leadership, modern and efficient
manufacturing capabilities, customer relationships and focus, technically
skilled sales force and experienced management. See "--Competitive Strengths."

26
<PAGE>

EMPLOYEES

As of September 30, 1997, the Company had approximately 600 employees.
Approximately 100 production employees at the New York facility of the Company
are covered by a collective bargaining agreement. There are no other
collective bargaining agreements in effect at the Company. The Company
considers its relations with its employees to be good.

FACILITIES

The Company has technologically advanced manufacturing capabilities which it
believes are one of its competitive strengths. See "--Competitive Strengths."
The Company's facilities enable it to produce a broad range of high quality
products. The following table sets forth the Company's facilities.

<TABLE>
<CAPTION>
NUMBER OF TOTAL SQUARE
LOCATION BUILDINGS OWNERSHIP FOOTAGE
----------------------- --------- ------------------------ ------------
<S> <C> <C> <C>
Fairburn, Georgia Two Owned 176,000
Newnan, Georgia One Owned 53,000
College Park, Georgia One Owned 13,000
College Point, New York One Leased, expiring 2011(1) 55,000
Bautzen, Germany Four Owned 55,000
Kings Lynn, England One Leased, expiring 1999 5,000
</TABLE>
- --------
(1) Does not include two additional five-year periods, at the Company's
option.

All of the Company's facilities are used for manufacturing, office space and
warehouse purposes. The Company believes its facilities and equipment are well
maintained, in good operating condition and, in general, suitable for the
Company's purposes and adequate for its present operation.

POTENTIAL LIABILITY RISK AND AVAILABILITY OF INSURANCE

The products sold by Porex expose it to potential risk of product liability
claims, particularly with respect to Porex's life sciences, clinical and
surgical products. The Company believes that it carries adequate insurance
coverage against product liability claims and other risks. There can be no
assurance, however, that claims in excess of Porex's insurance coverage will
not arise. In addition, Porex's insurance policies must be renewed annually.
Although Porex has been able to obtain adequate insurance coverages at an
acceptable cost in the past and seeks indemnification for products
manufactured by others that it distributes, there can be no assurance that in
the future it will be able to obtain such insurance at an acceptable cost, or
at all, or that it will be adequately protected by such indemnification. See
"--Health Care Products," "Risk Factors--Potential Product Liability Risk and
Adequacy of Insurance Coverage" and "Risk Factors--Certain Litigation."

LITIGATION

From 1988 through 1990, Porex distributed implants in the United States
pursuant to the Distribution Agreement with the Manufacturer. Because of costs
associated with increased government regulation and examination, Porex's
supplier determined to withdraw its implants from the United States market. On
July 9, 1991, the FDA mandated a recall of all implants manufactured by
companies that elected not to comply with certain FDA regulations regarding
data collection. Accordingly, Porex notified all of its customers not to use
any implants sold by Porex and to return such implants to Porex for a full
refund. Porex believes that after accounting for implants returned to it, the
aggregate number of recipients of implants distributed by Porex under the
Distribution Agreement in the United States totaled approximately 2,500.

27
<PAGE>

implant in question was not distributed by Porex. In addition, as of September
10, 1997, 61 claims have been settled on a favorable basis by the
Manufacturer, or by the insurance carriers of Porex, without material cost to
Porex. As of September 10, 1997, 225 actions and 31 out-of-court claims were
pending against Porex. One of the pending federal actions, Donna L. Turner v.
Porex Technologies Corporation, et al., is styled as a class action. Of the
225 actions, 108 involve implants identified as distributed by Porex and 84
cases involve implants identified as not having been distributed by Porex. In
the remaining 33 actions, the implants have not been identified. The number of
claims made by individuals during Fiscal 1997 was similar to the number of
claims made during Fiscal 1996, both of which were significantly lower than
the number of claims made during Fiscal 1995.

The typical case or claim alleges that the individual's mammary implants
caused one or more of a wide range of ailments. These implant cases and claims
generally raise difficult and complex factual and legal issues and are subject
to many uncertainties and complexities, including, but not limited to, the
facts and circumstances of each particular case or claim, the jurisdiction in
which each suit is brought, and differences in applicable law. The Company
does not have sufficient information to evaluate each case and claim.

The Company is subject to various claims and proceedings in the ordinary
course of business. Based on information currently available, the Company
believes that none of such current claims or proceedings, individually or in
the aggregate, will have a material adverse effect on the Company's financial
condition or results of operations.

28
<PAGE>

MANAGEMENT

DIRECTORS AND OFFICERS OF THE COMPANY

The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Martin J. Wygod(1)............. 57 Co-Chairman of the Board
Ray E. Hannah(1)............... 61 Co-Chairman of the Board
Kim A. Davis(1)................ 46 President, Chief Executive Officer and Director
Michael W. Smith............... 44 Senior Vice President--President, Porex Technologies Americas
Joachim Wernersbach............ 42 Senior Vice President--President, Porex Technologies Europe
James P. Wingo................. 51 Senior Vice President--Corporate Marketing and Development
Donald K. Jackson.............. 39 Senior Vice President--Chief Financial Officer
Ronald G. Kalish(2)(3)......... 57 Director
James V. Manning(4)............ 51 Director
James Marden(2)................ 44 Director
Leo M. Walsh, Jr.(2)(3)(4)..... 65 Director
- --------
(1)As of January 1, 1998.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
(4) Member of the Finance Committee.

Certain other officers of the Company are:

<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
L. Franklin Bost............... 52 Vice President--President, Porex Surgical
Ioakim Haldopoules............. 61 Vice President--Technology
Philip C. White................ 51 Vice President--Human Resources
</TABLE>

Martin J. Wygod was Chairman of the Board of the Company since its inception
in November 1997 until he became Co-Chairman of the Board with Mr. Hannah on
January 1, 1998. Since July 1983, he has been Chairman of the Board of PTC and
since May 1989, he has been Chairman of the Board of Synetic. From May 1989 to
February 1993, Mr. Wygod also served as Synetic's President and Chief
Executive Officer and until May 1994 was an executive officer of Synetic.
Until May 1994, Mr. Wygod was Chairman of the Board of Medco Containment
Services, Inc. ("Medco"), the former parent of Synetic, for more than five
years, and until January 1993 he also served as Chief Executive Officer of
Medco. Mr. Wygod is also engaged in the business of racing, boarding and
breeding thoroughbred horses and is President of River Edge Farm, Inc., which
is engaged in the business of breeding and boarding thoroughbred horses.

Ray E. Hannah has been Co-Chairman of the Board of the Company since January
1998. Prior to such time, he was President and Chief Executive Officer of the
Company since its inception in November 1997. He has been President of PTC
since September 1987 and its Chief Executive Officer since November 1992.
Prior to becoming Chief Executive Officer of PTC, he was Chief Operating
Officer of PTC from November 1984 to November 1992. He has been a director of
Synetic since May 1989 and a director of PTC since November 1984. Mr. Hannah
has served as an officer or otherwise been employed by PTC for approximately
29 years.

Kim A. Davis has been President, Chief Executive Officer and a director of
the Company since January 1, 1998. He has been a Senior Vice President of
Synetic since January 1, 1998. From May 1993 to December 1997, Mr. Davis was
President and Chief Operating Officer of Gelman Sciences Inc., a worldwide
manufacturer of micro-filtration products and a wholly owned subsidiary of
Pall Corporation. From February 1997 to December 1997, Mr. Davis was a Senior
Vice President of Pall Corporation. From January 1991 to April 1993, Mr. Davis
was Chief Operating Officer of Promega Corp., a worldwide manufacturer of
products used in biotechnology and biopharmaceutical research and production.

Michael W. Smith has been Senior Vice President--President, Porex
Technologies Americas of the Company since its inception in November 1997. He
has been Vice President--General Manager of PTC for more than five years.

29
<PAGE>

Joachim Wernersbach has been Senior Vice President--President, Porex
Technologies Europe of the Company since its inception in November 1997. He
has been Managing Director of Porex Technologies GmbH, an indirect wholly-
owned subsidiary of the Company, for more than five years.

James P. Wingo has been Senior Vice President--Corporate Marketing and
Development of the Company since its inception in November 1997. Since
November 1993, he has been Vice President--Marketing of PTC and from September
1992 to November 1993, he was its Vice President--Corporate Product
Development.

Donald K. Jackson has been Senior Vice President--Chief Financial Officer of
the Company since its inception in November 1997. Since April 1993, he has
been Vice President--Finance of PTC. Prior to such time, he was Director of
Finance for Westburne Supply Inc. and a Manager for Arthur Andersen & Co.

Ronald G. Kalish has been a director of the Company since its inception in
November 1997. From April 1991 to April 1995, he was President and Chief
Executive Officer of UCB Services, Inc., a provider of mortgage credit
reports. From November 1995 to present, he served as Senior Advisor and then
as General Partner of White Pines Limited Partnership, a provider of capital
and management assistance to small- and medium-sized companies.

James V. Manning has been a director of the Company since its inception in
November 1997. Mr. Manning is the President and Chief Executive Officer of
Synetic and has been an executive officer of Synetic for more than six years
and was, until December 1994, an executive officer of Medco for more than five
years. He is also a director of Synetic and Chairman of the Board of Comnet
Corporation, a computer software company.

James Marden has been a director of the Company since its inception in
November 1997. From 1995 until 1997, he served as President of The
Entertainment Connection, Inc. From July 1991 to December 1994, he was Vice
President--Acquisitions of Medco and Synetic. He is also a director of Comnet
Corporation.

Leo M. Walsh, Jr. has been a director of the Company since its inception in
November 1997. From 1989 to present, he has been a director and/or trustee of
several investment companies advised by Hyperion Capital Management, Inc. or
its affiliates. He has also been the Director of Equitable Real Estate
Hyperion Mortgage Opportunity Fund, Inc. and Equitable Real Estate Hyperion
High Yield Commercial Mortgage Fund, Inc. From 1989 to 1994, he was a
financial consultant to Synetic.

L. Franklin Bost has been Vice President--President, Porex Surgical of the
Company since its inception in November 1997 and has been President of Porex
Surgical Inc., an indirect wholly-owned subsidiary of the Company, since
October 1997. Prior to such time, he was Vice President and General Manager of
Porex Surgical Inc. for more than five years.

Ioakim Haldopoules has been Vice President--Technology of the Company since
its inception in November 1997. From April 1995 to November 1997, he was Vice
President--Corporate Research & Development of PTC and prior to such time, he
was Vice President and General Manager of Porex Scientific Inc., an indirect
wholly-owned subsidiary of the Company, for more than five years.

Philip C. White has been Vice President--Human Resources for the Company
since its inception in November 1997. He has been Vice President--Human
Resources for PTC for more than five years.

COMMITTEES OF THE BOARD

The Company's Board has established an Audit Committee and a Compensation
Committee.

Audit Committee. The Audit Committee's primary responsibilities are to meet
with and consider suggestions from members of management and the Company's
independent accountants concerning the financial operations of the Company.
The Audit Committee also reviews audited financial statements of the Company
and considers and recommends the employment of, and approves the fee
arrangement with, independent accountants

30
<PAGE>

for audit functions and advisory and other consulting services. Messrs.
Kalish, Marden and Walsh are the members of the Audit Committee.

Compensation Committee. The Compensation Committee's responsibilities are to
make determinations with respect to salaries and bonuses payable to the
Company's executive officers and to administer the Company's stock option
plans (other than the Director Plan (as defined below)). Messrs. Kalish and
Walsh are the members of the Compensation Committee.

Finance Committee. The Finance Committee's primary responsibilities are to
meet with and consider suggestions from members of management and the
Company's financial advisors and to make recommendations concerning the
financial operations of the Company.

COMPENSATION OF DIRECTORS

Directors of the Company who are employees of the Company will not receive
additional compensation for serving as directors of the Company. Directors who
are not employees of the Company or Synetic will participate in the Porex
Corporation Non-Employee Director Stock Option Plan (the "Director Plan"), but
will not receive cash compensation. The Director Plan provides that on the
first business day of each fiscal year of the Company, each eligible director
then in office will automatically be granted an option to purchase shares
of Common Stock at an exercise price equal to the fair market value of the
Common Stock on the date of grant, subject to vesting requirements. In
addition, each such director will automatically receive an option to purchase
shares of Common Stock, subject to vesting requirements, at the time he is
first elected to the Board. The initial grants under the Director Plan will
occur on the date of the consummation of the offering (the "IPO Date") at an
exercise price equal to the initial public offering price. All directors of
the Company (other than the members of the Compensation Committee) are also
eligible to participate in the Class A Option Plan (as defined below). See
"Management--Compensation Pursuant to Plans and Arrangements of the Company--
Stock Option Plans."

EXECUTIVE COMPENSATION

The following table presents information concerning compensation paid for
services to the Company during Fiscal 1997 to Mr. Hannah, Mr. Smith, Mr.
Wernersbach, Mr. Wingo and Mr. Jackson (the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- -------------------
SECURITIES
NAME AND PRINCIPAL SALARY BONUS OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR ($) ($) COMPENSATION ($) OPTIONS/SARS (#)(1) COMPENSATION ($)
- ------------------ ---- ------- ------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Ray E. Hannah........... 1997 163,461 100,000 4,505 40,000 5,901(2)
President and Chief
Executive Officer
Michael W. Smith........ 1997 108,629 48,556 1,216,875(3) 18,750 2,210(4)
Senior Vice President--
President, Porex
Technologies Americas
Joachim Wernersbach(5).. 1997 119,581 24,074 341,057(6) 12,500 2,642(7)
Senior Vice President--
President, Porex
Technologies Europe
James P. Wingo.......... 1997 91,954 37,389 -- 12,500 2,865(8)
Senior Vice President--
Corporate Marketing and
Development
Donald K. Jackson....... 1997 88,457 38,263 -- 12,500 1,769(9)
Senior Vice President--
Chief Financial Officer
</TABLE>

31
<PAGE>

- --------
(1) Represents options to purchase shares of common stock, $.01 par value, of
Synetic ("Synetic Common Stock") granted to each of the Named Executive
Officers for services rendered to the Company and its subsidiaries under
Synetic's 1989 Class A Stock Option Plan (the "Synetic Class A Plan"), in
the case of Mr. Hannah, and Synetic's 1991 Special Nonqualified Stock
Option Plan (the "Synetic Non-Officer Plan"), in the case of Messrs.
Smith, Wernersbach, Wingo and Jackson.
(2) Includes Company matching contributions to the Porex Technologies Corp.
401(k) Savings Plan (the "Porex 401(k) Plan") and life insurance premiums
paid on behalf of Mr. Hannah of $3,795 and $2,106, respectively.
(3) Represents income realized on the exercise of options to purchase Synetic
Common Stock.
(4) Includes Company matching contributions to the Porex 401(k) Plan and life
insurance premiums paid on behalf of Mr. Smith of $1,931 and $279,
respectively.

(5) German Deutsche Mark salary amounts have been translated into U.S. dollars
at the rate of DM 1.59=$1.00, the average of the month-end exchange rates
as reported in The Wall Street Journal during Fiscal 1997.
(6) Represents income realized on the exercise of options to purchase Synetic
Common Stock of $338,400 and an automobile allowance.
(7) Comprised of Company matching contributions to the Porex 401(k) Plan.
(8) Includes Company matching contributions to the Porex 401(k) Plan and life
insurance premiums paid on behalf of Mr. Wingo of $1,483 and $1,382,
respectively.
(9) Includes Company matching contributions to the Porex 401(k) Plan and life
insurance premiums paid on behalf of Mr. Jackson of $1,629 and $140,
respectively.

The following table presents information concerning the options to purchase
Synetic Common Stock granted during the last fiscal year to the Named
Executive Officers for services rendered to the Company. The Company has
adopted stock option plans which contain substantially similar terms and
conditions to the Synetic Class A Plan and Synetic Non-Officer Plan. For a
description of such plans, see "Management--Compensation Pursuant to Plans and
Arrangements of the Company--Stock Option Plans".

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/ EMPLOYEES OR BASE GRANT DATE
SARS IN FISCAL PRICE EXPIRATION PRESENT VALUE
GRANTED (#)(1) YEAR(2) ($/SH) DATE ($)(3)
-------------- ------------ -------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Ray E. Hannah........... 40,000 1.1% 35.50 04/16/07 459,998
Michael W. Smith........ 18,750 * 32.25 10/02/11 187,424
Joachim Wernersbach..... 12,500 * 32.25 10/02/11 124,949
James P. Wingo.......... 12,500 * 32.25 10/02/11 124,949
Donald K. Jackson....... 12,500 * 32.25 10/02/11 124,949
</TABLE>
- --------
* Less than 1%.

