SILICON VALLEY RESEARCH INC, S-3/A, 1999-11-23

SILICON VALLEY RESEARCH INC
S-3/A, 1999-11-23
PREPACKAGED SOFTWARE

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As filed with the Securities Exchange Commission on November 23, 1999
Registration No. 333-87979

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SILICON VALLEY RESEARCH, INC.
(Exact name of Registrant as specified in its charter)

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<S> <C> <C>
California 7372 94-2743735
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
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6360 San Ignacio Avenue, San Jose, California 95119-1231, (408)-361-0333
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

James O. Benouis, President and Chief Executive Officer
Silicon Valley Research, Inc.
6360 San Ignacio Avenue, San Jose, California 95119-1231 (408)-361-0333
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: ___

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than Securities offered only in connection with dividend or
reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ______

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ______

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. _______

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CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Title of Each Class of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
be Registered Registered Price Offering Registration
Per Share Price (1) Fee(1)
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=============================================================================================================================
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(1) The filing fee of $667.76 has previously been paid.

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 such Section 8(a), may determine.

The exhibit index appears on numbered page II-2.
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SILICON VALLEY RESEARCH, INC.
17,157,159 Shares
Common Stock
PROSPECTUS

Before you invest, please read "Risk Factors" beginning on page 4.

The purpose of this prospectus is to describe the offering of 17,157,159 shares
of no par value common stock of Silicon Valley Research, Inc. The selling
shareholders listed on pages 14 and 15 of this prospectus are offering 5,527,909
outstanding shares, and 11,629,250 shares which may be issued if the holders of
warrants choose to exercise the warrants. All of the warrants are currently able
to be exercised at the option of the holders.

The selling shareholders may sell their shares from time to time at prices and
at terms prevailing at the time of sale, at prices related to the then current
market price, or in negotiated transactions.

Silicon Valley Research, Inc. will pay all expenses incident to the offering and
sale to the public of all of the shares mentioned above, except as described in
this prospectus under the section entitled "Plan of Distribution."

At present, our common stock is listed on the OTC Bulletin Board. On November
3, 1999, the last sale price of our common stock as reported on the OTC Bulletin
Board was $0.21.

As of the date of this prospectus, the shares have not been registered for sale
under the securities laws of any state or jurisdiction. Brokers or dealers
effecting transactions in the shares should confirm the registration of the
shares under the securities laws of the states in which such transactions occur,
or the existence of any exemptions from such registration.

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.

The date of this prospectus is November __, 1999

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TABLE OF CONTENTS
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Page
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About us.................................................................. 4

Risk Factors.............................................................. 4-12

Forward Looking Information............................................... 12

Available Information..................................................... 13

Incorporation of Certain Documents by Reference........................... 13

Material Changes.......................................................... 14

Management................................................................ 14

Selling Shareholders...................................................... 15-17

Plan of Distribution...................................................... 18

Use of Proceeds........................................................... 18

Legal Matters............................................................. 18

Experts................................................................... 18
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You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The selling shareholders are offering to sell,
and seeking offers to buy, shares of Silicon Valley Research, Inc. common stock
only in jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
shares.

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ABOUT US

At Silicon Valley Research, Inc., we develop and market physical design software
for use by integrated circuit designers, including those of our subsidiary,
Quality I.C. Corporation. Our software products are used to automatically and
efficiently arrange and connect the individual components that comprise an
integrated circuit. While this process, commonly referred to as "place and
route", is a crucial element of most chip designs, some critical areas require a
more manual approach. Our designers at Quality I.C. Corporation are skilled in
the production of custom chip components to satisfy demanding performance and
area requirements. By combining both strengths, our design project support and
consulting services encompass nearly all aspects of the physical integrated
circuit design process.

In 1979, Silicon Valley Research, Inc. incorporated in California. Our
principal executive offices are located at 6360 San Ignacio Avenue, San Jose,
California 95119-1231. You may reach us by telephone at (408) 361-0333.

RISK FACTORS

DUE TO OUR RECENT LOSSES AND POTENTIAL FUTURE LOSSES, THERE IS NO GUARANTEE THAT
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WE WILL GENERATE POSITIVE CASH FLOW FROM OPERATIONS OR PROFITS IN THE
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FUTURE.
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For the six months ended September 30, 1999, we incurred a net loss of
approximately $1,031,000. We had an accumulated deficit of approximately $45
million as of September 30, 1999. We may incur losses for most of the next
fiscal year. We may incur significant additional losses for a longer period.
There is no assurance that we will generate positive cash flow from operations
or that we will attain or sustain profitability in the future. To the extent we
grow or continue to incur losses, our operating and investing activities may use
cash and, consequently, require us to obtain additional sources of financing in
the future or to reduce operating expenses.

DUE TO OUR CURRENT CASH POSITION AND OPERATING RESULTS, IT MAY BE NECESSARY IN
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THE FUTURE TO OBTAIN ADDITIONAL FINANCING. THE UNAVAILABILITY OR TIMING OF ANY
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FINANCING COULD PREVENT OR DELAY DEVELOPMENT AND MARKETING OF OUR PRODUCTS AND
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SERVICES. IN ADDITION, SUBSTANTIAL CURTAILMENT OF OUR OPERATIONS MAY BE
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REQUIRED WHICH COULD RESULT IN BANKRUPTCY.
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At Silicon Valley Research, Inc., our primary unused sources of funds as of
September 30, 1999, consisted of cash and cash equivalents of $388,000. On June
8, 1998, our $2,000,000 line of credit expired and the $285,000 outstanding
under the line of credit became due and payable. $225,000 of this amount
remained outstanding as of May 11, 1999. In addition, $137,000 outstanding on
an equipment line with the same lender also became due and payable. On May 11,
1999, we entered into a Settlement Agreement with our lender. We agreed to
issue a cash payment for a portion of the debt and to issue warrants to purchase
common stock for cancellation of the remainder. We complied with the terms of
the Settlement Agreement requiring us to make the cash payment and deliver the
warrants to our lender by June 8, 1999.

In June 1999, we began a subordinated debt/warrant financing. The financing
included approximately $1,000,000 of three-year notes and the sale of
approximately 8,000,000 warrants at $0.01 each. The debt bears simple interest
of 10% and the warrants have a five-year term with an exercise price per share
of $0.125. This financing transaction consists of two closings. At the first
closing, which took place on June 7, 1999, we received $768,200 cash proceeds.
The first closing comprised $711,000 of three-year notes and the sale of
approximately 5,700,000 warrants. The second closing was scheduled for July 15,
1999. The second closing was extended until September 24, 1999, pending
negotiation of a workout with the creditors' committee through the Credit
Managers' Association to resolve accounts payable issues. An agreement has been
reached that is satisfactory to the majority of the investors. According to the
terms of this agreement, we received approximately $311,800 cash proceeds from
the second closing. We have used part of the proceeds from the financing to
complete the Settlement Agreement with our lender and to pay other accounts
payable. We intend to use the balance of the proceeds to help fund our
operations. Our President and CEO, our Chairman of the Board, an affiliate of a
Silicon Valley Research, Inc. director and two Silicon Valley Research, Inc. 10%
shareholders participated in this financing. We may require additional
financing prior to year-end.