(1) These options vest and become exercisable at the rate of 20% per year,
commencing on the first anniversary of the date of grant and were granted
on the following dates: Mr. Hannah, on April 16, 1997; Messrs. Smith,
Wernersbach, Wingo and Jackson on October 2, 1996. The options to purchase
Synetic Common Stock will continue to vest and remain exercisable subject
to such Named Executive Officers' continued employment with the Company
and the terms and conditions of the Synetic Class A Plan and Synetic Non-
Officer Plan, as applicable.
(2) Based upon the total number of stock options granted to employees of
Synetic.
(3) The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the

32
<PAGE>

value of the options reflected in the above table include the following: (i)
the respective option exercise price, specified above, equal to the fair
market value of the underlying stock on the date of grant; (ii) the exercise
of options within one year of the date that they become exercisable; (iii) a
risk-free interest rate of 6.5% per annum; and (iv) volatility of 0.2722
calculated using daily prices of Synetic Common Stock during the period from
December 14, 1994 to June 30, 1997. The ultimate values of the options will
depend on the future market price of Synetic Common Stock, which cannot be
forecast with reasonable accuracy. The actual value, if any, an optionee
will realize upon exercise of an option will depend on the excess of the
market value of Synetic Common Stock over the exercise price on the date the
option is exercised. There is no assurance that the value realized by an
optionee will be at or near the value estimated by the Black-Scholes model
or any other model applied to value the options.

The following table presents information concerning the value realized upon
the exercise of options to purchase Synetic Common Stock and the fiscal year-
end value of options to purchase Synetic Common Stock held by the Named
Executive Officers.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
ACQUIRED VALUE FY-END (#) SARS AT FY-END ($)(1)
ON EXERCISE REALIZED ------------------------- -------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ray E. Hannah........... -- -- 64,000 40,000 1,754,500 60,000
Michael W. Smith........ 30,000 1,216,875 0 18,750 0 89,063
Joachim Wernersbach..... 16,000 338,400 0 12,500 0 59,375
James P. Wingo.......... -- -- 8,000 12,500 254,000 59,375
Donald K. Jackson....... -- -- 7,200 17,300 198,000 191,375
</TABLE>

<TABLE>
<S> <C>
</TABLE>
- --------
(1) Based upon the Fiscal 1997 closing price of Synetic Common Stock of
$37.00.

EMPLOYMENT AGREEMENTS

The Company has entered into an employment agreement (the "Davis/Porex
Agreement") with Mr. Kim Davis pursuant to which he will serve as President
and Chief Executive Officer of the Company commencing January 1, 1998. In
addition, Synetic has entered into an employment agreement with Mr. Davis (the
"Davis/Synetic Agreement", and together with the Davis/Porex Agreement, the
"Davis Agreements") pursuant to which he will serve as a Senior Vice President
of Synetic. Each of the Davis Agreements provides for an employment period of
five years, subject to monthly renewal thereafter. Mr. Davis's base salary
under the Davis/Porex Agreement and the Davis/Synetic Agreement is $225,000
and $100,000, respectively. Mr. Davis will be entitled to participate in the
Company's EVA(TM) Incentive Plan (the "Incentive Plan") and will receive
certain perquisites. In addition, he will be entitled to compensation based
upon the performance of business units acquired during his employment period
("Transaction-Based Compensation"). The maximum amount of such Transaction-
Based Compensation, if any, will be 1% of the aggregate consideration paid by
the Company (whether in cash, property or securities) for each acquisition.
Such compensation is payable as follows: 33% is payable after the
determination of operating profits for the acquired entity for the first full
year following the closing date of any such acquisition, 50% is payable after
such determination for the second full year, and 17% is payable after such
determination for the third year. Notwithstanding the foregoing, not more than
$200,000 in a given year shall be payable to Mr. Davis in respect of
Transaction-Based Compensation with respect to all acquisitions and
Transaction-Based Compensation applicable to an acquisition will only be
payable if the projections that had been presented to the Board of Directors
in connection with the approval of such acquisition have been met for the
applicable year.

33
<PAGE>

In the event that Mr. Davis's employment is terminated either (i) by the
Company without cause (as defined in the Davis/Porex Agreement), (ii) by Mr.
Davis as a result of an unremedied material reduction in his duties or (iii)
upon 30 days' notice at any time after a 12-month period following the
occurrence of a change in control (as defined in the Davis/Porex Agreement) of
the Company (or such shorter period to the extent the acquiring company does
not request his services during such 12-month period) (a "Change in Control
Termination"), Mr. Davis will receive two years continuation of base salary,
one year continuation of welfare benefits (or, if earlier, until he obtains
comparable coverage from a subsequent employer), amounts held in the "bank"
under the Incentive Plan and the pro rata portion of his bonus under the
Incentive Plan for the year of termination, if any, and any remaining unpaid
installment payments of Transaction-Based Compensation that would be made
assuming Mr. Davis had remained employed for two additional years, if any
(subject to the $200,000 limit and the achievement of projections). Mr. Davis
will also be entitled to certain payments in the event his employment
terminates by reason of his death, disability or expiration of the employment
period by mutual agreement. In the event that Mr. Davis's employment is
terminated for cause or his resignation (other than for reasons described
above), Mr. Davis will receive earned and unpaid compensation through the
effective date of termination and will forfeit amounts held in the "bank"
under the Incentive Plan and any unpaid installment payments of Transaction-
Based Compensation.

The Davis/Synetic Agreement may be terminated by Synetic at any time after
the consummation of the offering. In the event Synetic terminates such
agreement, the base salary paid under the Davis/Porex Agreement will be
increased by the annual base salary paid under the Davis/Synetic Agreement
(currently $100,000). The termination provisions in the Davis/Synetic
Agreement are otherwise substantially the same as those contained in the
Davis/Porex Agreement, except that Mr. Davis is only entitled to base salary
under the Davis/Synetic Agreement.

In connection with his entering into the Davis Agreements, Synetic granted
Mr. Davis options to purchase 250,000 shares of Synetic Common Stock, subject
to the approval by the shareholders of Synetic of the Amended and Restated
1989 Class B Stock Option Plan. The option to purchase 125,000 shares of
Synetic Common Stock (the "First Option") vests in five equal installments on
January 1, 1999 and each of the next four anniversaries of such date (each a
"First Option Vesting Date"), subject generally to continued employment by
Synetic or the Company. The option to purchase the remaining 125,000 shares of
Synetic Common Stock (the "Second Option") vests on November 1, 2007. In the
event Synetic terminates the Davis/Synetic Agreement as a result of the
offering, the Second Option will terminate (to the extent not vested). In the
event that Mr. Davis's employment with the Company or Synetic is terminated
for cause, he will forfeit the First Option and the Second Option, whether or
not vested. In the event of a termination of Mr. Davis's employment by the
Company without Cause, as a result of his disability, by Mr. Davis due to an
unremedied material reduction in duties or responsibilities or a Change in
Control Termination, Mr. Davis's options will continue to vest as if he
remained in the employ of the Company for two years following the date of
termination.

COMPENSATION PURSUANT TO PLANS AND ARRANGEMENTS OF THE COMPANY

Set forth below is information with respect to certain benefit plans and
employment arrangements of the Company pursuant to which cash and non-cash
compensation was paid or distributed for Fiscal 1997, or is proposed to be
paid or distributed in the future, to the directors and executive officers of
the Company. The executive officers of the Company who are also directors or
executive officers of Synetic may continue to be included in Synetic's benefit
plans and employment arrangements. The executive officers of the Company who
are not executive officers of Synetic are not expected to be included in
Synetic's benefit plans. The Company has not borne, and is not expected to
bear in the future, any cost or expense of Synetic's benefit plans or
employment arrangements.

Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), the deduction for federal income tax purposes by publicly-held
corporations for amounts in excess of $1 million paid to certain executive
officers is limited unless such excess compensation is "performance-based" (as
defined in Section 162(m)), subject to certain exceptions. Except for the
grant of stock options, currently scheduled compensation

34
<PAGE>

of the Company's executive officers will not result in any excess
compensation. The Company intends to take steps to ensure that compensation
realized upon the exercise of stock options will be "performance-based" as
defined in Section 162(m).

STOCK OPTION PLANS

The Company has adopted (and Synetic, as the sole shareholder of the
Company, has approved) the Porex Corporation Class A Stock Option Plan (the
"Class A Plan"), the Porex Corporation Class B Stock Option Plan (the "Class B
Plan") and the Porex Corporation Non-Qualified Special Stock Option Plan (the
"Non-Officer Plan", and together with the Class A Plan and Class B Plan, the
"Plans"). The following description of each of the Plans is qualified in its
entirety by the full text of each such Plan which is set forth as an Exhibit
to this Registration Statement. The maximum number of shares of Common Stock
that will be subject to options under the Class A Plan, the Class B Plan and
the Non-Officer Plan is , and , respectively, subject to adjustment
in accordance with the terms of the Plans. Each of the Plans limits the number
of options that may be granted thereunder to an eligible employee in any one-
year period to no more than 250,000 (subject to adjustment in accordance with
the terms of the Plans).

The Plans will be administered by the Compensation Committee, all of the
members of which are nonemployee directors and "outside directors" within the
meaning of Rule 16b-3 under the Exchange Act and Section 162(m) of the Code,
respectively, provided that under certain circumstances the Compensation
Committee may delegate authority to certain designated officers to make awards
under the Non-Officer Plan. The Compensation Committee will have the
authority, within limitations as set forth in such Plans, to determine the
persons to whom options may be granted, the number of shares of Common Stock
to be covered by each option, the time or times at which the options may be
granted or exercised and the terms and provisions of the options to be
granted.

Directors other than Ronald G. Kalish and Leo M. Walsh, Jr., the present
members of the Compensation Committee, are eligible to receive options under
the Class A Plan. Although eligible, the Compensation Committee has no present
intention to grant options under the Class A Plan to directors who are not
also employees of the Company or Synetic. Nonemployee directors receive
options under the Director Plan. Only nonqualified stock options may be
granted under the Class A Plan.

Eligibility for the grant of options under the Class B Plan is limited to
employees, officers and directors (who are also employees) of the Company and
its subsidiaries and certain consultants, agents and key contractors of the
Company and its subsidiaries. Options granted under the Class B Plan may be
either incentive stock options within the meaning of Section 422 of the Code,
or non-qualified stock options, as determined by the Compensation Committee.

Options under the Non-Officer Plan may be granted to key employees and
consultants of the Company; provided that no option may be granted to an
employee who at the time of such grant is an officer of the Company. Only
nonqualified stock options may be granted under the Non-Officer Plan.

Under the Class B Plan, the exercise price for an incentive stock option may
not be less than 100% (or 110% if the optionee owns or is deemed to own more
than 10% of the total combined voting power of all classes of stock of the
Company or a subsidiary) of the fair market value of the Common Stock on the
date of grant, as determined by the Board of Directors or the Compensation
Committee, and non-qualified stock options granted under the Class A Plan and
Class B Plan must have an exercise price of at least 85% (100% in the case of
designated eligible employees whose compensation may be subject to the
limitation on tax deductible compensation imposed by Section 162(m) of the
Code) of the fair market value of the Common Stock on the date of grant (as
determined by the Board of Directors or the Compensation Committee). Options
granted under the Non-Officer Plan must have an exercise price of at least
100% of the fair market value on the date of grant.

Under the Class A Plan, an option becomes exercisable in full, whether or
not it is then exercisable, upon a Change in Control (as defined below). Under
the Class B Plan and the Non-Officer Plan, if there is a Change in

35
<PAGE>

Control (as defined below), the Board of Directors may provide that options
granted thereunder will become exercisable in whole or in part, whether or not
the options are otherwise exercisable. A Change in Control is generally
defined in the Class A Plan and Class B Plan as the occurrence of (i) any
person (excluding Synetic and its subsidiaries, the Company and its
subsidiaries and certain affiliates of the Company, and the Company's employee
benefit plans) becoming the beneficial owner of 50% or more of the voting
power of Synetic's or the Company's securities, (ii) during a 24-month period
the individuals who, at the beginning of such period, constituted the
Company's or Synetic's Board of Directors (the "Incumbent Directors") ceasing
to be a majority of the Board of Directors unless such new directors were
elected or recommended by the Incumbent Directors, (iii) the approval by the
stockholders of Synetic or the Company of a merger or consolidation of Synetic
or the Company, as the case may be, without the consent of a majority of the
Incumbent Directors, (iv) stockholder approval of a sale of all or
substantially all of the assets of the Company or Synetic, as the case may be,
or (v) adoption by the Company or Synetic of a plan of liquidation. For
purposes of the Class A Plan, a Change in Control of Synetic will not result
in any options becoming exercisable unless, immediately preceding such Change
in Control, Synetic was in control of the Company within the meaning of the
Exchange Act. In addition, the Compensation Committee may determine at the
time of grant or thereafter that an option shall become exercisable in full or
in part upon the occurrence of such circumstances or events as the
Compensation Committee determines merit special consideration.

Each of the Plans may be terminated and may be modified or amended by the
Board at any time; provided, however, that (i) no modification or amendment
will be effective without stockholder approval if such approval is required by
law or under the rules of Nasdaq National Market or any stock exchange on
which the Common Stock is listed and (ii) no such termination, modification or
amendment of the Class A Plan may adversely alter or affect the terms of any
then outstanding options previously granted without the consent of the
affected optionee.

PENSION PLAN

Employees of the Company and certain of its subsidiaries who satisfy certain
age and service requirements are eligible to participate in the Pension Plan
for Employees of Porex Technologies Corp. (the "Pension Plan"), a defined
benefit plan. The Company bears the entire cost of the Pension Plan. The
Company's contributions to the Pension Plan are computed on an actuarial basis
in order to fund the defined retirement benefits.

Normal retirement benefits are payable monthly for life to a participant
upon retirement at his or her retirement date (i.e., age 65), and are equal to
1/12 of the sum of (a) 0.6% of the participant's average annual compensation
for the five consecutive calendar years that the participant's compensation
was the highest during the ten consecutive years of service immediately
preceding retirement ("Final Average Compensation"), multiplied by the
participant's credited years of service up to a maximum of 35 years, and (b)
0.6% of the participant's Final Average Compensation in excess of the average
annual Social Security taxable wage base for the 35-year period ending with
the year the participant would reach normal retirement age, multiplied by the
participant's credited years of service up to a maximum of 35 years. A
participant becomes 100% vested in his or her accrued retirement benefit after
completion of five years of service or upon attainment of normal retirement at
age 65. Retirement benefits are not subject to any deduction for Social
Security or other offset amounts.

Under a defined benefit plan such as the Pension Plan, contributions
allocable to individual participants cannot be readily and accurately
calculated. The table below shows estimated annual retirement benefits for
executives at specified levels of remuneration and years of service. The
estimates assume that benefits commence at age 65 under a straight life
annuity form. The table discloses the benefits that an individual would
receive at age 65 if he participated in the Pension Plan for 15, 20, 25, 30
and 35 years.

36
<PAGE>

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------
REMUNERATION 15 20 25 30 35
- ------------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
100,000...................................... 15,363 20,484 25,604 30,725 35,864
115,000...................................... 18,063 24,084 30,104 36,125 42,146
125,000...................................... 19,863 26,484 33,104 39,725 46,346
150,000...................................... 24,363 32,484 40,604 48,725 56,846
152,000 or more.............................. 24,723 32,964 41,204 49,445 57,686
</TABLE>

Messrs. Hannah, Smith, Wingo and Jackson have accrued 29, 25, 24 and 4
credited years of service under the Pension Plan, respectively. Sections
401(a)(17) and 415 of the Code limit the amount of compensation that may be
considered in computing benefits under a qualified retirement plan. For 1997,
the maximum amount of compensation allowed for use in calculating an
individual's pension benefits under the Pension Plan was $160,000. Messrs.
Hannah, Smith, Wingo and Jackson had annual remuneration covered by the
Pension Plan of $160,000, $152,647, $128,619 and $124,618, respectively, as of
January 1, 1997.