As of September 30, 1999, our current assets were less than our current
liabilities. However, our cash and cash equivalents were roughly equal to the
cash required to fund those of our current liabilities due in the next six to
nine months since a substantial amount of the accrued liabilities and deferred
revenue do not require cash to fund them at present. Because an agreement was
reached with the creditors' committee through the Credit Manager's Association,
we received a reduction of approximately $65,000 of our current payables and
postponement of approximately $185,000 of our current payables, because 95% of
our creditors settled for a complete release of

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claim or an agreement to stay collection activities for one year. Each of the
creditors that accepted settlement chose one of the following payment
plans:

1. The creditor receives 30% of its unsecured claim in exchange for a
complete release of claim of the remaining balance, or
2. The creditor receives 15% of its unsecured claim in exchange for an
agreement to stay collection activities for one year with 10% interest
earned on the remaining balance.

Our operations have required substantial cash in the past; for example $797,000
during the first six months of fiscal 2000; however, management has implemented
cost reducing measures and expects revenues to increase during the remainder of
fiscal 2000.

Assuming management is successful with their cost reduction and revenue
achievement programs, we expect to fund future operations without requiring
additional financing. However, it is possible that we could require additional
financing to fund future operations.

We may issue a series of Preferred Stock with rights, preferences, or privileges
senior to those of the common stock. We have no commitments or arrangements to
obtain any additional funding and there is no assurance that the amount of
capital required will be available on acceptable terms, if at all. However,
because our common stock was delisted from trading on the NASDAQ national market
in November, 1998, and now trades in the over-the-counter market, our ability to
sell common stock or securities convertible into common stock may be adversely
affected.

OUR INDEPENDENT ACCOUNTANTS' REPORTS FOR THE THREE PREVIOUS FISCAL YEARS
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CONTAINED AN EXPLANATORY PARAGRAPH REGARDING OUR ABILITY TO CONTINUE AS A GOING
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CONCERN. FUTURE INDEPENDENT ACCOUNTANTS' REPORTS ON OUR FINANCIAL STATEMENTS
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MAY CONTAIN A SIMILAR EXPLANATORY PARAGRAPH. THIS EXPLANATORY PARAGRAPH MAY
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MAKE THE COMPANY LESS ATTRACTIVE TO POTENTIAL INVESTORS.
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Our independent accountants' report on our consolidated financial statements as
of and for the years ended March 31, 1997, 1998 and 1999 contain an explanatory
paragraph indicating that our historical operating losses and limited capital
resources raise substantial doubt about our ability to continue as a going
concern. We may require substantial additional funds in the near future. If we
are unable to raise sufficient funds or generate sufficient cash from operations
to cover the cost of our operations, it is likely that any independent
accountant's report on our future financial statements will include a similar
explanatory paragraph.

OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO KEEP PACE WITH THE RAPIDLY EVOLVING
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TECHNOLOGY STANDARDS OF OUR INDUSTRY.
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The industry we operate in, the Electronic Design Automation ("EDA") industry,
is characterized by the following:

. extremely rapid technological change
. frequent new product introductions and enhancements
. evolving industry standards
. rapidly changing customer requirements.

If we fail to develop and introduce new products and product enhancements in a
timely and cost-effective manner, for technological or other reasons, it could
have material and adverse effects on our business, operating results and
financial condition. If our competitors or we introduce or even announce new
products which include new technologies, or if industry standards or customer
requirements change, that could render some or all of our existing products
obsolete or unmarketable. Furthermore, customers might defer purchases, which
would also have a material adverse effect on our business, operating results or
financial condition.

The development of more complex integrated circuits with new technologies will
require more sophisticated design tools. The success of our future operations
partly depends upon our ability to enhance our current products and to develop
and introduce new products on a timely and cost-effective basis. Our products
and services must keep pace with technological developments and evolving
industry standards and methodologies, as well as address the increasingly
sophisticated needs of our customers. It is possible that in the future, we may
experience delays in new product development and product enhancements. We have
experienced similar delays in the past.

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We announced a new product named DCP (Design Cockpit Platform). However, there
is no guarantee that:

. this new product will gain market acceptance
. will be successful in developing and marketing product enhancements
. will be successful in developing other new products that respond to
technological change, evolving industry standards and changing customer
requirements
. will not experience difficulties that could delay or prevent the successful
development introduction and marketing of these products or product
enhancements
. new products and product enhancements will adequately meet the requirements
of the marketplace and achieve any significant degree of market acceptance

IF AN OPERATING SYSTEM OTHER THAN UNIX OR LINUX BECOMES THE EDA INDUSTRY
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STANDARD, IT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, OPERATING
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RESULTS OR FINANCIAL CONDITION, BECAUSE OUR PRODUCTS WILL HAVE TO BE MADE
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COMPATIBLE WITH THAT OPERATING SYSTEM.
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All of our present products operate in the Unix operating system and we intend
for all of our future products to operate in the Unix operating system as well
as the Linux operating system. In the event that another operating system, such
as Windows NT, were to achieve broad acceptance in the EDA industry, we would be
required to port our products. This would be costly and time consuming and
could have a material adverse effect on our business, operating results or
financial condition.

THE COMPLEXITY OF OUR SOFTWARE PRODUCTS CAUSES THE RISK THAT THEY MAY CONTAIN
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ERRORS WHEN DISTRIBUTED. THE RESOURCES SPENT IN DETECTION AND CORRECTION OF
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SUCH ERRORS COULD RESULT IN LOSS OF MARKET SHARE OR FAILURE TO GAIN MARKET
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ACCEPTANCE.
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Complex software products, such as those we offer, can contain defects or even
fail when introduced or released. We have, in the past, discovered defects in
certain of our products. We may experience delays or lost revenue in connection
with repairs and corrections of defects we find in the future. Although to date
we have not experienced material adverse effects resulting from defects, it is
possible in the future that despite testing, errors will go undiscovered in new
products or releases until after shipment. These errors may result in loss of
market share or failure to achieve market acceptance. If this were to occur, it
could have a material adverse effect upon our business, operating results or
financial condition.

OUR COMMON STOCK WAS DELISTED FROM TRADING ON NASDAQ IN NOVEMBER 1998.
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THEREFORE, AN INVESTOR MAY FIND IT MORE DIFFICULT TO SELL OUR COMMON STOCK
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BECAUSE THE SALE OF OUR STOCK IS NOW SUBJECT TO ADDITIONAL RULES UNDER THE
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SECURITIES ACT.
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Our common stock was delisted from trading on the NASDAQ National Market
November 16, 1998. Our common stock immediately began trading on the OTC
Bulletin Board. As a result, our ability to obtain additional financing through
the issuance of common stock or securities convertible into common stock may be
adversely affected. You might find that disposing of our common stock is more
difficult than is has been in the past. The trading price of our common stock
is currently less than $5.00 per share. Because of our common stock falls into
the category defined as penny stock, trading in the common stock is currently
subject to certain rules promulgated under the Exchange Act, which require
additional disclosure by broker-dealers. These rules require us, in advance of
trading, to provide you with disclosure schedules, which explain the penny stock
market and associated risks. The rules impose various sales practice
requirements on broker-dealers who sell penny stock. Broker-dealers engaging in
some types of these transactions must make a special suitability determination
and obtain your written consent prior to sale. This additional burden may
discourage broker-dealers from actively effectuating common stock transactions,
which in turn could have the adverse effect of severely limiting the
marketability of our common stock. Therefore, the ability of Silicon Valley
Research, Inc. shareholders to resell their stock would be limited. In turn,
this could adversely effect our ability to obtain future equity financing.