Mr. Wernersbach does not participate in the Pension Plan. Porex Technologies
GmbH contributes DM 350 per month to a pension fund administered by a German
governmental agency for the benefit of Mr. Wernersbach. Pursuant to such
arrangement, Mr. Wernersbach is entitled to receive upon his retirement from
the Company after attaining age 65 and completing 10 years of service a lump
sum payment equal to the greater of (i) DM 70,000 (approximately $44,025 using
the Deutsche Mark Conversion Rate) and (ii) his then current account balance
(including earnings on the contributions).

SYNETIC PLANS

The Named Executive Officers have been granted options ("Synetic Options")
to purchase shares of Synetic Common Stock pursuant to Synetic's stock option
plans. See "Management--Executive Compensation." The Synetic option plans are
administered by a stock option committee of Synetic and contain terms and
conditions which are substantially similar to the terms of the Class A Plan.
Subject to the terms and conditions of Synetic's stock option plans, the
Synetic Options will continue to vest and remain outstanding so long as the
respective Named Executive Officer remains in the employ of the Company.

37
<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

The Company is currently a wholly-owned subsidiary of Synetic, and
therefore, none of the directors or executive officers of the Company
beneficially own any of the Common Stock of the Company. The following table,
however, sets forth information with respect to the beneficial ownership of
Synetic Common Stock as of October 1, 1997 by (i) directors of the Company;
(ii) each of the Named Executive Officers; and (iii) all of the Company's
directors and executive officers as a group.

<TABLE>
<CAPTION>
SHARES OF SYNETIC
COMMON STOCK
BENEFICIALLY PERCENT OF
NAME OWNED (1)(2) CLASS (3)
---- ----------------- ----------
<S> <C> <C>
Martin J. Wygod ................................. 5,396,959 (30.1%)
Co-Chairman of the Board (4)(5)(6)(7)
Ray E. Hannah.................................... 137,628 *
Co-Chairman of the Board
Kim A. Davis...................................... -- --
President, Chief Executive Officer and Director
Michael W. Smith................................. 19,279 *
Senior Vice President--President, Porex
Technologies Americas
Joachim Wernersbach.............................. 2,816 *
Senior Vice President--President, Porex
Technologies Europe
James P. Wingo................................... 17,031 *
Senior Vice President--Corporate Marketing and
Development
Donald K. Jackson................................ 9,926 *
Senior Vice President--Chief Financial Officer
Ronald G. Kalish................................. 14,833 *
Director (8)
James V. Manning................................. 269,740 (1.5%)
Director
James Marden..................................... 90,883 *
Director (9)
Leo M. Walsh, Jr. ............................... -- --
Director
Directors and executive officers as a group (11 5,959,095 (32.6%)
persons)........................................
</TABLE>
- --------
* Less than 1% of the shares outstanding of the class

(1) The persons named in the table have sole voting and investment power with
respect to all shares of Synetic Common Stock shown as beneficially owned
by them, unless otherwise indicated in the following footnotes.

(2) Includes the following number of shares of Synetic Common Stock that the
following persons have the right to acquire on or within 60 days of
October 1, 1997 upon exercise of stock options and upon conversion of the
Company's 5% Convertible Subordinated Debentures Due 2007 (the
"Convertible Debentures"): Mr. Wygod, 256,000; Mr. Hannah, 64,167; Mr.
Smith, 3,750; Mr. Wernersbach, 2,500; Mr. Wingo, 10,500; Mr. Jackson,
9,700; Mr. Kalish, 833; Mr. Manning, 233,333; Mr. Marden, 29,833; and all
directors and executive officers as a group, 610,616. Also includes 1,461
shares of Synetic Common Stock allocated to the account of Mr. Hannah,
529 shares of Synetic Common Stock allocated to the account of Mr. Smith,
316 shares of Synetic Common Stock allocated to the account of Mr.
Wernersbach, 431 shares of Synetic Common Stock allocated to the account
of Mr. Wingo and 126 shares of Synetic Common Stock allocated to the
account of Mr. Jackson under the Porex Technologies Corp. 401(k) Savings
Plan as of June 30, 1997.

(3) The number of shares of Synetic Common Stock deemed outstanding includes:
(i) 17,650,965 shares of Synetic Common Stock outstanding as of October 1,
1997, (ii) the number of shares of Synetic Common Stock that the respective
persons named in the above table have the right to acquire presently or
within 60 days of October 1, 1997 upon exercise of stock options and (iii)
the number of shares of Synetic Common Stock that the respective persons
named in the above table have the right to acquire upon conversion of
Convertible Debentures.

(4) Does not include 3,500 shares of Synetic Common Stock issuable upon
conversion of $1,500,000 principal amount of Convertible Debentures owned by
Medco Containment Services Foundation, Inc., a charitable foundation of
which Mr. Wygod is a trustee and shares voting and dispositive power.

(5) Does not include 129,859 shares of Synetic Common Stock and shares of
Synetic Common Stock issuable upon conversion of $500,000 principal amount
of Convertible Debentures owned by the Rose Foundation, a private charitable
foundation of which Mr. Wygod is a trustee and shares voting and dispositive
power, as of October 1, 1997.

(6) Includes 2,000 shares of Synetic Common Stock beneficially owned by Mr.
Wygod's spouse, as to which shares Mr. Wygod disclaims beneficial ownership.

(7) SN Investors, the general partner of which is controlled by Mr. Wygod, is
the record and beneficial owner of 5,061,857 shares of Synetic Common Stock.
Mr. Wygod is an indirect beneficial owner of such shares and they are
included in the total 5,396,959 shares listed as beneficially owned by Mr.
Wygod.

(8) Includes 10,000 shares of Synetic Common Stock and shares of Synetic
Common Stock issuable upon conversion of $50,000 Principal amount of
Convertible Debentures registered in the name of Ronald G. Kalish as trustee
for the Ronald G. Kalish Living Trust, as to which shares Mr. Kalish
disclaims beneficial ownership.

(9) Includes 2,600 shares of Synetic Common Stock held in the name of Mr.
Marden as custodian for his daughter, as to which shares Mr. Marden
disclaims beneficial ownership.

For a description of certain transactions and arrangements between the
Company and Synetic, see "Risk Factors--Substantial Control by Synetic" and
"Transactions and Relationships with Principal Stockholder."

38
<PAGE>

TRANSACTIONS AND RELATIONSHIP WITH PRINCIPAL STOCKHOLDER

BACKGROUND

Porex is a recently formed holding company, which owns all the outstanding
capital stock of PTC, through which Porex conducts its business operations.
Until the consummation of the offering, Porex has been a wholly-owned
subsidiary of Synetic. The Company does not depend on Synetic for any of its
revenues.

Porex has been advised by Synetic's management that it believes that the
offering of a minority interest in Porex will enhance the value of Porex for
Synetic's stockholders. Synetic has directed its efforts in a new area of
business relating to the use of Internet-based technology to expand channels
of communication in the healthcare industry, which is intended to benefit
providers, payors and consumers of healthcare services by lowering healthcare
costs and improving patient outcomes. The offering create a separate public
entity focused entirely on the business of porous plastics and other porous
media with additional resources to pursue acquisitions and take other steps to
implement Porex's growth strategy. The offering also provide an opportunity
for Porex's management and employees to have a direct equity participation in
the Company.

SECURITY OWNERSHIP

Prior to the offering, all of the Company's capital stock was owned by
Synetic. Upon completion of the offering, Synetic will own 15,000,000 shares,
or approximately 86% of the outstanding shares of the Company's Common Stock
(approximately 84% if the Underwriters' over-allotment options are exercised
in full). Synetic will have the ability to control the vote on matters
submitted to a vote of the Company's stockholders and will also be able to
elect the Board of Directors of the Company. Certain directors and executive
officers of the Company own shares of Synetic Common Stock. See "Risk
Factors--Substantial Control by Synetic" and "Security Ownership of
Management." The address of Synetic is River Drive Center 2, 669 River Drive,
Elmwood Park, New Jersey 07407.

CONFLICTS OF INTEREST

Upon completion of the offering, Synetic will retain effective control of
the Company and may be in a position to cause the Company to merge,
consolidate, liquidate or sell all or a substantial portion of its assets on
terms determined by Synetic. Certain of Synetic's executive officers and
directors are officers of or directors of the Company. Such directors and
officers of the Company who are also directors or officers of Synetic are in
positions involving possible conflicts of interest with respect to certain
transactions that may occur and that could affect the Company, such as
transactions involving business dealings between the Company and Synetic, the
disposition of acquisition opportunities, the issuance of additional Common
Stock or other securities of the Company and other matters involving conflicts
that cannot now be foreseen.

It is contemplated that after the offering, officers of the Company who are
also executive officers of Synetic will continue to spend a substantial amount
of their business time as directors or officers of Synetic and its other
subsidiaries and may be engaged in other business activities, consistent with
their other employment agreements, if any. See "Risk Factors--Substantial
Control by Synetic" and "Management."

CERTAIN AGREEMENTS

The Company and Synetic will enter into a number of agreements for the
purpose of defining the ongoing relationship between the two companies.
Additional or modified agreements, arrangements and transactions may be
entered into by the Company and Synetic after the completion of the offering.
Any such future agreements, arrangements and transactions will be determined
through negotiations between the Company and Synetic, as the case may be.
Following the offering, the Company will continue to be controlled by Synetic
and consequently such negotiations will not be arm's-length.

39
<PAGE>

The following is a summary of certain proposed agreements between the
Company and Synetic.

Tax Sharing Agreement. The Company and Synetic will enter into a Tax Sharing
Agreement providing for (i) payment of federal, state and local income taxes
for periods during which the Company and Synetic are included in the same
consolidated group for income tax purposes, (ii) allocation of responsibility
for the filing of such tax returns, (iii) conduct of tax audits and the
handling of tax controversies and (iv) various related matters. For periods
during which the Company and its subsidiaries are included in Synetic's
consolidated federal income tax returns, the Company and each of its
subsidiaries will be required to pay to Synetic an amount equal to their
federal income tax liability, determined as if the Company and each of its
subsidiaries had filed separate federal income tax returns.

Services Agreement. The Company and Synetic will enter into a Services
Agreement, pursuant to which Synetic will provide the Company with services
relating primarily to financial, tax and legal advice in connection with the
Company's acquisition program and other technical services as required. The
Company will pay the actual costs of providing these services. Such costs will
include an allocable portion of the base compensation and other related
expenses (other than Synetic's benefit plans and employment agreements and
arrangements) of the officers of Synetic who serve as officers of the Company.
This agreement will be terminable by either party upon 90 days' prior written
notice, at the end of any quarter. Allocated charges for normal, recurring
services provided by Synetic to the Company in the past have not been
material, nor are they expected to be material in the future. However, the
cost of providing services in connection with the Company's acquisition
program or of extraordinary services, may be significant in the future,
although no estimate of such costs is presently possible. See Note 7 of the
Notes to Consolidated Financial Statements.

Indemnification Agreement. The Company and Synetic will enter into an
Indemnification Agreement, under the terms of which the Company will indemnify
and hold harmless Synetic with respect to any and all claims, losses, damages,
liabilities, costs and expenses that arise from or are based on the operations
of the business of the Company before or after the date of the consummation of
the offering. Similarly, Synetic will indemnify and hold harmless the Company
with respect to any and all claims, losses, damages, liabilities, costs and
expenses that arise from or are based on the operations of Synetic other than
the business of the Company before or after the date of the consummation of
the offering.

Registration Rights Agreement. The Company and Synetic will enter into a
Registration Rights Agreement. Under the terms of such agreement, Synetic will
have the right, subject to certain terms and conditions, to require the
Company, at the expense of Synetic, to file up to three registration
statements, if requested by Synetic, for the public offering of any equity
securities of the Company then held by Synetic. Such right may be exercised
after 180 days following the date of this Prospectus; provided, however, that
the Company will not be required to have more than one registration statement
declared effective in each year. Synetic has informed the Company that it has
no present intention of exercising such registration rights or otherwise
selling any shares of the Company's Common Stock which it owns.

Credit Agreement. Synetic intends to make available to the Company a
revolving line of credit to be used by the Company for the purpose of making
acquisitions. Terms of such line of credit, including the amount, interest
rate and security, if any, have not been determined, and if such terms are not
agreed upon by Synetic and the Company, such line of credit may not be made
available.

40
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital consists of 50,000,000 shares of Common
Stock, par value $.01 per share, and 10,000,000 shares of Preferred Stock,
$.01 par value per share. No shares of Preferred Stock are outstanding as of
the date of this Prospectus. Immediately prior to the offering, 15,000,000
shares of Common Stock were issued and outstanding. Immediately following the
offering, 17,500,000 shares of Common Stock will be issued and outstanding.

PREFERRED STOCK

The Preferred Stock may be issued from time to time in one or more series,
without stockholder approval. The Board of Directors is authorized to
determine (subject to limitations prescribed by law) the rights including
voting rights, if any, preferences, terms and limitations to be granted to and
imposed upon any wholly unissued series of Preferred Stock and to fix the
number of shares of any series of Preferred Stock and the designation of any
such series. The Company has no present plans to issue any shares of Preferred
Stock. Because of its broad discretion with respect to the creation and
issuance of any series of Preferred Stock without stockholder approval, the
Board of Directors could adversely affect the voting power of Common Stock.
The issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company.

COMMON STOCK

Holders of record of Common Stock are entitled to one vote per share on all
matters upon which shareholders have the right to vote. There are no
cumulative voting rights or preemptive rights. All issued and outstanding
shares of Common Stock are, and the Common Stock to be sold in the offering,
when issued and paid for, will be, validly issued, fully paid and non-
assessable. Holders of Common Stock are entitled to such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available for that purpose. The Company does not anticipate paying any cash
dividends in the foreseeable future. See "Dividend Policy." Upon dissolution,
holders of Common Stock are entitled to share pro rata in the assets of the
Company remaining after payment in full of all of its liabilities and
obligations, including payment of the liquidation preference, if any, of any
Preferred Stock then outstanding.

CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION, BY-LAWS AND DELAWARE
LAW

The Company's Certificate of Incorporation and By-laws do not provide for a
staggered Board of Directors. The Certificate of Incorporation and By-laws
provide that special meetings of the Company may be called only by a majority
of the entire Board of Directors. In addition, the By-laws establish an
advance notice procedure for stockholder proposals to be considered at annual
meetings of stockholders. Notice must be received by the Company not less than
60 days nor more than 90 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders and must contain certain specified
information concerning the matters to be brought before the meeting and
concerning the stockholders submitting the proposal. Such provisions of the
Company's Certificate of Incorporation and By-laws could be deemed to have an
anti-takeover effect.

The Company's Certificate of Incorporation provides that so long as the
Company is controlled by, or under common control with, Synetic (i) directors
or officers of the Company who are also directors or officers of Synetic are
obligated to present a potential acquisition which may be made by either the
Company or Synetic of a business engaged in the design, manufacture or
distribution of porous materials (a "Porous Materials Business") to the
Company and may present such acquisition to Synetic only upon rejection of
such acquisition by the Board of Directors of the Company, (ii) directors or
officers of the Company who are also directors or officers of Synetic have no
obligation to present a potential acquisition of any business engaged in or
about to be engaged in by Synetic other than a Porous Materials Business,
unless the Board of Directors of Synetic has rejected such acquisition or
determined that such acquisition should be presented to the Company and (iii)
directors or officers of the Company who are also directors or officers of
Synetic have no obligation to present a potential acquisition which may be
made by either the Company or Synetic to the Company of a business that is not
a Porous Materials Business.

41
<PAGE>

The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. In general, the statute prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless (i)
prior to such date, the board of directors approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder, (ii) upon consummation of the transaction that
resulted in such person becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding, for purposes of
determining the number of shares outstanding, shares owned by certain
directors or certain employee stock plans), or (iii) on or after the date the
stockholder became an interested stockholder, the business combination is
approved by the board of directors and authorized by the affirmative vote (and
not by written consent) of at least two-thirds of the outstanding voting stock
excluding that stock owned by the interested stockholder. A "business
combination" includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. An "interested stockholder"
is a person who (other than the corporation and any direct or indirect
majority owned subsidiary of the corporation), together with affiliates and
associates, owns (or, as an affiliate or associate, within three years prior,
did own) 15% or more of the corporation's outstanding voting stock. The
application of Section 203 could have the effect of delaying or preventing a
change of control of the Company.