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THE VOLATILITY OF OUR STOCK PRICE POSES THE RISK THAT SHAREHOLDERS COULD LOSE A
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SUBSTANTIAL PORTION OF THEIR INVESTMENT. IN ADDITION, SHAREHOLDERS MAY
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UNDERTAKE LITIGATION IN AN EFFORT TO RECOVER THEIR LOSSES, WHICH COULD BE COSTLY
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TO US.
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The market price of our common stock has been volatile. The following is a list
of some of the events that could cause the market price of our common stock to
fluctuate substantially:

. future announcements concerning our competitor's or our quarterly variations
in operating results
. the introduction of technological innovations, new products, or changes in
product pricing policies
. proprietary rights or other litigation, or

. changes in earnings estimates by analysts

The stock market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market prices for the common
stocks of technology companies like us. These fluctuations have often been
unrelated to the operating performance of particular companies.

In the past, shareholder class action suits have been filed against companies
following periods of volatility of stock price. Litigation of this nature could
occur in our future. Litigation often diverts management attention and resources
and is costly to us. If we were placed in this position, it could have a
material adverse effect on our business, financial condition and operation
results. Significant liabilities are always possible effects of litigation.

BECAUSE OUR QUARTERLY OPERATING RESULTS ARE DIFFICULT TO PREDICT, IT MAY BE
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DIFFICULT FOR INVESTORS TO PREDICT THE FUTURE TRADING PRICE OF OUR COMMON
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STOCK.
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Numerous factors may materially and unpredictably affect our operating results,
including:

. uncertainties of the size and timing of software license fees
. timing of co-development projects with customers
. timing of operating expenditures
. increased competition
. new product announcements and releases by us and our competitors
. gain or loss of significant customers or distributors
. expense levels
. renewal of maintenance contracts
. pricing changes by us or our competitors
. personnel changes
. foreign currency exchange rates
. economic conditions generally and in the electronics industry specifically

Any unfavorable change in these or other factors could have a material adverse
effect on our operating results for a particular quarter. Many of our customers
order on an as-needed basis and often delay delivery of firm purchase orders
until their project commencement dates are determined. As a result, we operate
with no significant backlog. Therefore, quarterly revenue and operating results
will depend on the volume and timing of orders received during the quarter,
which are difficult to forecast accurately. Historically, we have often
recognized a substantial portion of our license revenues in the last month of
the quarter, with these revenues frequently concentrated in the last two weeks
of the quarter. Our operating results would be disproportionately affected by a
reduction in revenue because only a small portion of expenses vary with revenue.
Operating results in any period should not be considered indicative of the
results to be expected for any future period. Our revenues may or may not
increase and we may or may not become profitable.

GENERALLY, THE PURCHASE OF OUR PRODUCTS IS A SUBSTANTIAL INVESTMENT BY OUR
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CUSTOMERS REQUIRING LENGTHY TESTING AND APPROVAL PERIODS. THEREFORE, QUARTERLY
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RESULTS ARE LIKELY TO VARY DEPENDING ON PURCHASE COMMITMENTS OF OUR
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CUSTOMERS.
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The licensing and sale of our software products generally involve a significant
commitment of capital from prospective customers. Delays are frequently
associated with large capital expenditures and lengthy acceptance procedures.
For these and other reasons, the sales cycle associated with the licensing of
our products is typically lengthy (from three to six months) and subject to a
number of significant risks over which we have little or no control. Because the
timing of customer orders is hard to predict, we believe that our quarterly
operating results are

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likely to vary significantly in the future. Our actual results could vary
materially as a result of a variety of factors, including, without
limitation:

. the high average selling price and long sales cycle for our products
. the relatively small number of orders per quarter
. dependence on sales to a limited number of large customers
. timing of receipt of orders
. successful product introduction
. acceptance of our products and increased competition

OUR SUCCESS DEPENDS ON THE GROWTH OF THE SEMICONDUCTOR AND ELECTRONICS
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INDUSTRIES.
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At Silicon Valley Research, Inc., we are dependent upon the semiconductor and,
more generally, the electronics industries. Each of these industries is
characterized by:

. rapid technological change

. short product life cycles
. fluctuations in manufacturing capacity
. fluctuations in pricing

Each of these industries is highly volatile and has periodically experienced
significant downturns. Often in connection with, or in anticipation of, declines
in general economic conditions, the number of new integrated circuit design
projects often decreases. Our customers' purchases of new licenses from us are
largely dependent upon the commencement of new design projects. Factors
negatively affecting any of these industries could have a material adverse
effect on our business, operating results, or financial condition. Our business,
operating results and financial condition may in the future reflect substantial
fluctuations from period to period due to patterns and general economic
conditions in either the semiconductor or electronics industry.

TRADITIONALLY, WE HAVE DEPENDED ON INTERNATIONAL SALES FOR A SIGNIFICANT
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PERCENTAGE OF OUR REVENUE. THE ECONOMIC STABILITY OF THE ASIAN MARKET COULD
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CONTINUE TO HAVE A MATERIAL EFFECT ON OUR REVENUE.
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International sales, primarily in Japan and Taiwan, accounted for approximately
25% of the total revenue in fiscal 1997, 32% in 1998, 36% in 1999 and 1% and the
first six months of 2000. Declining revenues from international sales were a
result of the reduction in capital expenditures by semiconductor manufacturers,
particularly in Asia, as a result of the current financial crisis in that
region, and increased competition in the EDA software market. We expect that
international sales will continue to account for a significant portion of our
revenue. We plan to continue to expand our international sales and distribution
channels. However, this revenue involves a number of inherent risks,
including:

. economic downturn in the electronics industry in Asia
. traditionally slower adoption of the our products internationally
. general strikes or other disruptions in working conditions
. generally longer receivables collection periods
. unexpected changes in or impositions of legislative or regulatory requirements
. reduced protection for intellectual property rights in some countries
. potentially adverse taxes
. delays resulting from difficulty in obtaining export licenses for certain
technology
. other trade barriers

The factors listed above may have a material adverse effect on our future
international sales and, consequently, on our operating results.

WE DEPEND UPON A THIRD PARTY DISTRIBUTOR WITH WHICH WE DO NOT HAVE ANY PRIOR
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RELATIONSHIP TO SELL AND SUPPORT THE MAJORITY OF OUR PRODUCTS, AND CANNOT ASSURE
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OUR INVESTORS THAT OUR SALES EFFORT THROUGH THE DISTRIBUTOR WILL BE
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SUCCESSFUL.
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Effective December 1998, we discontinued operating our Tokyo office and in March
1999, we discontinued operating our Taiwan office. We do not intend to resume
operating our offices in Japan and Taiwan, and in the future, we will use
distributors to service the Japanese and Taiwanese markets.

We recently signed an agreement with The Shearwater Group that provides that The
Shearwater Group will be the exclusive worldwide distributor for our products.
In exchange for its efforts, The Shearwater Group will receive a substantial
commission on each product sold, or an equivalent discount on each product
purchased by it. This commission or discount will cut into our profit on each
product sold. This agreement with The Shearwater Group will be effective for at
least a year, regardless of its success in distributing and supporting our
products. We have no history of performance with The Shearwater Group and we
have no assurance that it will be successful in promoting, licensing,
supporting, or selling our products. Although The Shearwater Group has an
incentive to sell our products and has agreed not to sell competing products,
there is no requirement that The Shearwater Group devote any time or resources
to the distribution of our product line. Because the agreement is exclusive, we
are substantially limited in our pursuit of alternative methods of distribution
and sales. If The Shearwater Group is not successful in the distribution and
sales of our products, this limitation will have a substantial adverse effect on
our business.