TRANSFER AGENT AND REGISTRAR

The Company has appointed Registrar and Transfer Company as the transfer
agent and registrar for the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the offering, there has been no public market for the Common Stock.
No information is currently available and no prediction can be made as to the
timing or amount of future sales of shares, or the effect, if any, that market
sales of shares or the availability of shares for sale will have on the market
price prevailing from time to time. Nevertheless, sales of substantial amounts
of Common Stock (including shares issuable upon exercise of stock options) in
the public market after the lapse of the restrictions described below, or the
perception that such sales may occur, could materially and adversely affect
the prevailing market prices for the Common Stock and the ability of the
Company to raise equity capital in the future. See "Risk Factors--Shares
Eligible for Future Sale."

After completion of the offering, the Company will have 17,500,000 shares of
Common Stock outstanding (17,875,000 shares if the Underwriters' over-
allotment options are exercised in full). All of the 2,500,000 shares of
Common Stock offered in the offering (2,875,000 shares if the Underwriters'
over-allotment options are exercised in full), will be freely tradeable
without restriction or further registration under the Securities Act, unless
purchased by "affiliates" of the Company, as that term is defined in Rule 144,
described below. All of the shares of Common Stock held by Synetic are
"Restricted Securities," as that term is defined in Rule 144, and may not be
sold in the absence of registration other than in accordance with Rule 144 or
another exemption from registration under the Securities Act.

In general, under Rule 144 as currently in effect, any affiliate of the
Company or any person (or persons whose shares are aggregated in accordance
with the Rule) who has beneficially owned Common Stock which is treated as
Restricted Securities for at least one year would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of
1% of the outstanding shares of Common Stock (approximately 175,000 shares
based upon the number of shares outstanding after the offering (or 178,750
shares if the Underwriters' over-allotment options are exercised in full)) or
the reported average weekly trading volume in the Common Stock during the four
weeks preceding the date on which notice of such sale was filed under Rule
144. Sales under Rule 144 are also subject to certain manner of sale
restrictions and notice requirements and to the availability of current public
information concerning the Company. In addition, affiliates of the

42
<PAGE>

Company must comply with the restrictions and requirements of Rule 144 (other
than the one-year holding period requirement) in order to sell Common Stock
that are not Restricted Securities (such as Common Stock acquired by
affiliates in market transactions). Further, if a period of at least two years
has elapsed from the date Restricted Securities were acquired from the Company
or an affiliate of the Company, a holder of such Restricted Securities who is
not an affiliate at the time of the sale and who has not been an affiliate for
at least three months prior to such sale would be entitled to sell the shares
immediately without regard to the volume, manner of sale, notice and public
information requirements of Rule 144.

Upon consummation of the offering, Synetic will own approximately 86% (84%
if the Underwriters' over-allotment options are exercised in full) of the
outstanding Common Stock. Synetic has advised the Company that it currently
has no plans to reduce its ownership interest following the offering. However,
Synetic is not subject to any contractual obligation to retain its controlling
interest, except that Synetic has agreed not to sell or otherwise dispose of
any shares of the Company for a period of 180 days after the date of the
Prospectus without the prior written consent of Merrill Lynch. In addition,
subject to certain exceptions, the Company has agreed not to sell or otherwise
dispose of any shares of Common Stock for such 180-day period without the
prior written consent of Merrill Lynch. See "Underwriting."

43
<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in the purchase agreement (the
"Purchase Agreement") among the Company and each of the underwriters named
below (the "Underwriters"), the Company has agreed to sell to each of the
Underwriters, and each of the Underwriters for whom Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") and Prudential Securities
Incorporated are acting as representatives (the "Representatives"), severally
has agreed to purchase from the Company, the number of shares of Common Stock
set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................................
Prudential Securities Incorporated..............................
---------
Total........................................................... 2,500,000
=========
</TABLE>

The Representatives have advised the Company that the Underwriters propose
to offer the shares of Common Stock to the public initially at the initial
public offering price set forth on the cover page of this Prospectus and to
certain dealers at such price less a concession not in excess of $ per share
of Common Stock and that the Underwriters may allow, and such dealers may
reallow, a discount not in excess of $ per share of Common Stock to certain
other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

The Company has granted an option to the Underwriters, exercisable for 30
days after the date of this Prospectus, to purchase up to an aggregate of
375,000 additional shares of Common Stock at the initial public offering price
set forth on the cover page of this Prospectus, less the underwriting
discount. The Underwriters may exercise this option only to cover over-
allotments, if any, made on the sale of the Common Stock offered hereby. To
the extent that the Underwriters exercise this option, each Underwriter will
be obligated, subject to certain conditions, to purchase a number of
additional shares of Common Stock proportionate to such Underwriter's initial
amount reflected in the foregoing table.

At the request of the Company, the Underwriters have reserved up to 250,000
shares of Common Stock for sale at the initial public offering price to
directors, employees, consultants, business associates and related persons of
the Company and Synetic. The number of shares of Common Stock available for
sale to the general public will be reduced to the extent such persons purchase
such reserved shares. Any reserved shares which are not so purchased will be
offered by the Underwriters to the general public on the same terms as the
other shares offered hereby. Certain individuals who purchase reserved shares
may be required to agree not to sell, offer to otherwise dispose of any such
reserved shares for a period of three months after the date of this
Prospectus.

The Company and Synetic have agreed, subject to certain exceptions, not to,
directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, grant any option, right or warrant for the
sale of, or otherwise transfer or dispose of any Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock, whether now
owned or thereafter acquired by the person executing the agreement or with
respect to which the person executing the agreement thereafter acquires the
power of disposition, or file a registration statement under the Securities
Act with respect to the foregoing or (ii) enter into any swap or other
agreement or transaction that transfers, in whole or part, the economic
consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities,
in cash or otherwise, without the prior written consent of Merrill Lynch, for
a period of 180 days after the date of

44
<PAGE>

this Prospectus. The foregoing sentence shall not apply to (a) the shares of
Common Stock to be sold hereunder, (b) any shares of Common Stock issued by
the Company upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof and referred to in this Prospectus,
(c) any shares of Common Stock issued or options to purchase Common Stock
granted pursuant to existing employee benefit or stock option plans of the
Company referred to in this Prospectus, (d) any shares of Common Stock issued
pursuant to any stock option plan for non-employee directors or (e) any shares
of Common Stock issued in connection with acquisitions or similar transactions
by the Company.

Prior to the offering, there has been no public market for the Common Stock.
The initial public offering price for the Common Stock was determined by
negotiation between the Company and the Representatives. The factors
considered in determining the initial public offering price, in addition to
prevailing market conditions, are price-earnings ratios of publicly traded
companies that the Representatives believe to be comparable to the Company,
certain financial information of the Company, the history of, and the
prospects for, the Company and the industry in which it competes, and an
assessment of the Company's management, its past and present operations, the
prospects for, and timing of, future revenues of the Company, the present
state of the Company's development, and the above factors in relation to
market values and various valuation measures of other companies engaged in
activities similar to the Company. There can be no assurance that an active
trading market will develop for the Common Stock or that the Common Stock will
trade in the public market subsequent to the offering at or above the initial
public offering price. The initial public offering price set forth on the
cover page of this Prospectus should not be considered an indication of the
actual value of the Common Stock. Such price is subject to change as a result
of market conditions and other factors. Application has been made for
quotation of the Common Stock on the Nasdaq National Market under the symbol
"PORX."

The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the Underwriters may be required to make
in respect thereof.

The Representatives have advised the Company that the Underwriters do not
intend to confirm sales of Common Stock offered hereby to any accounts over
which they exercise discretionary authority.

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriters
and certain selling group members to bid for and purchase the Common Stock. As
an exception to these rules, Merrill Lynch is permitted to engage in certain
transactions that stabilize the price of the Common Stock. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the offering, (i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus), Merrill Lynch may
reduce that short position by purchasing Common Stock in the open market.
Merrill Lynch may also elect to reduce any short position by exercising all or
part of the over-allotment options described above.

Merrill Lynch may also impose a penalty bid on certain Underwriters and
selling group members. This means that if Merrill Lynch purchases shares of
Common Stock in the open market to reduce the Underwriters' short position or
to stabilize the price of the Common Stock, Merrill Lynch may reclaim the
amount of the selling concession from the Underwriters and selling group
members who sold those shares as part of the offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a penalty
bid might also have an effect on the price of a security to the extent that it
were to discourage resales of the security by purchasers in the offering.

Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Common Stock. In
addition, neither the Company nor any of the Underwriters makes any
representation that Merrill Lynch will engage in such transaction or that such
transactions, once commenced, will not be discontinued without notice.

45
<PAGE>

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Shearman & Sterling, New York, New York. Certain legal
matters will be passed upon for the Underwriters by Brown & Wood LLP, New
York, New York.

The statements of law in this Prospectus under the caption "Risk Factors--
Regulatory Requirements" and under the caption "Business--Regulation," are
based upon the opinion of Kegler, Brown, Hill & Ritter, Columbus, Ohio,
special regulatory counsel to the Company.

EXPERTS

The consolidated financial statements of the Company as of June 30, 1996 and
1997 and for each of the three years in the period ended June 30, 1997 and the
financial statements of Interflo as of December 31, 1996 and for the year then
ended, included in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said Firm
as experts in giving said reports.

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act for the Common Stock offered hereby. This
Prospectus, filed as part of the Registration Statement, omits certain
information contained in the Registration Statement and the exhibits and
schedules thereto, to which reference is hereby made. Statements contained
herein concerning the provisions of any documents filed as exhibits to the
Registration Statement are not necessarily complete, and are qualified by
reference to the copy of such document. The Registration Statement, including
exhibits and schedules filed therewith, may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices of the Commission located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison Street, Room 1400,
Chicago, Illinois 60661. Copies of such materials may be obtained at
prescribed rates from the Public Reference Section of the Commission, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and its
public reference facilities in New York, New York and Chicago, Illinois. The
Commission also maintains a Website (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.

Upon completion of the offering, the Company will be subject to the
informational requirements of the Exchange Act, and in accordance therewith,
will file reports, proxy and information statements and other information with
the Commission. Such reports, proxy and information statements and other
information can be inspected and copied at the address set forth above. The
Company intends to furnish its stockholders with annual reports containing
financial statements audited by its independent accountants and quarterly
reports for the first three quarters of each fiscal year containing unaudited
summary financial information.

46
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants............................... F-2
Consolidated Balance Sheets as of June 30, 1996 and 1997 and September
30, 1997.............................................................. F-3
Consolidated Statements of Income for the Years Ended June 30, 1995,
1996 and 1997 and for the Three Months Ended September 30, 1996 and
1997.................................................................. F-5
Consolidated Statements of Changes in Stockholder's Equity for the
Years Ended June 30, 1995, 1996 and 1997 and for the Three Months
Ended September 30, 1996 and 1997..................................... F-6
Consolidated Statements of Cash Flows for the Years Ended June 30,
1995, 1996 and 1997 and for the Three Months Ended September 30, 1996
and 1997.............................................................. F-7
Notes to Consolidated Financial Statements............................. F-8
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS OF POREX CORPORATION:

We have audited the accompanying consolidated balance sheets of Porex
Corporation (a Delaware corporation) and subsidiaries as of June 30, 1996 and
1997, and the related consolidated statements of income, changes in
stockholder's equity and cash flows for each of the three years in the period
ended June 30, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Porex Corporation and
subsidiaries as of June 30, 1996 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended June 30,
1997 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
November 13, 1997

F-2
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
JUNE 30,
---------------- SEPTEMBER 30,
1996 1997 1997
------- ------- -------------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.................... $12,190 $ 6,614 $ 7,352
Accounts receivable, net of allowances for
doubtful accounts and sales returns of $671,
$719 and $769 at June 30, 1996 and 1997 and
September 30, 1997, respectively............ 7,299 9,094 9,215
Inventories.................................. 5,253 5,505 5,764
Other current assets......................... 1,835 2,137 1,963
------- ------- -------
Total current assets....................... 26,577 23,350 24,294
------- ------- -------
PROPERTY, PLANT AND EQUIPMENT:
Land and improvements........................ 823 1,613 1,604
Buildings and improvements................... 8,967 9,515 9,645
Machinery and equipment...................... 19,134 21,953 22,635
Furniture and fixtures....................... 2,682 2,938 2,990
Construction in progress..................... 1,307 2,167 2,233
------- ------- -------
32,913 38,186 39,107
Less: Accumulated depreciation............... (15,923) (18,331) (19,050)
------- ------- -------
Property, plant and equipment, net......... 16,990 19,855 20,057
------- ------- -------
OTHER ASSETS:
Due from Synetic............................. 1,361 1,977 2,102
Goodwill, net of accumulated amortization of
$420, $643 and $731 at June 30, 1996 and
1997 and September 30, 1997, respectively... 1,056 12,366 12,233
Other........................................ 502 36 30
------- ------- -------
Total other assets......................... 2,919 14,379 14,365
------- ------- -------
$46,486 $57,584 $58,716
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-3
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

LIABILITIES AND STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
JUNE 30,
---------------
SEPTEMBER 30,
1996 1997 1997
------- ------- -------------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT LIABILITIES:
Accounts payable.............................. $ 1,277 $ 2,061 $ 1,689
Accrued liabilities........................... 4,371 6,312 5,944
Income taxes payable.......................... 2,536 3,030 3,081
------- ------- -------
Total current liabilities................... 8,184 11,403 10,714
------- ------- -------
DEFERRED TAXES.................................. 936 1,099 1,099
------- ------- -------
COMMITMENTS AND CONTINGENCIES (NOTE 9)
STOCKHOLDER'S EQUITY:
Preferred stock, $.01 par value, 10,000,000
shares authorized; no shares issued and out-
standing..................................... -- -- --
Common stock, $.01 par value; 50,000,000
shares authorized; 15,000,000 shares issued
and outstanding at June 30, 1996 and 1997,
and September 30, 1997, respectively......... 150 150 150
Retained earnings............................. 37,194 45,306 47,374
Cumulative foreign currency translation
adjustment................................... 22 (374) (621)
------- ------- -------
Total stockholder's equity.................. 37,366 45,082 46,903
------- ------- -------
$46,486 $57,584 $58,716
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-4
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED JUNE 30, SEPTEMBER 30,
----------------------- -------------------
1995 1996 1997 1996 1997
------- ------- ------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Net sales...................... $39,180 $45,129 $52,885 $ 11,185 $ 14,833
------- ------- ------- --------- ---------
Costs and expenses:
Cost of sales................. 23,006 25,106 29,035 6,126 8,316
Selling, general and
administrative............... 9,933 10,714 11,697 2,762 3,189
------- ------- ------- --------- ---------
32,939 35,820 40,732 8,888 11,505
------- ------- ------- --------- ---------
Operating income............... 6,241 9,309 12,153 2,297 3,328
Other income, net............. 244 586 904 305 103
------- ------- ------- --------- ---------
Income before provision for
income taxes.................. 6,485 9,895 13,057 2,602 3,431
Provision for income taxes.... 2,710 3,844 4,945 985 1,363
------- ------- ------- --------- ---------
Net income..................... $ 3,775 $ 6,051 $ 8,112 $ 1,617 $ 2,068
======= ======= ======= ========= =========
Net income per share........... $ .25 $ .40 $ .54 $ .11 $ .14
======= ======= ======= ========= =========
Weighted average shares
outstanding................... 15,000 15,000 15,000 15,000 15,000
======= ======= ======= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-5
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK
----------------
CUMULATIVE FOREIGN TOTAL
NUMBER OF RETAINED CURRENCY TRANSLATION STOCKHOLDER'S
SHARES AMOUNT EARNINGS ADJUSTMENT EQUITY
--------- ------ -------- -------------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, June 30, 1994.. 15,000 $150 $27,368 $ (33) $27,485
Foreign currency
translation
adjustment............ -- -- -- 280 280
Net income............. -- -- 3,775 -- 3,775
------ ---- ------- ----- -------
Balance, June 30, 1995.. 15,000 150 31,143 247 31,540
Foreign currency
translation
adjustment............ -- -- -- (225) (225)
Net income............. -- -- 6,051 -- 6,051
------ ---- ------- ----- -------
Balance, June 30, 1996.. 15,000 150 37,194 22 37,366
Foreign currency
translation
adjustment............ -- -- -- (396) (396)
Net income............. -- -- 8,112 -- 8,112
------ ---- ------- ----- -------
Balance, June 30, 1997.. 15,000 150 45,306 (374) 45,082
Foreign currency
translation adjustment
(unaudited)........... -- -- -- (247) (247)
Net income (unaudited). -- -- 2,068 -- 2,068
------ ---- ------- ----- -------
Balance, September 30,
1997 (unaudited)....... 15,000 $150 $47,374 $(621) $46,903
====== ==== ======= ===== =======
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-6
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED JUNE 30, SEPTEMBER 30,
-------------------------- ------------------------
1995 1996 1997 1996 1997
------- ------- -------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Operating Activities:
Net income............. $ 3,775 $ 6,051 $ 8,112 $ 1,617 $ 2,068
Adjustments to recon-
cile net income to net
cash provided by oper-
ating activities:
Depreciation and am-
ortization.......... 2,255 3,036 3,309 805 807
Deferred income tax-
es.................. (284) (281) (139) -- --
Increase in allow-
ances for doubtful
accounts and sales
returns............. 243 36 7 29 50
Changes in operating
assets and liabili-
ties,
net of effect of ac-
quired businesses:
Accounts receivable.. (1,299) (669) (678) 449 (171)
Inventory............ 805 193 268 (535) (259)
Other assets......... (89) 117 560 453 224
Accounts payable..... (438) 644 363 (147) (371)
Accrued liabilities.. 1,344 675 1,048 (150) (370)
Income taxes payable. 805 1,074 474 (782) 51
------- ------- -------- --------- --------
Net cash provided by
operating activi-
ties............... 7,117 10,876 13,324 1,739 2,029
------- ------- -------- --------- --------
Investing activities:
Capital expenditures,
net................... (3,889) (3,192) (5,075) (1,155) (919)
Net cash paid for ac-
quired businesses..... -- -- (12,813) (861) --
------- ------- -------- --------- --------
Net cash used in in-
vesting activities.. (3,889) (3,192) (17,888) (2,016) (919)
------- ------- -------- --------- --------
Financing activities:
Changes in amounts due
from Synetic, net..... (508) (679) (616) 174 (125)
Payments on long-term
debt.................. (456) (216) -- -- --
------- ------- -------- --------- --------
Net cash provided by
(used for)
financing activities. (964) (895) (616) 174 (125)
------- ------- -------- --------- --------
Foreign currency trans-
lation adjustment..... 280 (225) (396) 62 (247)
------- ------- -------- --------- --------
Net increase (decrease)
in cash and cash
equivalents........... 2,544 6,564 (5,576) (41) 738
Cash and cash equiva-
lents at beginning of
period................ 3,082 5,626 12,190 12,190 6,614
------- ------- -------- --------- --------
Cash and cash equiva-
lents at end of peri-
od.................... $ 5,626 $12,190 $ 6,614 $ 12,149 $ 7,352
======= ======= ======== ========= ========
Cash paid during the
period for:
Interest............... $ 32 $ 6 $ -- $ -- $ --
Income taxes........... 2,063 3,307 4,562 1,773 1,251
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-7
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

In November 1997, Synetic, Inc. ("Synetic") formed Porex Corporation, a
Delaware corporation ("Porex"). In connection therewith Porex issued
15,000,000 shares of Common Stock, $.01 par value, to Synetic in exchange for
all of the outstanding capital stock of its wholly-owned subsidiary, Porex
Technologies Corp. ("PTC"). This reorganization has been accounted for at
historical book values in a manner similar to a pooling-of-interests. These
consolidated financial statements present the financial position and results
of operations of Porex and PTC and its subsidiaries (collectively, the
"Company"), as if this reorganization had occurred as of the first day of the
earliest period presented.

Porex designs, manufactures and distributes porous and solid plastic
components and products for use in healthcare, consumer and industrial
applications.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
the Company, after elimination of all material intercompany accounts and
transactions.

Cash and Cash Equivalents

The Company considers all liquid investment instruments with an original
maturity of three months or less to be the equivalent of cash for purposes of
balance sheet presentation and for the consolidated statements of cash flows.
These short-term investments are stated at cost, which approximates market.

Inventories

Inventories are stated at the lower of first-in, first-out cost or market.
Cost includes raw materials, direct labor, and manufacturing overhead. Market
is based on current replacement cost for raw materials and supplies and on net
realizable value for work-in-process and finished goods. Inventories consisted
of the following (in thousands):

<TABLE>
<CAPTION>
JUNE 30,
------------- SEPTEMBER 30,
1996 1997 1997
------ ------ -------------
(UNAUDITED)
<S> <C> <C> <C>
Raw materials and supplies.................... $2,468 $2,672 $3,119
Work-in-process............................... 548 347 362
Finished goods................................ 2,237 2,486 2,283
------ ------ ------
$5,253 $5,505 $5,764
====== ====== ======
</TABLE>

Property, Plant and Equipment

Property, plant and equipment are stated at cost. For financial reporting
purposes, depreciation is provided principally on the straight-line method
over the estimated useful lives of the assets. Annual depreciation rates range
from 2% to 10% for buildings and improvements and from 7% to 33% for machinery
and equipment and furniture and fixtures. For income tax purposes, certain
assets are depreciated using accelerated methods. Expenditures for
maintenance, repair and renewals of minor items are charged to operations as
incurred. Major improvements are capitalized.

F-8
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Goodwill

The excess of net assets acquired over underlying book values ("goodwill")
is being amortized to expense on a straight-line basis over periods ranging
from 35 to 40 years. The Company periodically reviews the carrying values
assigned to goodwill based upon expectations of future cash flows and
operating income generated by the particular acquired business.

The Company's principal considerations in determining impairment of goodwill
include the strategic benefit to the Company of the particular business
related to the goodwill as measured by undiscounted current and expected
future operating income levels and expected undiscounted future cash flows.
The Company believes no impairment of goodwill exists at June 30, 1997.

Development Costs

Development costs are expensed as incurred. Total development expenses were
$1,490,000, $2,014,000 and $1,791,000 for the years ended June 30, 1995, 1996
and 1997, respectively.

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

<TABLE>
<CAPTION>
JUNE 30,
-------------
1996 1997
------ ------
<S> <C> <C>
Accrued payroll and benefit costs............................ $1,841 $2,771
Accrued management incentives................................ 1,385 1,747
Accrued legal costs.......................................... 563 598
Other........................................................ 582 1,196
------ ------
Total...................................................... $4,371 $6,312
====== ======
</TABLE>

Income Taxes

The Company accounts for income taxes pursuant to Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"),
which uses the liability method to calculate deferred income taxes. The
realization of deferred tax assets is based on historical tax positions and
expectations about future taxable income.

The Company is included in the consolidated federal income tax return of
Synetic. The accompanying financial statements reflect income taxes as if the
Company filed a separate tax return.

Foreign Currency Translation

The financial statements and transactions of the Company's foreign
manufacturing facilities are maintained in their functional currency (Deutsche
mark and Pound sterling). The translation of foreign currencies into U.S.
dollars is performed for balance sheet accounts using current exchange rates
in effect at the balance sheet date and for revenue and expense accounts using
an average exchange rate for the period. The gains or losses resulting from
translation are included in stockholder's equity.

Revenue Recognition

Revenue is recognized upon product shipment, net of sales returns and
allowances.

Net Income Per Share

Net income per share is determined by dividing net income by the weighted
average number of shares of common stock outstanding during the period.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No.
128"). The new standard simplifies the computation of net income per share and
increases comparability to international standards. Under SFAS No. 128, basic
net

F-9
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

income per share is computed by dividing net income by the weighted-average
number of common shares outstanding for the period. Diluted net income per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock.

The Company is required to adopt the new standard during fiscal 1998,
beginning with the December 31, 1997 interim consolidated financial
statements. All prior periods presented are required to be restated at that
time. The pronouncement is not expected to have a material impact on the
Company's reported earnings per share.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Unaudited Interim Financial Information

In the opinion of management, the unaudited consolidated financial
statements as of September 30, 1997 and for the three months ended September
30, 1996 and 1997, reflect all adjustments which are of a normal recurring
nature necessary to present fairly the Company's financial position, results
of operations and cash flows. Interim results of operations are not
necessarily indicative of results to be expected for the fiscal year.

(2) ACQUISITION:

Interflo

On February 10, 1997, the Company acquired the assets and assumed certain
liabilities of Interflo Technologies Inc. ("Interflo"), a manufacturing
operation located in College Point, New York for $11,340,000 in cash. At the
closing, $2,500,000 was placed in escrow as security against representations
and warranties contained in the purchase agreement. The escrow funds will be
released over a period of approximately one year. The acquisition was
accounted for using the purchase method with the purchase price being
allocated to assets acquired and liabilities assumed based on their appraised
fair values. Interflo's results of operations have been included in the
Company's financial statements since February 10, 1997.

A summary of the purchase price is as follows (in thousands):

<TABLE>
<S> <C>
Fair value of assets acquired.................................... $ 2,175
Liabilities assumed.............................................. (1,138)
Goodwill......................................................... 10,303
-------
$11,340
=======
</TABLE>

The pro forma effects of combining the results of operations of the Company
and Interflo are not material.

F-10
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) STOCKHOLDER'S EQUITY:

As of September 30, 1997, Synetic owned 100% of the Company's outstanding
common stock. The Company is in the process of an initial public offering of
2,500,000 shares of its common stock (the "Offering").

(4) INCOME TAXES:

The income tax provisions (benefits) are summarized as follows (in
thousands):

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
----------------------
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Current:
Federal............................................... $2,073 $2,848 $3,655
State................................................. 281 543 366
Foreign............................................... 640 734 1,063
------ ------ ------
Total current....................................... 2,994 4,125 5,084
------ ------ ------
Deferred:
Federal............................................... (252) (233) (127)
State................................................. (32) (48) (12)
------ ------ ------
Total deferred...................................... (284) (281) (139)
------ ------ ------
Total income tax provision........................ $2,710 $3,844 $4,945
====== ====== ======
</TABLE>

Accumulated net earnings of foreign subsidiaries are intended to be
permanently reinvested in those subsidiaries. Accordingly, no federal taxes
have been provided on those earnings.

A reconciliation of the income tax provision, computed by applying the
federal statutory rate to income before taxes, and the actual provision for
income taxes is as follows:

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
----------------------
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Federal statutory rate........................... 35.0% 35.0% 35.0%
State tax, net of federal benefit................ 2.5 3.3 1.8
Foreign taxes rate differential.................. 4.3 1.4 1.9
Other, net....................................... -- (.9) (.8)
------ ------ ------
41.8% 38.8% 37.9%
====== ====== ======
</TABLE>

F-11
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) INCOME TAXES--(CONTINUED)

Temporary differences resulted in the following deferred tax expense
(benefit) (in thousands):

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
----------------------
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Sales returns and receivables allowances........ $ (14) $ (6) $ 18
Accrued expenses................................ (206) (119) (279)
Difference between tax and book depreciation
and amortization............................... 38 (117) 163
Inventory reserves.............................. (31) (29) 82
Prepaids and other.............................. (71) (10) (123)
------ ------ ------
$ (284) $ (281) $ (139)
====== ====== ======
</TABLE>

Deferred tax liabilities (assets) at June 30, 1996 and 1997, are comprised
of the following (in thousands):

<TABLE>
<CAPTION>
1996 1997
----- ------
<S> <C> <C>
Tax over book depreciation and amortization.............. $ 936 $1,099
Sales returns and receivables allowances................. (118) (100)
Accrued expenses......................................... (688) (967)
Inventory reserves....................................... (436) (354)
Prepaids and other....................................... (210) (333)
----- ------
$(516) $ (655)
===== ======
</TABLE>

In accordance with the disclosure provisions of SFAS No. 109, as of June 30,
1996 and 1997 the Company has included approximately $1,452,000 and
$1,754,000, respectively, of deferred tax assets in other current assets
representing the effects of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the carrying
amounts for income tax purposes.

(5) MAJOR CUSTOMERS, EXPORT PRODUCT SALES AND SEGMENT INFORMATION:

For the years ended June 30, 1995, 1996 and 1997, no customer accounted for
more than 10% of the Company's net sales.

Export product sales, which are made principally to Europe and Asia, were
$5,022,000, $5,605,000 and $6,219,000 for the fiscal years ended June 30,
1995, 1996 and 1997, respectively.

F-12
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5) MAJOR CUSTOMERS, EXPORT PRODUCT SALES AND SEGMENT INFORMATION--(CONTINUED)
Segment Reporting

The Company's manufacturing operations are in two principal geographic
areas, the United States and Europe. The following is a summary of financial
information by geographic area for the fiscal years ended June 30, 1995, 1996
and 1997 (in thousands):

<TABLE>
<CAPTION>
CORPORATE AND
1995 UNITED STATES EUROPE ELIMINATIONS CONSOLIDATED
- ---- ------------- ------ ------------- ------------
<S> <C> <C> <C> <C>
Net sales....................... $34,700 $5,380 $ (900) $39,180
Operating income................ 7,070 1,282 (2,111) 6,241
Identifiable assets............. 30,536 5,771 1,219 37,526
Capital expenditures, net....... 2,834 1,003 52 3,889
Depreciation and amortization... 1,673 425 157 2,255
</TABLE>

<TABLE>
<CAPTION>
CORPORATE AND
1996 UNITED STATES EUROPE ELIMINATIONS CONSOLIDATED
- ---- ------------- ------ ------------- ------------
<S> <C> <C> <C> <C>
Net sales....................... $39,055 $6,665 $ (591) $45,129
Operating income................ 10,087 1,955 (2,733) 9,309
Identifiable assets............. 38,390 7,035 1,061 46,486
Capital expenditures, net....... 1,999 1,052 141 3,192
Depreciation and amortization... 2,666 171 199 3,036
</TABLE>

<TABLE>
<CAPTION>
CORPORATE AND
1997 UNITED STATES EUROPE ELIMINATIONS CONSOLIDATED
- ---- ------------- ------ ------------- ------------
<S> <C> <C> <C> <C>
Net sales....................... $45,490 $8,511 $(1,116) $52,885
Operating income................ 12,529 2,371 (2,747) 12,153
Identifiable assets............. 48,502 8,063 1,019 57,584
Capital expenditures, net....... 3,657 504 914 5,075
Depreciation and amortization... 2,571 516 222 3,309
</TABLE>

(6) PENSION AND PROFIT SHARING PLANS:

The Company has defined benefit pension plans covering substantially all of
its employees and certain employees of Synetic. Net pension cost for the years
ended June 30, 1995, 1996 and 1997 included the following components (in
thousands):
<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ------
<S> <C> <C> <C>
Service cost................................................ $240 $269 $ 277
Interest cost............................................... 273 310 338
Actual return on plan assets................................ (427) (789) (1,377)
Net amortization............................................ 127 447 923
---- ---- ------
Net pension cost.......................................... $213 $237 $ 161
==== ==== ======
</TABLE>

F-13
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6) PENSION AND PROFIT SHARING PLANS--(CONTINUED)
The following table sets forth the funded status of the plans and amounts
recognized in the Company's consolidated balance sheets (in thousands):
<TABLE>
<CAPTION>
JUNE 30,
----------------
1996 1997
------- -------
<S> <C> <C>
Actuarial present value of benefit obligation:
Vested benefit obligation............................ $(2,944) $(3,311)
Nonvested benefit obligation......................... (55) (67)
------- -------
Accumulated benefit obligation....................... (2,999) (3,378)
Effect of future salary increases.................... (1,548) (1,600)
------- -------
Projected benefit obligation........................... (4,547) (4,978)
Plan assets at fair value.............................. 5,105 6,703
------- -------
Funded status.......................................... 558 1,725
Unrecognized net gain.................................. (792) (1,848)
Unrecognized net assets................................ (216) (194)
Unrecognized prior service cost........................ 61 56
------- -------
Net pension liability................................ $ (389) $ (261)
======= =======
</TABLE>

The Company funds the plans through annual contributions representing no
less than the minimum amounts required as computed by actuaries to be
consistent with the plans' objectives and government regulations. The net
pension liability is included in accrued liabilities.

Assumptions used in the accounting for the Company's defined benefit plans
as of June 30, 1996 and 1997 were:

<TABLE>
<CAPTION>
1996 1997
----- -----
<S> <C> <C>
Discount rate................................................. 7.5% 7.5%
Rate of increase in compensation levels....................... 0%-5% 0%-5%
Expected long-term rate of return on assets................... 8.0% 8.0%
</TABLE>

Plan assets consist primarily of debt and equity investments.