WE MAY BE UNABLE TO SUCCESSFULLY COMPETE IN THE HIGHLY COMPETITIVE INTEGRATED
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CIRCUIT DESIGN AUTOMATION SOFTWARE MARKET.
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The EDA software market in which Silicon Valley Research, Inc. competes is
intensely competitive and subject to rapid technological change. We currently
face competition from EDA vendors, including Cadence, which currently holds the
dominant share of the market for integrated circuit physical design software,
Avant! and Synopsys. These EDA vendors have significantly greater financial,
technical and marketing resources, greater name recognition and a larger
installed customer base than we do. These companies also have established
relationships with current and potential customers of ours and can devote
substantial resources aimed at preventing us from enhancing relationships with
existing customers or establishing relationships with potential customers. We
believe that competitive factors in the EDA software market include:

. product performance
. price
. support of industry standards
. ease of use
. delivery schedule
. product enhancement
. customer technical support and service

Competition from other EDA companies that choose to enter the integrated circuit
physical design market could present particularly formidable competition due to
their large installed customer base and their ability to offer a complete
integrated circuit design solution. We expect additional competition from other
established and emerging companies. In addition, the EDA industry has become
increasingly concentrated in recent years as a result of consolidations,
acquisitions and strategic alliances. Accordingly, it is possible that new
competitors or alliances among competitors could emerge and rapidly acquire
significant market share. We cannot assure you that we will be able to compete
successfully against current and future competitors or that competitive
pressures faced by us will not have a material adverse effect on our business,
operating results and financial condition.

A SMALL NUMBER OF CUSTOMERS ACCOUNT FOR A SIGNIFICANT PERCENTAGE OF OUR TOTAL
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REVENUE. THERE IS NO GUARANTEE THAT FUTURE SALES TO THESE CUSTOMERS WILL REACH
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OR EXCEED PRIOR LEVELS.
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PERCENTAGE OF OUR TOTAL REVENUE BY CUSTOMER

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CUSTOMER FISCAL 1997 FISCAL 1998 FISCAL 1999
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HAL Computer Systems, Inc., a subsidiary of Fujitsu Ltd. 14% N/A N/A
Lucent Technologies 19% N/A N/A
Motorola, Inc. 13% 13% 18%
Aspec Technology N/A 20% N/A
</TABLE>

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We cannot assure you that sales to these entities, individually or as a group,
will reach or exceed historical levels in any future period. Any substantial
decrease in sales to one or more of these customers could have a material
adverse effect on our business, operating results or financial condition.

MANAGEMENT TRANSITION HAS CAUSED AND MAY CONTINUE TO CAUSE US TO DIVERT OUR
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LIMITED MANAGEMENT TIME AND OTHER RESOURCES TO ENHANCE OUR INFRASTRUCTURE
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INSTEAD OF TO OPERATE OUR BUSINESS.
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Here at Silicon Valley Research, Inc., we are experiencing a period of
management transition that has placed, and may continue to place, a significant
strain on our resources, including our personnel. James O. Benouis joined
Silicon Valley Research, Inc. in March 1998 as our President and Chief Operating
Officer. On August 4, 1998, Mr. Benouis was appointed our Chief Executive
Officer. Effective April 2, 1999, Laurence G. Colegate, Jr. resigned as Chief
Financial Officer.

Our ability to manage growth successfully will require our management personnel
to work together effectively and will require us to improve our operational,
management and financial systems and controls. If our management is unable to
bring about this transition effectively, our business, competitive position,
results of operations and financial condition will be materially and adversely
affected.

WE ARE DEPENDENT ON A SMALL NUMBER OF KEY PERSONNEL, THE LOSS OF WHOM COULD
- ---------------------------------------------------------------------------
SERIOUSLY IMPACT OUR BUSINESS.
- -----------------------------

Our success depends to a significant extent upon a number of key technical and
management employees, in particular, Robert R. Anderson, Chairman, and James O.
Benouis, President and Chief Executive Officer. They are currently our only
executive officers. We do not currently have "key man" life insurance on Mr.
Anderson or Mr. Benouis. The loss of services of Mr. Anderson or Mr. Benouis or
any of our other key employees could have a material adverse effect on us.

COMPETITION IN OUR INDUSTRY FOR HIGHLY SKILLED INDIVIDUALS MAY HARM OUR ABILITY
- -------------------------------------------------------------------------------
TO ATTRACT AND RETAIN HIGH QUALITY TECHNICAL, MANAGERIAL, SALES, AND MARKETING
- ------------------------------------------------------------------------------
PERSONNEL.
- ---------

Our success depends in large part on our ability to attract and retain highly
skilled technical, managerial, sales, and marketing personnel. Competition for
such talented personnel is intense. We cannot assure you that we will be
successful in retaining our key technical and management personnel or in
attracting and retaining the personnel we require now in order to grow.

WE MAY BE SUBJECT TO THE EXPENSE OF INTELLECTUAL PROPERTY LAWSUITS OR CREDITORS'
- --------------------------------------------------------------------------------
COLLECTION ACTIONS.
- ------------------

As with other companies in industries similar to our own, we are subject to the
risk of adverse claims and litigation on a variety of matters, including
infringement of intellectual property, intentional and/or negligent
misrepresentation of material facts and breach of fiduciary duties. Due to our
cash shortage and resulting inability to pay our vendors, several of our vendors
had initiated collection actions against us. Through the Credit Managers'
Association, we have settled with 95% of our creditors for a complete release of
claim or an agreement to stay collection activities for one year.

PROTECTION OF OUR INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS MAY BE
- ---------------------------------------------------------------------
INADEQUATE, CAUSING US THE EXPENSE OF LITIGATION AND EXPOSING US TO LOSS OF
- ---------------------------------------------------------------------------
COMPETITIVE ADVANTAGE.
- ---------------------

Silicon Valley Research, Inc. relies on contract, trade secret and copyright law
to protect its technology. Competitors may develop similar or superior
technologies or duplicate our technology. We generally enter into
confidentiality or license agreements with our employees, distributors and
customers, and limit access to and distribution of our software, documentation
and other proprietary information. Despite these precautions, it is possible for
a third party to copy or otherwise obtain and use our products or technology
without authorization, or to develop similar technology independently. In
addition, effective copyright and trade protection may be unavailable or limited
in certain foreign countries.

10
<PAGE>

There has been substantial industry litigation regarding patents and other
intellectual property rights involving technology companies. In the future,
litigation may be necessary to protect and enforce our intellectual property
rights, to defend us against claimed infringement of the rights of others and to
determine the scope and validity of the proprietary rights of others. Any such
litigation could be costly and could divert management's attention, which could
have a material adverse effect on our business, results of operations or
financial condition regardless of the outcome of the litigation. In addition,
third parties making claims against us with respect to intellectual property
infringement may block our ability to sell products in the United States and
abroad, and could result in an award of substantial damages. In the event of a
claim of infringement, Silicon Valley Research, Inc. and our customers could be
required to obtain one or more licenses from third parties. We cannot assure you
that either our customers or we could obtain necessary licenses from third
parties at a reasonable cost or at all.

A SUBSTANTIAL PORTION OF OUR COMMON STOCK IS OWNED BY A SMALL NUMBER OF
- -----------------------------------------------------------------------
INVESTORS RESULTING IN THEIR ABILITY TO EXERCISE SIGNIFICANT INFLUENCE OVER
- ---------------------------------------------------------------------------
MATTERS REQUIRING SHAREHOLDER APPROVAL, SUCH AS A CHANGE IN CONTROL.
- -------------------------------------------------------------------

Our present directors, executive officers and 5% shareholders and their
affiliates beneficially own approximately 77% of the outstanding common stock as
of September 24, 1999. As a result, these shareholders may be able to exercise
significant influence over all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
Such concentration of ownership may have the effect of delaying or preventing a
change in control of Silicon Valley Research, Inc.

THE SIGNIFICANT NUMBER OF COMMON STOCK WARRANTS OUTSTANDING MAY HAVE THE EFFECT
- -------------------------------------------------------------------------------
OF DEPRESSING THE STOCK PRICE OF OUR COMMON STOCK.
- -------------------------------------------------

We have a substantial number of common stock warrants outstanding with an
exercise price of $0.125 (9,251,341) and of $0.37 (2,400,000). These warrants
may have the effect of causing our stock price to be lower than it would be
otherwise.

THE BOARD OF DIRECTORS' ABILITY TO ISSUE PREFERRED STOCK MAY ADVERSELY EFFECT
- -----------------------------------------------------------------------------
THE RIGHTS OF THE COMMON SHAREHOLDERS.
- -------------------------------------

Our board of directors has the authority to issue up to 1,000,000 shares of
preferred stock and to determine the shares' price, rights, preferences,
privileges and restrictions, including voting rights, without any further vote
or action by shareholders. The rights of the holders of the common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of our outstanding voting
stock.

SALES OF A SUBSTANTIAL NUMBER OF SHARES OF COMMON STOCK IN THE PUBLIC MARKET
- ----------------------------------------------------------------------------
FOLLOWING THIS OFFERING COULD ADVERSELY AFFECT THE MARKET PRICE FOR OUR COMMON
- ------------------------------------------------------------------------------
STOCK.
- -----

On the date of this prospectus, 26,221,220 shares, including 5,527,909 of the
17,157,159 shares offered hereby, are eligible for sale, subject in some cases
to the volume and other restrictions of Rule 144 under the Securities Act. An
additional 11,629,250 shares of common stock issuable upon exercise of the
warrants are eligible for sale. An additional 8,602,550 shares of common stock
issuable upon exercise of outstanding warrants, other than the warrants already
listed, are eligible for sale, subject in some cases to the volume and other
restrictions under Rule 144. If existing shareholders, or future shareholders
resulting from exercise of existing warrants, cause a large number of shares to
be sold in the public market, such sales could have a material adverse effect on
the market price of our common stock.

RECENT ACCOUNTING PRONOUNCEMENTS MAY HAVE AN EFFECT ON OUR FINANCIAL
- --------------------------------------------------------------------
RESULTS.
- -------

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." Statement of Position 98-1 provides
guidance for determining whether computer software is internal-use software and
on capitalization of

11
<PAGE>

the costs associated with internal-use computer software. It also provides
guidance on accounting for the proceeds of computer software originally
developed or obtained for internal use and then subsequently sold to the public.
We have not yet determined the impact, if any, of adopting this statement. The
disclosures prescribed by Statement of Position 98-1 will be effective for the
year ending March 31, 2000 consolidated financial statements.

UNANTICIPATED EXPENSES AND REDUCTIONS IN REVENUE BECAUSE OF THE YEAR 2000 ISSUE
- -------------------------------------------------------------------------------
COULD SIGNIFICANTLY HARM OUR BUSINESS, OPERATING RESULTS AND FINANCIAL
- ----------------------------------------------------------------------
CONDITION.
- ---------

The year 2000 issue arises because most computer systems and programs were
designed to handle only a two-digit year, as opposed to a four-digit year. When
the year 2000 begins, these computers may interpret "00" as the year 1900 and
could either stop processing date-related computations or could process them
incorrectly. As our customers and potential customers devote resources to this
issue, resources previously allocated to other information systems requirements
may be redirected to address Y2K problems and issues. To the extent that our
products are not selected as part of customers' overall Y2K solution,
redirection of these customer resources could have a material adverse effect on
our results of operations and financial condition. In addition, the Y2K Issue
creates risk for us from unforeseen problems in our internal computer systems
and from interaction with third parties. Failure on our part, or on the part of
third parties' computer systems could have a material impact on our ability to
conduct our business and to process and account for the transfer of funds
electronically.

FORWARD LOOKING INFORMATION

This prospectus, including the information incorporated by reference herein,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Our actual results could differ materially from those
projected in the forward-looking statements as a result of the risk factors set
forth above. The words "anticipates", "believes", "expects", "future" and
similar expressions identify forward-looking statements. In connection with
forward-looking statements which appear in these or other disclosures,
prospective purchasers of the shares offered hereby should carefully consider
the factors set forth in this prospectus under "Risk Factors" and such section
of any subsequently filed Exchange Act reports.

12
<PAGE>

AVAILABLE INFORMATION

Our common stock trades on the OTC Bulletin Board. Since we comply with
reporting requirements under the Securities Exchange Act of 1934, as amended,
you can obtain copies of all reports, proxy statements, and other information
filed with the SEC. You can inspect or copy any reports, proxy statements and
other information that we file with the SEC. These documents are located at
their public reference room located at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, or at the Regional Offices of the SEC located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
For a fee, you can also obtain this material by mail from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC
also has a web-site where you can access those forms, which we file
electronically with the SEC. The SEC's web-site is http://www.sec.gov.

We have also filed with the SEC a Form S-3 Registration Statement. Because this
prospectus does not contain all of the information set forth in the Registration
Statement, you may wish to review this Registration Statement. You may obtain a
copy of this Registration Statement from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, for a fee.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed with the SEC and are incorporated by
reference in this prospectus:

1. Annual Reports on Form 10-K for the years ended March 31, 1999 and 1998

2. Quarterly Reports on Form 10-Q for the quarters ended June 30, 1998,
September 30, 1998, December 31, 1998 and June 30, 1999 and September 30,
1999

3. Current Report on Form 8-K filed April 10, 1998

4. Current Report on Form 8-K/A filed June 15, 1998

5. Current Report on Form 8-K filed May 21, 1999

6. In-depth description of our common stock in the Registration Statement on
Form 8-A filed September 5, 1985.

All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of
this offering are incorporated by reference. To the extent that any term or
statement contained in a document, which we are incorporating by reference in
this prospectus, has been modified or superceded by a subsequent filing or this
prospectus, the last in time controls.