In addition to the defined benefit pension plans discussed above, the
Company maintains a defined contribution profit sharing plan covering
substantially all of its employees. The Company matches a portion of
participant contributions with Synetic common stock. For the year ended June
30, 1997, Synetic issued 3,341 shares of common stock to the plan. For the
years ended June 30, 1995, 1996 and 1997, Company contributions were
approximately $59,100, $81,000 and $132,500, respectively.

(7) RELATED PARTY TRANSACTIONS:

Tax sharing agreement

The Company and Synetic intend to enter into a tax sharing agreement for the
periods during which the Company is included in the consolidated federal
income tax returns of Synetic. This agreement will provide, among other
things, for the Company to pay Synetic its allocable portion of the
consolidated federal income tax liability or receive refunds determined as if
the Company had filed separate federal income tax returns. The tax sharing
agreement will terminate on the last day on which the Company is included in
Synetic's federal consolidated income tax return.

F-14
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7) RELATED PARTY TRANSACTIONS--(CONTINUED)
Services agreement

The Company and Synetic intend to enter into a services agreement pursuant
to which Synetic will agree to provide the Company with services relating
primarily to financial analysis and tax and legal advice in connection with
the Company's operations and other technical services as required. The Company
will pay the actual costs of providing these services. Such costs will include
an allocable portion of the base compensation and other related expenses
(other than Synetic's benefit plans and employment agreements and
arrangements) of the officers of Synetic who serve as officers of the Company.
The service agreement will be terminable by either party upon 90 days' prior
written notice, at the end of any quarter. Allocated charges for normal,
recurring services provided by Synetic historically have not been material.

Credit agreement

Synetic intends to make available to the Company a revolving line of credit
to be used by the Company for the purpose of making acquisitions. Terms of
such line of credit, including the interest rate and security, if any, have
not been determined, and if such terms are not agreed upon by Synetic and the
Company, such line of credit may not be made available.

(8) STOCK OPTIONS:

The Company expects to adopt stock options plans covering the employees,
officers and directors of the Company and its subsidiaries and certain
consultants, agents and key contractors of the Company. The exercise price for
such options will be equal to the initial public offering price. The Company
currently intends to elect to follow Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees in accounting for its stock
options. The Company intends to adopt the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123, Accounting for Stock-
Based Compensation.

(9) COMMITMENTS AND CONTINGENCIES:

Leases

The Company leases office and warehouse space, equipment and automobiles
under various noncancellable operating leases. Rental expense was $154,000,
$164,000 and $329,000 for the fiscal years ended June 30, 1995,
1996 and 1997, respectively. The minimum aggregate rental commitments under
noncancellable leases, excluding renewal options, are as follows (in
thousands):

<TABLE>
<CAPTION>
YEARS ENDING JUNE 30, 1998
--------------------------
<S> <C>
1998............................................................... $ 525
1999............................................................... 505
2000............................................................... 485
2001............................................................... 431
2002............................................................... 389
Thereafter......................................................... 3,537
</TABLE>

Legal proceedings

In the normal course of business, the Company is involved in various claims
and legal proceedings. While the ultimate resolution of these matters has yet
to be determined, the Company does not believe that their outcome will have a
material adverse effect on its financial position or results of operations.

F-15
<PAGE>

POREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has been named as one of many co-defendants in a number of
actions brought by recipients of silicone mammary implants. One of the pending
claims is styled as a purported class action. Certain of the actions against
the Company have been dismissed or settled by the manufacturer or insurance
carriers of the Company without material cost to the Company. The Company
believes its insurance coverage provides adequate coverage against liabilities
that could arise from actions or claims arising out of the Company's
distribution of implants. While the ultimate resolution of these matters has
yet to be determined, the Company does not believe that their outcome will
have a material adverse effect on its financial position or results of
operations.

(10) QUARTERLY FINANCIAL DATA (UNAUDITED):

The following table summarizes the quarterly financial data for the fiscal
years ended June 30, 1996 and 1997 (in thousands, except per share data).

<TABLE>
<CAPTION>
NET OPERATING NET NET INCOME
QUARTER ENDED SALES INCOME INCOME PER SHARE
- ------------- ------- --------- ------ ----------
FISCAL 1996
<S> <C> <C> <C> <C>
September 30, 1995.......................... $11,036 $ 1,946 $1,178 $.08
December 31, 1995........................... 10,283 1,981 1,360 .09
March 31, 1996.............................. 11,311 2,273 1,523 .10
June 30, 1996............................... 12,499 3,109 1,990 .13
------- ------- ------ ----
Year ended June 30, 1996.................... $45,129 $ 9,309 $6,051 $.40
======= ======= ====== ====
<CAPTION>
FISCAL 1997
<S> <C> <C> <C> <C>
September 30, 1996.......................... $11,185 $ 2,297 $1,617 $.11
December 31, 1996........................... 11,899 2,778 1,825 .12
March 31, 1997.............................. 14,243 3,370 2,076 .14
June 30, 1997............................... 15,558 3,708 2,594 .17
------- ------- ------ ----
Year ended June 30, 1997.................... $52,885 $12,153 $8,112 $.54
======= ======= ====== ====
<CAPTION>
FISCAL 1998
<S> <C> <C> <C> <C>
September 30, 1997.......................... $14,833 $ 3,328 $2,068 $.14
======= ======= ====== ====
</TABLE>

(11) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosure about Fair Value of
Financial Instruments." The estimated fair value amounts have been determined
by the Company using available market information.

<TABLE>
<CAPTION>
JUNE 30, 1996 JUNE 30, 1997
------------------- -------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- -------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash and cash equivalents............... $12,190 $12,190 $6,614 $6,614
</TABLE>

F-16
<PAGE>

INTERFLO TECHNOLOGIES, INC.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants............................... F-18
Balance Sheet as of December 31, 1996.................................. F-19
Statement of Income and Retained Earnings for the Year Ended December
31, 1996.............................................................. F-20
Statement of Cash Flows for the Year Ended December 31, 1996........... F-21
Notes to Financial Statements.......................................... F-22
</TABLE>

F-17
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO INTERFLO TECHNOLOGIES, INC.:

We have audited the accompanying balance sheet of Interflo Technologies,
Inc. (a New York corporation) as of December 31, 1996 and the related
statements of income and retained earnings and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Interflo Technologies,
Inc. as of December 31, 1996 and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

New York, New York
November 13, 1997

F-18
<PAGE>

INTERFLO TECHNOLOGIES, INC.
BALANCE SHEET
AS OF DECEMBER 31, 1996
(IN THOUSANDS)

ASSETS

<TABLE>
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents.............................................. $ 230
Marketable securities.................................................. 140
Accounts receivable, net of allowance for doubtful accounts and sales
returns of $20......................................................... 802
Inventories............................................................ 421
Other current assets................................................... 38
------
Total current assets................................................. 1,631
------
PROPERTY AND EQUIPMENT:
Building improvements.................................................. 133
Machinery and equipment................................................ 846
Furniture and fixtures................................................. 331
------
1,310
Less: Accumulated depreciation and amortization........................ (690)
------
Property and equipment, net............................................ 620
------
OTHER ASSETS........................................................... 63
------
$2,314
======
</TABLE>

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<S> <C>
CURRENT LIABILITIES:
Accounts payable....................................................... $ 435
Accrued liabilities.................................................... 506
Distributions payable.................................................. 144
Loan from officer...................................................... 121
Due to related party, net.............................................. 159
------
Total current liabilities............................................ 1,365
------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
STOCKHOLDERS' EQUITY:
8% cumulative preferred stock, $1.00 par value; 100,000 shares
authorized; no shares issued or outstanding........................... --
Common stock, no par value; 200 shares authorized; 100 shares issued
and outstanding....................................................... --
Paid-in capital........................................................ 12
Retained earnings...................................................... 937
------
Total stockholders' equity........................................... 949
------
$2,314
======
</TABLE>

The accompanying notes are an integral part of this balance sheet.

F-19
<PAGE>

INTERFLO TECHNOLOGIES, INC.
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
<S> <C>
Net sales............................................................... $5,657
Cost of sales.......................................................... 3,960
------
Gross profit............................................................ 1,697
Selling, general and administrative expenses........................... 1,657
------
Operating income........................................................ 40
Other expenses, net.................................................... 16
------
Income before provision for state and local income taxes................ 24
Provision for state and local income taxes.............................. 2
------
Net income.............................................................. 22
------
Retained earnings, beginning of year.................................... 1,059
Distribution of earnings................................................ (144)
------
Retained earnings, end of year.......................................... $ 937
======
</TABLE>

The accompanying notes are an integral part of this statement.

F-20
<PAGE>

INTERFLO TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<S> <C>
Operating activities:
Net income............................................................. $ 22
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization........................................ 214
Increase in allowance for doubtful accounts.......................... 15
Loss on disposal of property and equipment........................... 45
Changes in operating assets and liabilities:
Accounts receivable.................................................. (150)
Inventories.......................................................... (374)
Other assets......................................................... (28)
Accounts payable..................................................... 72
Accrued liabilities.................................................. 237
----
Net cash provided by operating activities.......................... 53
----
Investing activities:
Proceeds from sale of marketable securities, net....................... 249
Capital expenditures................................................... (500)
----
Net cash used in investing activities.............................. (251)
----
Financing activities:
Advances to related party, net......................................... (57)
----
Net cash used in financing activities.............................. (57)
----
Decrease in cash and cash equivalents.................................. (255)
Cash and cash equivalents at beginning of period....................... 485
----
Cash and cash equivalents at end of period............................. $230
====
Supplemental disclosures:
Cash paid during the period for:
Interest............................................................... $ 12
Income taxes........................................................... $ 28
</TABLE>

The accompanying notes are an integral part of this statement.

F-21
<PAGE>

INTERFLO TECHNOLOGIES, INC
NOTES TO FINANCIAL STATEMENTS

(1) BACKGROUND AND SIGNIFICANT EVENTS:

Prior to December 31, 1995, Interflo Technologies, Inc. (the "Company") and
Liqui-Mark Corp. ("Liqui-Mark") operated as divisions of Redound Industries,
Inc. ("Redound"). Effective December 31, 1995, Redound spun off the net assets
of Liqui-Mark to its shareholders and renamed Redound as Interflo
Technologies, Inc. The accompanying financial statements present the
operations of the Company.

Effective February 10, 1997, substantially all of the assets and certain
liabilities of the Company were acquired by Porex Corporation, a subsidiary of
Synetic, Inc., for $11,340,000 in cash.

The Company designs and manufactures porous plastics used in healthcare,
industrial and consumer applications.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash and Cash Equivalents

The Company considers all liquid investment instruments with an original
maturity of three months or less to be the equivalent of cash for purposes of
balance sheet presentation and for the statement of cash flows. These short-
term investments are stated at cost, which approximates market.

Marketable Securities

Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" addresses the accounting and
reporting for investments in equity securities that have readily determinable
fair values and for all investments in debt securities.

Marketable securities consisted primarily of equity securities as of
December 31, 1996. These investments are carried at a cost of $140,000 at
December 31, 1996, which, based on quoted prices, approximates market value.
At December 31, 1996, gross unrealized gains/losses pertaining to marketable
securities and other investments were not material. Gains and losses on the
sale of marketable securities and other investments are calculated using the
specific identification method.

Inventories

Inventories are stated at the lower of first-in, first-out cost or market.
Cost includes raw materials, direct and indirect labor and overhead. Market is
based on current replacement cost for raw materials and supplies and on net
realizable value for finished goods. Inventories consisted of the following:

<TABLE>
<S> <C>
Raw materials and supplies...................................... $295,000
Finished goods.................................................. 126,000
--------
$421,000
========
</TABLE>
Property and Equipment

Property and equipment are stated at cost. For financial reporting purposes,
depreciation is provided principally on the straight-line and double declining
balance methods over the estimated useful lives of the assets. Useful lives
range from 5 to 40 years for building improvements and from 3 to 7 years for
machinery and equipment and furniture and fixtures. For income tax purposes,
certain assets are depreciated using accelerated methods. Expenditures for
maintenance, repair and renewals of minor items are charged to operations as
incurred. Major improvements are capitalized.

F-22
<PAGE>

INTERFLO TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

Major Customers and Export Product Sales Information

For the year ended December 31, 1996 foreign sales accounted for 12% of net
sales. Accounts receivable from foreign entities represent 16% of total
accounts receivable at December 31, 1996. Sales to two major customers
accounted for 19% and 16% of net sales in 1996.

Accrued Liabilities

Accrued liabilities consisted of the following:

<TABLE>
<S> <C>
Accrued payroll and benefit costs............................... $185,000
Accrued rent.................................................... 126,000
Accrued utilities............................................... 73,000
Other........................................................... 122,000
--------
Total......................................................... $506,000
========
</TABLE>

Income Taxes

The Company operates under Subchapter S of the Internal Revenue Code and,
consequently, is not subject to Federal and certain state income taxes. The
stockholders include their pro rata share of the Company's income in their
personal income tax returns.

Revenue Recognition

Revenue is recognized upon product shipment, net of sales returns and
allowances.

Use of Estimates

(3) RELATED PARTY TRANSACTIONS:

The Company paid monthly rent in the amount of $6,000 to its principal
stockholder and related individuals for factory, warehouse and office space.
This space was rented on a month-to-month basis, through September 30, 1996.

The Company had a loan from an officer of $100,000 at December 31, 1996
bearing interest at 9% and payable on demand. The loan and accrued interest of
$121,000 were paid in full on February 11, 1997.

The accrued distributions to shareholders at December 31, 1996 of $144,000
were paid on February 10, 1997.

The Company sells marker nibs to Liqui-Mark which manufactures writing
instruments. Sales to Liqui-Mark were approximately $140,000 in 1996. At
December 31, 1996 the Company had a trade accounts receivable due from Liqui-
Mark of $34,000 and a payable resulting primarily from the spin-off of Liqui-
Mark of $193,000, which was subsequently paid.

The Company has guaranteed a bank line-of-credit (amounting to $2,000,000)
for Liqui-Mark. As of December 31, 1996, $380,000 was outstanding under this
line-of-credit. The Company was released from this guarantee on January 29,
1997.

F-23
<PAGE>

INTERFLO TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS

(4) EMPLOYEE BENEFIT PLANS:

The Company maintains a defined contribution savings plan (the "Savings
Plan") covering substantially all of its non-union employees. Participants
must be at least 21 years of age and have completed one year of service and
may contribute up to $9,500 of their earnings annually. The Savings Plan
allows for discretionary contributions to be made by the Company. For the year
ended December 31, 1996, no such contributions were made.

The Company maintains a defined benefit pension plan (the "Pension Plan")
covering substantially all of its non-union employees. Pension Plan benefits
were frozen effective August 3, 1993 and the Company has proposed to terminate
the Pension Plan effective December 31, 1996. The Pension Plan sponsor has
applied for a favorable determination letter from the Internal Revenue Service
for the termination of the Pension Plan. The Company contribution for 1996 was
approximately $51,000.

Effective July, 1993, a shareholder of the Company who is also a key
participant of the Pension Plan, elected to waive his right to a portion of
his benefits upon Pension Plan termination such that Pension Plan assets would
be sufficient to satisfy Pension Plan liabilities. After giving effect to this
waiver, plan assets are equal to the projected benefit obligation.

In determining the projected benefit obligation, the weighted average
assumed discount rate was 6.5%.

(5) COMMITMENTS AND CONTINGENCIES

Leases

The Company leases office and warehouse space and automobiles under various
noncancellable operating leases. Rental expense was $250,000 for the year
ended December 31, 1996. The minimum aggregate rental commitments under
noncancellable leases, excluding renewal options, are as follows:

<TABLE>
<S> <C>
1997............................................................ $ 363,000
1998............................................................ 375,000
1999............................................................ 383,000
2000............................................................ 385,000
2001............................................................ 388,000
Thereafter...................................................... 4,072,000
</TABLE>

Legal proceedings

F-24
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PRO-SPECTUS
IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-
THORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK
IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

---------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 6
Use of Proceeds........................................................... 11
Dividend Policy........................................................... 11
Dilution.................................................................. 12
Capitalization............................................................ 13
Selected Financial Data................................................... 14
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 15
Pro Forma Financial Information........................................... 18
Business.................................................................. 20
Management................................................................ 29
Security Ownership of Management.......................................... 38
Transactions and Relationship with Principal Stockholder.................. 39
Description of Capital Stock.............................................. 41
Shares Eligible for Future Sale........................................... 42
Underwriting.............................................................. 44
Legal Matters............................................................. 46
Experts................................................................... 46
Available Information..................................................... 46
Index to Financial Statements............................................. F-1
</TABLE>

UNTIL , 1998 (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING), ALL DEAL-
ERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPEC-
TUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

2,500,000 SHARES

COMMON STOCK

---------------

PROSPECTUS

---------------

MERRILL LYNCH & CO.