Although, we cannot provide you with copies of exhibits, if you would like a
copy of any of document listed above in items nos. 1-6, we are happy to send
it/them to you free of charge. You may contact us in writing or by telephone:

Attn: James O. Benouis
Silicon Valley Research, Inc.
6360 San Ignacio Avenue
San Jose, CA 95119-1231
(408) 361-0333]

13
<PAGE>

MATERIAL CHANGES

Subordinated Debt Financing.
- ---------------------------

MANAGEMENT

As of September 24, 1999, the names of the directors and executive officers of
Silicon Valley Research, Inc. and their respective ages are as follows:

Name Age Position
---- --- --------

Robert R. Anderson 61 Chairman of the Board

James O. Benouis 31 President, Chief Executive Officer and
Director

David G. Arscott 55 Director

David Knight 51 Director

Robert R. Anderson became Chairman of SVR in January 1994 and re-assumed the
position of Chief Executive Officer in December 1996 until August 1998. Prior
to that, Mr. Anderson was Chief Executive Officer from April 1994 until July
1995 and was Chief Financial Officer from September 1994 to November 1995. Mr.
Anderson co-founded KLA Instruments Corporation "KLA," a supplier of equipment
for semiconductor companies, in 1975. He served as Vice-Chairman of the Board
of KLA from November 1991 to March 1994 and served as Chairman of the Board of
KLA from May 1985 to November 1991. Prior to that, Mr. Anderson served as Chief
Operating Officer and Chief Financial Officer of KLA for nine years. Mr.
Anderson currently serves as a director of Applied Science & Technology Inc., a
supplier of systems components for the semiconductor industry.

James O. Benouis became President and Chief Operating Officer of Silicon Valley
Research, Inc. in March 1998 and was appointed Chief Executive Officer in August
1998. Mr. Benouis came to Silicon Valley Research, Inc. from Quality I.C.
Corporation ("QIC"), an integrated circuit design services company based in
Austin, Texas, which was acquired by us in March 1998, where he was President
from 1995 to 1998. While at QIC, his roles included project leadership for all
IC design projects, software enhancements and daily business operation
management. He holds a degree in Electrical Engineering from the University of
Texas.

David G. Arscott is General Partner and Co-Founder of Compass Technology
Partners which invests in public and private technology companies. He began his
career with Citicorp Venture Capital Limited and in 1973 opened its West Coast
office. In 1978, Mr. Arscott co-founded Arscott Norton & Associates, which
formed three venture capital funds. He is a director and past Chairman of Lam
Research Corporation and a director of Cyberstate University. He has formerly
served as President and Director of the Western Association of Venture
Capitalists. Mr. Arscott earned his B.A. degree from the College of Wooster
(1966) and his MBA from the University of Michigan.

David Knight is the Founder, Chairman and CEO of The Shearwater Group, Inc., a
worldwide EDA software distribution and support company founded in 1992 which
provides software tools and turnkey hardware/software solutions for Integrated
Circuit ("IC") design. Prior to working at Shearwater, he co-founded Ultratech
Photomask and was Division President of Sierracin/EOI. Mr. Knight has over
thirty years experience in the IC design and manufacturing industry.

14
<PAGE>

SELLING SHAREHOLDERS

The following table lists the selling shareholders, the number of shares of
Silicon Valley Research, Inc. common stock which each beneficially owned (as
defined below) as of September 24, 1999, the number of shares expected to be
sold by each, and the number and the percentage of the shares of Silicon Valley
Research, Inc. common stock each will beneficially own after the offering
pursuant to the Registration Statement, assuming the sale of all the shares
expected to be sold. The percentage is based upon the number of shares of
Silicon Valley Research, Inc. common stock outstanding on September 24, 1999 of
26,221,220. Beneficial ownership in the context of this prospectus means not
only shares which are held in the shareholder's name, but also shares that are
held under another person's name that are attributed to the shareholder through
his relationship with that person. For example, a husband is generally deemed to
have beneficial ownership of shares held in his wife's name, and a person who
owns an interest in a partnership is generally deemed to be the beneficial owner
of at least his percentage interest of the shares held by that partnership.

The selling shareholders of 2,377,909 shares and 2,377,909 warrants purchased
the shares and warrants from us through a private placement offering. The
warrants have an exercise price of $0.37 per warrant and are exercisable for a
term of seven years. We are required by the unit purchase agreement from this
offering to file a registration statement for the shares, as well as the shares
exercisable under the warrants. We are also required to use our best efforts to
keep the registration statement remain effective until the earlier of:

. the date ending three years after the effective date of such
registration statement, or

. the date on which each shareholder is able to sell all of those shares
in any three-month period without the shares needing to be registered.
This exemption from registration is found under the Securities Act
pursuant to Rule 144.

The selling shareholders of 3,150,000 shares acquired the shares through a
merger between Quality I.C. Corporation and us in March 1998. We are required to
file a registration statement under the Securities Act covering the shares
pursuant to a registration rights agreement we entered into in connection with
the merger. We are also required to use our best efforts to maintain the
effectiveness of the registration statement until the earliest of:

. the time when the holders sell all of those shares or

. one year after the closing of the merger.

A selling shareholder of 1,251,341 warrants acquired the warrants through the
settlement of a debt. The warrants have an exercise price of $0.125 per warrant
and are exercisable for a term of seven years. The warrant agreement entered
into in connection with the cancellation of debt requires us to file a
registration statement under the Securities Act covering the warrants. We are
also required to use our best efforts to make that registration statement
effective within ninety (90) days following the date of the warrant agreement.

The selling shareholders of 8,000,000 warrants acquired them through a
subordinated debt/warrant financing, which closed on September 24, 1999. The
warrants have an exercise price of $0.125 per warrant and can be exercised for
five years. The warrant agreement from this financing requires us to file a
registration statement under the Securities Act covering the shares that can be
issued upon exercise of these warrants and use our best efforts to make the
registration statement effective within ninety (90) days following the date of
the warrant.

Robert R. Anderson 2,599,554 (3) 828,838 (19) 1,770,716 6.6
Bay Area Micro-Cap Fund, L.P. 4,155,630 (4) 1,977,674 (20) 2,177,956 8.0
Bay Partners SBIC, L.P. 1,191,584 (5) 348,838 (21) 842,746 3.2
James O. Benouis 2,252,421 (6) 2,135,755 (22) 116,666 *
Clarion Capital Corporation 1,241,078 (7) 659,225 (23) 581,853 2.2
Compass Chicago Partners, L.P. (1) 878,842 (8) 642,206 (24) 236,636 *
Compass Management Partners, L.P. (1) 113,150 (9) 59,036 (25) 54,114 *
Compass Technology Partners, L.P. (1) 1,759,323 (10) 758,484 (26) 1,000,839 3.8
Imperial Bank 1,266,341 (11) 1,251,341 (11) 15,000 *
Isabella Partners 650,167 (12) 316,280 (27) 333,887 1.3
J. F. Shea Co., Inc. 9,547,687 (13) 4,384,186 (28) 5,163,501 18.2
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
Shares Percentage of
Shares Owned Shares To Owned After Common Stock
Selling Shareholder Before Offering Be Offered Offering Owned
- ------------------- --------------- ---------- -------- -----
<S> <C> <C> <C> <C>
Peninsula Fund, L.P. 944,208 (14) 719,208 (29) 225,000 *
David R. Reebel 1,384,615 1,384,615 0 *
Rogers Family Trust 1,964,057 (15) 716,280 (30) 1,247,777 4.7
Special Situations Cayman 1,434,042 (16) 162,790 (21) 1,271,252 4.8
Fund, L.P. (2)
Special Situations Private 2,663,568 (17) 162,790 (21) 2,500,778 9.1
Equity Fund, L.P. (2)
William R. Timken 885,476 (18) 649,613 (31) 235,863 *
</TABLE>
______________________
* Less than 1%

(1) David Arscott is a General Partner of Compass Chicago Fund, L.P., Compass
Management Fund, L.P. and Compass Technology Fund, L.P. The three limited
partnerships beneficially owned 9.9% of Silicon Valley Research, Inc.
outstanding shares as of September 24, 1999. Mr. Arscott disclaims
beneficial ownership of the portion of the shares that exceeds his
proportionate interest in the partnerships.

(2) Austin Marxe is a General Partner of Special Situations Private Equity
Fund, L.P. and Special Situations Cayman Fund, L.P. He beneficially owned
26.6% of Silicon Valley Research, Inc. outstanding shares as of September
24, 1999.

(3) Includes 680,956 shares held in trust of which Mr. Anderson is trustee,
including 610,956 shares held by the Robert R. and Sally E. Anderson Trust,
12,500 shares held by the Robert K. Anderson Trust, 12,500 shares held by
the Sharon Davidson Trust, 35,000 shares held by the Timothy R. Anderson
Trust and 10,000 shares held by the Steven Davidson Trust. Also includes
17,550 shares of which Mr. Anderson disclaims beneficial ownership,
including 2,550 shares owned by Sharon Davidson and 15,000 shares owned by
Steven Davidson, two of Mr. Anderson's children. Also includes 561,775
shares, 1,151,775 shares subject to warrants exercisable within 60 days of
September 24, 1999 and 187,498 shares subject to options exercisable within
60 days of September 24, 1999 held directly by Mr. Anderson. Mr. Anderson
is Chairman of the Board of Silicon Valley Research, Inc. and beneficially
owned 9.4% of Silicon Valley Research, Inc. outstanding shares as of
September 24, 1999.

(4) Includes 1,628,165 shares and 2,473,665 shares subject to warrants
exercisable within 60 days of September 24, 1999 held by Bay Area Micro-Cap
Fund, L.P. (of which Gregory F. Wilbur is a General Partner). Also includes
53,800 shares held directly by Gregory F. Wilbur. Bay Area Micro-Cap Fund,
L.P. beneficially owned 14.5% of Silicon Valley Research, Inc. outstanding
shares as of September 24, 1999.

(5) Includes 505,833 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(6) Includes 370,370 shares subject to warrants and 116,666 shares subject to
options exercisable within 60 days of September 24, 1999.

(7) Includes 792,889 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(8) Includes 651,634 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(9) Includes 78,230 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(10) Includes 958,088 shares subject to warrants exercisable within 60 days of
September 24, 1999. Also includes 24,098 shares held directly by David
Arscott, General Partner of Compass Technology Partners.

(11) These shares are issuable upon exercise of warrants.

(12) Includes 382,611 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(13) Includes 3,460,395 shares held by J.F. Shea Co., Inc., 472,258 shares held
by E&M RP Trust (of which Edmund H. Shea, Jr. is a Trustee), 7,258 shares
held directly by John H. Shea and 7,258 shares held directly by Peter O.
Shea. Edmund H. Shea, Jr., John H. Shea and Peter O. Shea are executive
officers of J.F. Shea Co., Inc. Also includes 5,600,518 shares subject to
warrants held by J.F. Shea Co., Inc. exercisable within 60 days

16
<PAGE>

of September 24, 1999. J.F. Shea Co., Inc. beneficially owned 30% of
Silicon Valley Research, Inc. outstanding shares as of September 24,
1999.

(14) Includes 544,789 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(15) Includes 878,714 shares and 1,024,554 shares subject to warrants
exercisable within 60 days of September 24, 1999 held by the Rogers Family
Trust (of which Roy L. Rogers is a Trustee). Also includes 15,000 shares
held by the Roy L. Rogers IRA. Also includes 45,789 shares and 10,000
shares subject to options exercisable within 60 days of September 24, 1999
held directly by Mr. Rogers. Mr. Rogers beneficially owned 7.2% of Silicon
Valley Research, Inc. outstanding shares as of September 24, 1999.

(16) Includes 578,521 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(17) Includes 1,331,784 shares subject to warrants exercisable within 60 days
of September 24, 1999.

(18) Includes 690,944 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(19) Includes 654,419 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(20) Includes 1,628,837 shares subject to warrants exercisable within 60 days
of September 24, 1999.

(21) Exactly half of these shares are issuable upon exercise of warrants.

(22) Includes 370,370 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(23) Includes 542,946 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(24) Includes 584,066 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(25) Includes 53,222 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(26) Includes 642,205 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(27) Includes 258,140 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(28) Includes 3,512,093 shares subject to warrants exercisable within 60 days
of September 24, 1999.

(29) Includes 544,789 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(30) Includes 658,140 shares subject to warrants exercisable within 60 days of
September 24, 1999.

(31) Includes 591,473 shares subject to warrants exercisable within 60 days of
September 24, 1999.

17
<PAGE>

PLAN OF DISTRIBUTION

The selling shareholders have told us that they, or anyone who receives the
shares from them, intend to sell all of the shares covered by this prospectus.
They intend to sell the shares on the OTC Bulletin Board. The shares offered by
the selling shareholders may be sold by one or more of the following methods:

. over-the-counter, in accordance with the rules of the
OTC Bulletin Board;

. ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and

. in privately negotiated transactions.

The selling shareholders may sell their shares at market price, at prices
related to market price, or the price may be negotiated with the buyers. The
selling shareholders may not sell all of their shares, and they may not sell any
of their shares at all.

The selling shareholders may use brokers or dealers to sell their shares. Those
brokers or dealers may arrange for additional brokers and dealers to
participate in the sale. Brokers and dealers will either receive discounts or
commissions from the selling shareholders as their compensation. These amounts
will be negotiated before the sale takes place. Some of these brokers and
dealers may be considered to be "underwriters" for the purposes of the
Securities Act.

We will pay all expenses incurred in connection with any registration or
qualification of shares offered by the selling shareholders, and also the
expenses of any related compliance (excluding underwriters' or brokers' discount
and commissions). This includes, but is not limited to, all filing, registration
and qualification, printers' and accounting fees and the reasonable fees and
costs of one counsel for the selling shareholders and counsel for us.

We have agreed to indemnify the selling shareholders and some related people
against some liabilities that may arise in some circumstances, including
liabilities under the Securities Act. The selling shareholders have agreed to
indemnify us and some people related to us in some circumstances against some
liabilities, including liabilities under the Securities Act.

USE OF PROCEEDS

We will not receive any money or any other form of proceeds from the sale of
common stock by the selling shareholders. We could receive up to $2,036,244 upon
the cash exercise of all the warrants. The exercise price for the warrants is
payable in the following methods:

. cash,

. a cancellation of debt,

. in shares of our common stock,

. through a "same day sale" commitment or "margin" commitment from the
warrant holder and a broker who is a member of the NASD, or

. by a "net exercise" which essentially is as if the holder of the
warrants exercised them all without paying the company the exercise
price, but then immediately gave the company the number of shares from
the exercise that is equal in value to the exercise price.

We intend to use any proceeds received from the exercise of warrants for general
corporate purposes, including working capital, which is generally cash and
investments to be used to run our business. We do not know that any or all of
the warrants will be exercised.

LEGAL MATTERS

The legality of the shares is being passed upon by Rosenblum, Parish & Isaacs,
P.C.