PRUDENTIAL SECURITIES INCORPORATED

, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

POREX CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS SCHEDULE

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants................................... S-1
Schedule II--Valuation and Qualifying Accounts............................. S-2
</TABLE>
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

We have audited in accordance with generally accepted auditing standards the
consolidated financial statements of Porex Corporation and subsidiaries as of
June 30, 1996 and 1997 and for each of the three years in the period ended
June 30, 1997 included in the Form S-1 and have issued our report thereon
dated November 13, 1997. Our audits were made for the purpose of forming an
opinion on the basic financial statements taken as a whole. The schedule
listed in the index to consolidated financial statements schedule is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not a required part of the basic financial statements. The schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
November 13, 1997

S-1
<PAGE>

POREX CORPORATION AND SUBSIDIARIES

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
------ ---------- --------------------- ------------ ----------
ADDITIONS
---------------------
BALANCE AT CHARGES TO CHARGES TO BALANCE AT
BEGINNING COST AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (DEDUCTIONS) PERIOD
----------- ---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Allowances for doubtful
accounts and sales
returns
June 30, 1995........... $393,000 307,000 7,000 (71,000)(1) $636,000
June 30, 1996........... $636,000 126,000 (7,000) (84,000)(1) $671,000
June 30, 1997........... $671,000 295,000 33,000 (280,000)(1) $719,000
September, 30, 1997
(unaudited)............ $719,000 56,000 -- (6,000)(1) $769,000
</TABLE>
- --------
(1) Write-off of uncollectible accounts and other reductions, net of
recoveries.

S-2
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all expenses, other than underwriting
discount and commissions, payable by the Company in connection with the sale
of the Common Stock being registered. All the amounts shown are estimates,
except for the registration fee with the Securities and Exchange Commission
and the NASD filing fee.

<TABLE>
<S> <C>
SEC registration fee................................................ $14,375
NASD Filing Fee..................................................... $ 5,244
Printing and engraving expenses..................................... 125,000
Legal Fees and Expenses............................................. *
Accounting Fees and Expenses........................................ 125,000
Transfer agent and registrar fees................................... 3,000
Miscellaneous Expenses.............................................. *
-------
TOTAL $ *
=======
</TABLE>
- --------
* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation and Bylaws set forth the extent
to which officers or directors of the Company may be indemnified against any
liabilities which they may incur. The general effect of such provisions is
that any person made a party to an action, suit or proceeding by reason of the
fact that he is or was a director or officer of the Company, or of another
corporation or other enterprise for which he served as such at the request of
the Company, shall be indemnified by the Company against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
to the full extent permitted under the laws of the State of Delaware. The
Company's Certificate of Incorporation and Bylaws extend such indemnification
to any employee who serves as an officer or director of any corporation at the
request of the Company. These provisions of the Company's Certificate of
Incorporation and Bylaws are not inclusive of any other indemnification rights
to which an officer or director may be entitled, whether by contract or
otherwise.

The general effect of the indemnification provisions contained in Section
145 of the Delaware General Corporation Law is as follows: A director or
officer who, by reason of such directorship or officership, is involved in any
action, suit or proceeding (other than an action by or in the right of the
corporation) may be indemnified by the corporation against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, has no reasonable cause to believe that his
conduct was unlawful. A director or officer who, by reason of such
directorship or officership, is involved in any action or suit by or in the
right of the corporation may be indemnified by the corporation against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which he shall have been adjudged to be liable to the corporation unless and
only to the extent that a court of appropriate jurisdiction shall approve such
indemnification.

The Company's Certificate of Incorporation provides that a director shall
not be personally liable to the Company or to any of its stockholders for
monetary damages for breach of fiduciary duty as a director of the Company
provided, however, that such provision shall not eliminate or limit the
liability of a director: (i) for breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good

II-1
<PAGE>

faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.

The Company intends to purchase director's and officers' liability insurance
for its executive officers and directors, assuming that such insurance is
available on commercially reasonable terms.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Other than the shares issued to Synetic upon the Registrant's incorporation
in exchange for Synetic's shares in PTC, no securities of the Registrant have
been issued or sold by the Registrant in the last three years.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
*1.1 Form of Underwriting Agreement
*3.1(a) Certificate of Incorporation of the Company
*3.1(b) Amended and Restated Certificate of Incorporation of the Company
*3.2 By-laws of the Company
*4.1 Specimen Stock Certificate of the Company
*5.1 Opinion of Shearman & Sterling
*10.1 Porex Corporation Non-Employee Director Stock Option Plan
*10.2 Porex Corporation Class A Stock Option Plan
*10.3 Porex Corporation Class B Stock Option Plan
*10.4 Porex Corporation Non-Qualified Special Stock Option Plan
10.5 Form of Services Agreement between the Company and Synetic
10.6 Form of Tax Sharing Agreement between the Company and Synetic
10.7 Form of Indemnification Agreement between the Company and Synetic
*10.8 Form of Registration Rights Agreement between the Company and Synetic
*10.9 Agreement and Plan of Merger between PTC and Interflo
*10.10 Employment Agreement between Porex Corporation and Kim A. Davis
*21.1 Subsidiaries of the Company
23.1(a) Consent of Arthur Andersen LLP, Atlanta office
23.1(b) Consent of Arthur Andersen LLP, New York office
*23.2 Consent of Shearman & Sterling (included in Exhibit 5.1)
23.3 Consent of Kegler, Brown, Hill & Ritter
**24 Powers of Attorney (included on the signature page of this Registration Statement)
**27 Financial Data Schedule (for SEC use only)
</TABLE>
- --------
* to be filed by amendment.

** previously filed.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To provide the underwriter at the closing specified in the underwriting
agreement, certificates in such denominations and registered in such names
as required by the underwriter to permit prompt delivery to each
purchaser.
(2) For the purpose of determining any liability under the Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(3) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as express
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Fairburn, State of Georgia, on December 19, 1997.

POREX CORPORATION

/s/ Donald K. Jackson
By: ________________________________

Donald K. Jackson

Senior Vice President--Chief
Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the date indicated.

SIGNATURE TITLE DATE

Chairman of the Board of Directors
* December 19,
- ------------------------- 1997
Martin J. Wygod

President and Chief Executive Officer; Director
/s/ Ray E. Hannah (Principal Executive Officer)

December 19,
- ------------------------- 1997
Ray E. Hannah

/s/ Donald K. Jackson Senior Vice President--Chief Financial Officer
(Principal Financial and Accounting Officer)

- ------------------------- December 19,
Donald K. Jackson 1997

Director
* December 19,
- ------------------------- 1997
Ronald G. Kalish

Director
* December 19,
- ------------------------- 1997
James V. Manning

Director
* December 19,
- ------------------------- 1997
James Marden

Director
* December 19,
- ------------------------- 1997
Leo M. Walsh, Jr.

* /s/ Donald K. Jackson
- -------------------------

As Attorney-in-Fact

II-4
<PAGE>

INDEX OF EXHIBITS

** previously filed.

<PAGE>

EXHIBIT 10.5

FORM OF SERVICES AGREEMENT
--------------------------

THIS SERVICES AGREEMENT (this "Agreement") is made and entered into as of

________, 1997 by and between Synetic Inc., a Delaware corporation ("Synetic"),
and Porex Corporation, a Delaware corporation (together with its subsidiaries,
hereinafter referred to as, the "Company").

RECITALS
--------

A. Synetic has historically provided to its subsidiaries certain
services.

B. Synetic and the Company desire that provision of these services by
Synetic be continued for the benefit of the Company and further desire to
formalize the provision of certain services.

C. Synetic is willing to continue to provide certain services to the
Company and the Company is willing to arrange for the provision of such services
by Synetic.

AGREEMENT
---------

The parties therefore agree as follows:

1. Services. Synetic will provide to the Company those particular
--------
financial, tax, legal and other services in connection with the Company's
acquisition program and other technical services as required that are listed on
Exhibit A hereto (the "Services"), in consideration of the respective charges
described in Section 3 below.

2. Term. Synetic agrees to provide the Services on a quarter-to-quarter
----
basis unless and until terminated in whole or in part with respect to particular
Services by either party at the end of a specified quarter by means of at least
thirty (30) days' prior written notice. The obligations of Synetic under
Section 4 of this Agreement shall terminate as of the date Synetic ceases to own
more than fifty percent (50%) of the outstanding common stock of the Company or
at the end of a specified quarter if the Company, by means of at least thirty
(30) days' prior written notice, terminates such obligations.

3. Charges. For the Services provided by Synetic, the Company will pay
-------
the actual costs therefor. Synetic and the Company will use reasonable efforts
to separately identify such costs. However, where such costs are not separately
identifiable and directly measurable, the Company will pay that portion of the
total cost to Synetic of providing such Services or similar services which shall
be attributable to the Company under an "Allocation Formula." The "Allocation
Formula" shall attribute to the Company that portion of the total
<PAGE>

cost of such Services or similar services which is based on the ratio of the
time incurred on behalf of the Company by employees of Synetic and its
affiliates to the time incurred on behalf of Synetic and all other entities
(including the Company) for which Synetic provides such Services or similar
services. Such costs shall include travel and entertainment expenses directly
attributable to the Company and an allocable portion of the base compensation
(other than benefit plans and employment agreements and arrangements) of the
officers of Synetic who serve as officers of the Company. Synetic shall submit
invoices quarterly, describing in reasonable detail the Services performed,
charges therefor and other charges provided for hereunder. The Company shall,
within 30 days of receipt of invoice, remit payment in full for the invoiced
charges. In addition to these charges, the Company shall reimburse Synetic on a
monthly basis for all reasonable third-party charges incurred by Synetic
incident to the rendering of such Services. The parties will review the
Services listed on Exhibit A hereto and such cost and usage data at least
annually, but any change in the Services will be only by mutual agreement.

4. Continuation of Benefits; Insurance. Synetic shall continue to make
-----------------------------------
available to employees of the Company the benefit plans and health insurance
plans in effect for employees of Synetic which are presently made available to
employees of the Company, upon the terms that such plans are made available to
employees of Synetic and its subsidiaries from time to time, and, in each case,
the Company shall reimburse Synetic for the actual costs therefor. Synetic will
use its best efforts to cause the business operations, properties and officers
and directions of the Company to be insured under policies applicable to Synetic
and its subsidiaries to the extent such business operations, properties and
officers and directors are presently insured under such policies, and, in each
case, the Company shall reimburse Synetic for the actual costs therefor.

5. Performance of Services. Synetic shall perform the Services with the
-----------------------
same degree of case, skill and prudence customarily exercised for its own
operations.

6. Limitation on Liability; Indemnification. Except as provided in the
----------------------------------------
following sentence, neither party shall have any liability under this Agreement
to the other party for damage or loss of any type suffered by the other party or
any third party as a result of the performance or non-performance of the
Services provided hereunder and neither party will be responsible for general,
special, indirect, incidental or consequential damages that the other party or
any third party may incur or experience on account of entering into or relying
on this Agreement. Each party shall indemnify, defend and hold the other party,
its directors, officers and employees harmless from and against all damages,
losses and out-of-pocket expenses (including fees) caused by or arising out of
any willful failure to perform any obligation or agreement herein.

7. Assignment. Neither party shall assign or transfer any of its rights
----------
under this Agreement without the prior written consent of the other party.
<PAGE>

8. Notices. All notices, requests, demands and other communications
-------
provided for by this Agreement shall be in writing (including telecopier or
similar writing) and shall be deemed to have been given at the time when mailed
in any general or branch office of the United States Postal Service, enclosed in
a registered or certified postpaid envelope, or sent by Federal Express or other
similar overnight courier service, addressed to the address of the parties
stated below or to such changed address as such party may have fixed by notice,
or if given by telecopier, when such telecopy is transmitted and the appropriate
answerback is received.

If to Synetic, Inc.:

Synetic, Inc.
669 River Drive
Elmwood, New Jersey 07407-1361
Attn: Chief Financial Officer

If to the Company:

Porex Corporation
500 Bohannon Road
Fairburn, Georgia 30218-2828
Attn: Chief Financial Officer

9. Governing Law. This Agreement shall be governed by the laws of the
-------------
State of New York.

10. Entire Agreement. This Agreement constitutes the entire understanding
----------------
between the parties and supersedes all proposals, commitments, writings,
negotiations and understandings, oral and written, and all other communications
between the parties relating to the subject matter of this Agreement. This
Agreement may not be amended or otherwise modified except in writing duly
executed by all of the parties. A waiver by any party of any breach or
violation of this Agreement shall not be deemed or construed as a waiver of any
subsequent breach or violation thereof.

11. Counterparts. This Agreement may be executed in several counterparts,
------------
each of which shall be deemed an original, but all of which together shall
constitute one and the same document.

portions of this Agreement shall be and hereby are redrafted to conform with
applicable law, while leaving the remaining portions of this Agreement intact.

13. Force Majeure. No party shall be deemed to have breached this
-------------
Agreement or be held liable for any failure or delay in the performance of all
or any portion of its obligations under this Agreement if prevented from doing
so by a cause or causes beyond its control. Without limiting the generality of
the foregoing, such causes include acts of God or the public enemy, fires,
floods, storms, earthquakes, riots, strikes, lock-outs, wars and war-operations,
restraints of government power or communication line failure or other
circumstances beyond such party's control, or by reason of the judgment, ruling
or order of any court or agency of competent jurisdiction or change of law or
regulation subsequent to the execution of this Agreement.

14. Successors and Assigns. Subject to the provisions of Section 7, this
----------------------
Agreement is solely for the benefit of the parties and their respective
successors and assigns. Nothing herein shall be construed to provide any rights
to any other entity or individual.

15. Headings. Section headings are for convenience only and do not
--------
control or affect the meaning or interpretation of any terms or provisions of
this Agreement.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

Synetic, Inc.

---------------------------------
Name:
Title:

Porex Corporation

---------------------------------
Name:
Title:
<PAGE>

EXHIBIT A

THE SERVICES
------------

Synetic will provide services relating primarily to financial analysis and
tax and legal advice in connection with the Company's acquisition program, and
other technical services as may be requested by the Company, and only for so
long as such Services can be provided by Synetic.

<PAGE>

EXHIBIT 10.6

FORM OF TAX SHARING AGREEMENT
-----------------------------

THIS TAX SHARING AGREEMENT (the "Agreement") is made and entered into as of
_______, 1997 by and among Synetic, Inc., a Delaware corporation ("Synetic"),
Porex Corporation, a Delaware corporation (the "Company"), and Porex
Technologies Corp., a Delaware corporation and wholly owned subsidiary of the
Company ("PTC").

RECITALS
--------

Synetic, the Company and PTC desire to enter into this Agreement to provide
for certain arrangements among the parties with respect to federal, state and
local income taxes.

AGREEMENT
---------

The parties do hereby agree as follows:

1. Remittance to Synetic. For all periods during which PTC and its
---------------------
subsidiaries have been included in the consolidated income tax returns of
Synetic, PTC and its subsidiaries have remitted, and with respect to the current
and any future taxable years, the Company, PTC or its subsidiaries shall remit,
to Synetic in a timely manner all taxes that would have been due any federal,
state and local government from the Company, PTC or its subsidiaries if they
each had filed separate income tax returns for the applicable period. For
purposes of this Agreement, the tax which would have been payable by the
Company, PTC and its subsidiaries if they had filed separate returns shall be
computed as if the Company, PTC and its subsidiaries had each filed separate
income tax returns for all years during which the Company, PTC and its
subsidiaries are includible in the consolidated income tax returns of Synetic.

2. Taxes Due; Indemnification. Synetic has been and shall continue to be
--------------------------
responsible for all taxes due any federal, state and local government as a
result of the filing of all consolidated income tax returns including by the
Company, PTC and its subsidiaries. Except for payments required to be made by
the Company, PTC and its subsidiaries to Synetic in accordance with this
Agreement, Synetic shall indemnify the Company, PTC and its subsidiaries for all
income tax liabilities for periods during which the Company, PTC and its
subsidiaries were included in Synetic's consolidated income tax returns.