EXPERTS

The consolidated financial statements as of March 31, 1999 are incorporated as
part of this prospectus in reliance on the report of Moss Adams LLP, independent
accountants. That report was given on the authority of the firm as experts in
auditing and accounting. See "Incorporation of Certain Documents by Reference."

The consolidated financial statements as of March 31, 1998 and for each of the
two years then ended are incorporated as part of this prospectus by reference to
the Annual Report on Form 10-K for the year ended March 31, 1999. They have been
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, whose report was given on the authority of the firm as
experts in auditing and accounting.

18
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses payable by us in
connection with the sale and distribution of the securities being registered,
other than underwriting discounts and commissions. All of the amounts shown are
estimates, except the Securities and Exchange Commission registration fee.

<TABLE>
<CAPTION>
To Be Paid
By The
Registrant
----------
<S> <C>
Securities and Exchange Commission registration fee......................... $ 668
Accounting fees and expenses................................................ 4,000
Printing expenses........................................................... 0
Transfer agent and registrar fees and expenses.............................. 0
Blue Sky fees and expenses (including legal fees)........................... 0
Legal fees and expenses..................................................... 4,000
Miscellaneous expenses...................................................... 4,000
----------
Total............................................................... $ 12,668
==========
</TABLE>

Item 15. Indemnification of Directors and Officers.

Section 204(10) of the California General Corporation Law ("California Law")
permits indemnification of officers, directors, and other corporate agents under
certain circumstances and subject to certain limitations. Our Articles of
Incorporation and Bylaws provide that we shall indemnify our directors,
officers, or agents to the full extent permitted by California Law. The right to
indemnification conferred to such parties is a contract right. These
indemnification provisions may be sufficiently broad to permit indemnification
of the Registrant's officers and directors for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

We have obtained liability insurance for the benefit of our directors and
officers.

At present, there is no pending litigation or proceeding involving a director,
officer, employee or other agent of Silicon Valley Research, Inc. in which
indemnification is being sought.

II-1
<PAGE>

Item 16. Exhibits

The following exhibits are filed with this Registration Statement:

Exhibit Description of Exhibit
- ------- ----------------------
No.
- ---

4.01 Form of Note and Warrant Credit Agreement among Silicon Valley
Research, Inc. and several investors dated June 4, 1999.
(incorporated by reference to the Registration Statement on Form
S-3 filed September 28, 1999)
4.02 Warrant Agreement between Silicon Valley Research, Inc. and
Imperial Bank dated May 11, 1999. (incorporated by reference to
the Registration Statement on Form S-3 filed September 28,
1999)
5.1 Opinion and Consent of Rosenblum, Parish & Isaacs, P.C..
23.1 Consent of Moss Adams LLP
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Rosenblum, Parish & Isaacs, P. C. (included in Exhibit
5.1).
24.1 Power of Attorney (included in the Signature Page contained in
Part II of the Registration Statement as filed on September 28,
1999).

Item 17. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement ;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE>

C. Insofar as indemnification for liabilities arising under the
Securities 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 expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.

D. The undersigned Registrant hereby undertakes that:

(1) For the purposes of determining any liability under the
Securities Act, 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 the
registration statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the
Securities Act, 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 that time shall be
deemed to be the initial bona fide offering thereof.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Amendment on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on the 22nd day
of November, 1999.

SILICON VALLEY RESEARCH, INC.

By: /s/ James O. Benouis
------------------------------------
James O. Benouis
President and Chief Executive Officer

POWER OF ATTORNEY

Each of the officers and directors of Silicon Valley Research, Inc. whose
signature appears below hereby constitutes and appoints Robert R. Anderson and
James O. Benouis and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to the
Registration Statement on Form S-3 and to perform any acts necessary in order to
file such amendments, and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, or their or his substitutes, shall do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on September 28, 1999 by the
following persons in the capacities indicated.

Signature Title
--------- -----

/s/ Robert R. Anderson Chairman of the Board
- --------------------------------------
Robert R. Anderson

/s/ James O. Benouis President and Chief Executive
- -------------------------------------- Officer (Principal Executive
James O. Benouis Officer) and Director

/s/ David G. Arscott Director
- --------------------------------------
David G. Arscott

/s/ David Knight Director
- --------------------------------------
David Knight

II-4
<PAGE>
INDEX TO EXHIBITS

Exhibit Description of Exhibit
- ------- ----------------------
No.
---

4.01 Form of Note and Warrant Credit Agreement among Silicon Valley
Research, Inc. and several investors dated June 4, 1999. (incorporated
by reference to the Registration Statement on Form S-3 filed
September 28, 1999)
4.02 Warrant Agreement between Silicon Valley Research, Inc. and Imperial
Bank dated May 11, 1999. (incorporated by reference to the Registration
Statement on Form S-3 filed September 28, 1999)
5.1 Opinion and Consent of Rosenblum, Parish & Isaacs, P. C.
23.1 Consent of Moss Adams LLP
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Rosenblum, Parish & Isaacs, P. C. (included in Exhibit 5.1).
24.1 Power of Attorney (included in the Signature Page contained in Part II
of the Registration Statement as filed on September 28, 1999).

<PAGE>

EXHIBIT 5.1
September 27, 1999

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Silicon Valley Research, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

As legal counsel to Silicon Valley Research, Inc., a California corporation
(the "Company"), we are rendering this opinion in connection with the
preparation and filing of a registration statement on Form S-3 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended (the "Act") of 5,527,909 shares (the "Outstanding Shares")
of Common Stock, without par value, of the Company (the "Common Stock") held by
certain selling security holders and 11,629,250 shares (the "Warrant Shares") of
Common Stock issuable by the Company upon the exercise of warrants (the
"Warrants") issued to the selling security holders as set forth in the
Registration Statement to which this opinion is being filed as Exhibit 5.1.

We have examined such instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.

Based on such examination, we are of the opinion that the Outstanding
Shares are duly authorized, validly issued, fully paid and nonassessable and the
Warrant Shares are duly authorized and, if and when issued upon exercise of the
Warrants in accordance with the respective warrant agreements, will be validly
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the use of our name wherever it appears
in said Registration Statement, including the prospectus constituting a part
thereof, as originally filed or as subsequently amended. This consent is not to
be construed as an admission that we are a person whose consent is required to
be filed with the Registration Statement under the provisions of Section 7 of
the Act.

This opinion is to be used only in connection with the sale of the Shares
while the Registration Statement is in effect, and may not be used for other
purposes.

Respectfully submitted,

/s/ Rosenblum, Parish & Isaacs, P. C.

<PAGE>

EXHIBIT 23.1

CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement of
Silicon Valley Research, Inc. on Form S-3, our report on the consolidated
financial statements of Silicon Valley Research, Inc. and its subsidiaries dated
June 10, 1999, appearing in the Annual Report on Form 10-K of Silicon Valley
Research, Inc. for the year ended March 31, 1999. We also consent to the
reference to our firm under the caption "Experts" in the prospectus forming part
of such Registration Statement.

/s/ Moss Adams LLP

San Francisco, California
September 27, 1999

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated June 12, 1998 relating to the
consolidated financial statements as of March 31, 1998 and for each of the two
years then ended, which appears in Silicon Valley Research, Inc.'s Annual Report
on Form 10-K for the year ended March 31, 1999. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP

San Jose, California
September 27, 1999