3. Refunds. Synetic shall remit to the Company, PTC and its subsidiaries
-------
in a timely manner all refunds, together with interest thereon, that would be
due the Company, PTC and its subsidiaries as if the Company, PTC and its
subsidiaries had filed separate income tax returns.
<PAGE>

4. Audits. In the event of any changes to such consolidated income tax
------
returns upon audit by the Internal Revenue Service, a recalculation of the tax
liability of the Company, PTC and its subsidiaries shall be made and appropriate
payments (including any interest and penalties) shall be made by the Company,
PTC and its subsidiaries to Synetic based on the result of such audit.

5. Termination. This Agreement shall terminate on the last day on which
-----------
the Company, PTC or any of their respective subsidiaries are included in
Synetic's consolidated income tax returns, provided that the provisions of this
Agreement shall remain in effect with respect to tax liability for all periods
during which the Company, PTC and its subsidiaries were so included in Synetic's
consolidated income tax returns.

6. Filing of Consolidated Returns. Synetic shall be responsible for
------------------------------
filing the consolidated income tax returns and for making all elections with
respect thereto, for all periods during which the Company, PTC and its
subsidiaries are members of the affiliated group of which Synetic is the common
parent. The parties agree to cooperate with each other in the preparation of
all required tax returns and in connection with the audit of such tax returns
including making available to each other all applicable records and other
documents pertinent thereto. Synetic shall not consent to any adjustments which
would increase the tax liability of the Company, PTC and its subsidiaries
without the consent of the Company, PTC and its subsidiaries, provided that
Synetic may consent to such adjustments if it has the right to and does file a
refund claim which preserves the right of the Company, PTC or such subsidiary to
contest the adjustment.

7. Use of Accountants. For the purposes of this Agreement, all
------------------
computations or recomputations of income tax liability, and all determinations
of payments or repayments, or determinations of any other nature required to be
made by this Agreement, shall be based on the conclusions of the independent
public accountants for Synetic, the Company, PTC and its subsidiaries.

8. Dispute Resolution. In an effort to resolve informally and amicably
------------------
any claim or controversy arising out of or related to the interpretation or
performance of this Agreement without resorting to litigation, the parties shall
first notify the other parties of any difference or dispute hereunder that
requires resolution. The disputing parties shall each designate an employee to
investigate, discuss and seek to settle the matter between them. If such
parties are unable to settle the matter within 30 days after such notification,
the matter shall be submitted to an independent director of each for
consideration. If settlement cannot be reached through their efforts within an
additional 30 days, or such longer time period as they shall agree upon, the
parties shall consider arbitration or other alternative means to resolve the
dispute. If they are unable to agree on an alternative dispute resolution
mechanism, any party may initiate legal proceedings to resolve such matter.

9. Assignment. No party shall assign or transfer any of its rights under
----------
this Agreement without the prior written consent of the other parties.
<PAGE>

10. Notices. All notices, requests, demands and other communications
-------
provided for by this Agreement shall be in writing (including telecopier or
similar writing) and shall be deemed to have been given at the time when mailed
in any general or branch office of the United States Postal Service, enclosed in
a registered or certified postpaid envelope, or sent by Federal Express or other
similar overnight courier service, addressed to the address of the parties
stated below or to such changed address as such party may have fixed by notice
or, if given by telecopier, when such telecopy is transmitted and the
appropriate answerback is received.

If to Synetic:

Synetic, Inc.
669 River Drive
Elmwood, New Jersey 07407-1361
Attention: Chief Financial Officer

If to the Company:

Porex Corporation
500 Bohannon Road
Fairburn, Georgia 30218-2828
Attention: Chief Financial Officer

If to PTC:

Porex Technologies Corp.
500 Bohannon Road
Fairburn, Georgia 30218-2828
Attention: Chief Financial Officer

11. Governing Law. This Agreement shall be governed by the laws of the
-------------
State of New York.

12. Entire Agreement. This Agreement constitutes the entire understanding
----------------
between the parties and supersedes all proposals, commitments, writings,
negotiations and understandings, oral and written, and all other communications
between the parties relating to the subject matter of this Agreement. This
Agreement may not be amended or otherwise modified except in writing duly
executed by all of the parties. A waiver by any party of any breach or
violation of this Agreement shall not be deemed or construed as a waiver of any
subsequent breach or violation thereof.
<PAGE>

13. Counterparts. This Agreement may be executed in several counterparts,
------------
each of which shall be deemed an original, but all of which together shall
constitute one and the same document.

14. Severability. Should any part, term or condition hereof be declared
------------
illegal or unenforceable or in conflict with any other law, the validity of the
remaining portions or provisions of this Agreement shall not be affected
thereby, and the illegal or unenforceable portions of the Agreement shall be and
hereby are redrafted to conform with applicable law, while leaving the remaining
portions of this Agreement intact.

15. Successors and Assigns. Subject to the provisions of Section 9, this
----------------------
Agreement is solely for the benefit of the parties and their respective
successors and assigns. Nothing herein shall be construed to provide any rights
to any other entity or individual.

16. Headings. Section headings are for convenience only and do not
--------
control or affect the meaning or interpretation of any terms or provisions of
this Agreement.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first above written.

Synetic, Inc.

-----------------------------------
Name:
Title:

Porex Corporation

-----------------------------------
Name:
Title:

Porex Technologies Corp.

-----------------------------------
Name:
Title:

<PAGE>

EXHIBIT 10.7

FORM OF INDEMNIFICATION AGREEMENT
---------------------------------

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into
as of _________, 1997 by and between Synetic, Inc., a Delaware corporation
("Synetic"), and Porex Corporation, a Delaware corporation (together with its
subsidiaries, hereinafter referred to as, the "Company").

RECITALS
--------

The Company is a subsidiary of Synetic. Synetic and the Company desire to
enter into this Agreement to indemnify each other (and provide for contribution
to each other) against liabilities arising from the operation of the parties'
respective businesses.

AGREEMENT
---------

The parties therefore agree as follows:

1. Indemnification. (a) The Company agrees to indemnify and hold
---------------
harmless Synetic against any and all claims, losses, damages, liabilities, costs
and expenses, joint or several (including reasonable attorneys' fees and costs
of investigation), to which Synetic may become subject insofar as such claims,
losses, damages, liabilities, costs and expenses (or actions in respect thereof)
arise from or are based on the operations of the business of the Company and its
subsidiaries before or after the consummation of the initial public offering of
the Company's Common Stock, par value $0.01 per share (the "Public Offering");
provided, however, that Synetic shall not be indemnified hereunder for
liabilities arising form its own intentional misconduct or gross negligence or
to the extent any liability arises from a breach by Synetic of its fiduciary
duty to other stockholders of the Company.

(b) Synetic agrees to indemnify and hold harmless the Company against
any and all claims, losses, damages, liabilities, costs and expenses, joint or
several (including reasonable attorneys' fees and costs of investigation), to
which the Company may become subject insofar as such claims, losses, damages,
liabilities, costs and expenses (or actions in respect thereof) arise from or
are based on the operations of the business of Synetic, other than the business
of the Company and its subsidiaries, before or after the consummation of the
Public Offering.

(c) The Company agrees to indemnify and hold harmless Synetic against
any and all claims, losses, damages, liabilities, costs and expenses, joint or
several (including reasonable attorneys' fees and costs of investigation), to
which Synetic may become subject
<PAGE>

insofar as such claims, losses, damages, liabilities, costs and expenses (or
actions in respect thereof) arise from or are based on guarantees or
undertakings made by Synetic to third parties in respect of liabilities or
obligations of the Company or its subsidiaries, whether such guarantees or
undertakings are made by Synetic before or after the consummation of the Public
Offering; provided, however, that Synetic shall not be indemnified hereunder for
liabilities arising from its own intentional misconduct or gross negligence or
to the extent any liability arises from a breach by Synetic of its fiduciary
duty to other stockholders of the Company; provided, further, however, that if
the events giving rise to a particular claim, loss, damages, liability, cost or
expenses occurred prior to the Offering, Synetic shall not be indemnified
pursuant to this Section.

2. Substitution. (a) With respect to any litigation, proceeding or
------------
investigation by or before any court or governmental agency or body which may be
commenced or threatened against Synetic after the date hereof which arises out
of or is based upon the future business or operations of the Company, but not of
Synetic, at Synetic's option, the Company and Synetic shall use their best
efforts to have the Company substituted in the place of and for Synetic and to
have Synetic removed as a party as promptly as is reasonably practicable.
Pending such substitution, and in cases where such substitution cannot be
effected, the Company shall promptly assume and direct the defense, prosecution
and/or settlement of the claims involved, employing for this purpose counsel
satisfactory to Synetic, and shall pay all expenses related thereto. To the
extent that any such expenses are paid by Synetic, the Company shall promptly
reimburse Synetic therefor.

(b) With respect to any litigation, proceeding or investigation by or
before any court or governmental agency or body which may be commenced or
threatened against the Company after the date hereof which arises out of or is
based upon the past, present or future business or operations of Synetic, but
not of the Company, at the Company's option, the Company and Synetic shall use
their best efforts to have Synetic substituted in the place of and for the
Company and to have the Company removed as a party as promptly as is reasonably
practicable. Pending such substitution, and in cases where such substitution
cannot be effected, Synetic shall promptly assume and direct the defense,
prosecution and/or settlement of the claims involved, employing for this purpose
counsel satisfactory to the Company, and shall pay all expenses related thereto.
To the extent that any such expenses are paid by the Company, Synetic shall
promptly reimburse the Company therefor.

3. Notice and Payment of Claim. If either party entitled to
---------------------------
indemnification hereunder (an "Indemnified Party") is threatened in writing with
any claim, or any claim is presented in writing to, or any action or proceeding
formally commenced against, an Indemnified Party which may give rise to the
right of indemnification hereunder, the Indemnified Party will promptly give
written notice thereof to the other party (the "Indemnifying Party"), provided
that any delay by the Indemnified Party in so notifying the
<PAGE>

Indemnifying Party shall not relieve the Indemnifying Party of any liability to
the Indemnified Party hereunder except to the extent the Indemnifying Party is
materially and adversely prejudiced by such delay. The Indemnifying Party, by
delivery of written notice to the Indemnified Party within 30 days of receipt of
notice of claim to indemnity from the Indemnified Party, may elect to contest
such claim, action or proceeding at the Indemnifying Party's expense and by
counsel of its own choosing. If the Indemnified Party requests in writing that
such claim, action or proceeding not be contested, then it shall not be
contested but shall not be covered by the indemnities provided herein. The
Indemnifying Party may settle an indemnifiable matter which it has duly elected
to contest with the consent of the Indemnified Party, after delivering a written
description of the proposed settlement to, and receiving consent from, the
Indemnified Party. In the event that the Indemnified Party declines to consent
to a bona fide settlement acceptable to the claimant, then the Indemnified Party
shall have no right to indemnification beyond the amount of the proposed
settlement.

4. Dispute Resolution. In an effort to resolve informally and amicably
------------------
any claim or controversy arising out of or related to the interpretation or
performance of this Agreement without resorting to litigation, each party shall
first notify the other of any differences or dispute hereunder that requires
resolution. Synetic and the Company shall each designate an employee to
investigate, discuss and seek to settle the matter between them. If the two are
unable to settle the matter within 30 days after such notification, the matter
shall be submitted to an independent director of each of Synetic and the Company
for consideration. If settlement cannot be reached through their efforts within
an additional 30 days, or such longer time period as they shall agree upon,
either party may initiate legal proceedings to resolve such matter.

5. Cooperation. So long as any books, records and files retained by
-----------
Synetic or the Company or its subsidiaries relating to the business operations
or assets of the Company or its subsidiaries remain in existence and available,
Synetic and the Company shall have the right upon prior notice to inspect and
copy the same at any time during business hours for any proper purpose. Neither
Synetic nor the Company shall destroy or permit the destruction of (without
first having offered to deliver to the other) any such books, records and files
for the time period during which they would be required to retain such books,
records or files by applicable law. Synetic and the Company shall cooperate
with one another in a timely manner in any administrative or judicial proceeding
involving any matter affecting the potential liability of either Synetic or the
Company hereunder or with respect to any governmental authority. Such
cooperation shall include, without limitation, making available to the other
party, during normal business hours, all books, records and information,
officers and employees (without substantial interruption of employment)
necessary or useful in connection with any inquiry, audit, investigation or
dispute, any litigation or any other matter requiring any such books, records,
information, officers or employees for any reasonable business purpose. The
party requesting or otherwise entitled
<PAGE>

to any books, records, information, officers, or employees pursuant to this
Section shall bear all reasonable out-of-pocket costs and expenses (except
reimbursement of salaries, employee benefits and general overhead) incurred in
connection with providing such books, records, information, officers or
employees.

6. Assignment. Neither party shall assign or transfer any of its rights
----------
under this Agreement without the prior written consent of the other party.

7. Notices. All notices, requests, demands and other communications
-------
provided for by this Agreement shall be in writing (including telecopier or
similar writing) and shall be deemed to have been given at the time when mailed
in any general or branch office of the United States Postal Service, enclosed in
a registered or certified postpaid envelope, or sent by Federal Express or other
similar overnight courier service, addressed to the address of the parties
stated below or to such changed address as such party may have fixed by notice
or, if given by telecopier, when such telecopy is transmitted and the
appropriate answerback is received.

If to Synetic:

Synetic, Inc.
669 River Drive
Elmwood, New Jersey 07407-1361
Attn: Chief Financial Officer

If to the Company:

Porex Corporation
500 Bohannon Road
Fairburn, Georgia 30218-2828
Attn: Chief Financial Officer

8. Further Assurances. Synetic and the Company shall execute,
------------------
acknowledge and deliver or cause to be executed, acknowledged and delivered such
instruments and take such other action as may be necessary or advisable to
carry out their obligations under this Agreement and under any exhibit, document
or other instruments delivered pursuant hereto.

9. Governing Law. This Agreement shall be governed by the laws of the
-------------
State of New York.

10. Entire Agreement. This Agreement, together with any other agreements
----------------
between the parties, constitutes the entire understanding between the parties
and supersedes
<PAGE>

all proposals, commitments, writings, negotiations and understandings, oral and
written, and all other communications between the parties relating to the
subject matter of this Agreement. This Agreement may not be amended or
otherwise modified except in writing duly executed by all of the parties. A
waiver by any party of any breach or violation of this Agreement shall not be
deemed or construed as a waiver of any subsequent breach or violation thereof.

11. Counterparts. This Agreement may be executed in several counterparts,
------------
each of which shall be deemed an original, but all of which together shall
constitute one and the same document.

12. Severability. Should any part, term or condition hereof be declared
------------
illegal or unenforceable or in conflict with any other law, the validity of the
remaining portions or provisions of this Agreement shall not be affected
thereby, and the illegal or unenforceable portions of this Agreement shall be
and hereby are redrafted to conform with applicable law, while leaving the
remaining portions of this Agreement intact.

13. Successors and Assigns. Subject to the provisions of Section 6, this
----------------------
Agreement is solely for the benefit of the parties and their respective
successors and assigns. Nothing herein shall be construed to provide any rights
to any other entity or individual.

14. Headings. Section headings are for convenience only and do not
--------
control or affect the meaning or interpretation of any terms or provisions of
this Agreement.
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.

Synetic, Inc.

---------------------------------
Name:
Title:

Porex Corporation

---------------------------------
Name:
Title:

<PAGE>

EXHIBIT 23.1(a)

CONSENT OF INDEPEDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
Registration Statement.

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Atlanta, Georgia
December 19, 1997

<PAGE>

EXHIBIT 23.1(b)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
Registration Statement.

Arthur Andersen LLP

New York, New York
December 16, 1997

<PAGE>
Exhibit 23.3

KEGLER, BROWN, HILL & RITTER

December 19, 1997

Porex Corporation
Attn: Charles A. Mele, Esq.
669 River Drive Center 2
Elmwood Park, NJ 07407-1361

Gentlemen:

We hereby consent to the reference to our firm under the heading "Legal
Matters" in Amendment 1 to the Registration Statement on Form S-1 for Porex
Corporation and to file this Consent as an Exhibit to such Registration
Statement. We also consent to all references to our firm included in such
Registration Statement.

VERY TRULY YOURS,

KEGLER, BROWN, HILL & RITTER CO., L.P.A.

By: /s/ Jack A. Bjerke
-------------------------------------
Jack A. Bjerke, Vice President

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