ADVANCED DIGITAL INFORMATION CORP, S-3/A, 1999-09-01

ADVANCED DIGITAL INFORMATION CORP
S-3/A, 1999-09-01
COMPUTER PERIPHERAL EQUIPMENT, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 1999

REGISTRATION NO. 333-84715

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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ADVANCED DIGITAL INFORMATION CORPORATION

(Exact name of registrant as specified in its charter)

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<S> <C> <C>
WASHINGTON 3577 91-1618616
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
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P.O. BOX 97057
11431 WILLOWS ROAD N.E.
REDMOND, WASHINGTON 98073-9757
(425) 881-8004

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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PETER H. VAN OPPEN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ADVANCED DIGITAL INFORMATION CORPORATION
11431 WILLOWS ROAD N.E.
REDMOND, WASHINGTON 98073-9757
(425) 881-8004

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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COPIES TO:

LINDA A. SCHOEMAKER DANIEL J. WINNIKE
HOLLY B. KJERULFF THADDEUS G. STEPHENS
Perkins Coie LLP Howard, Rice, Nemerovski, Canady, Falk
& Rabkin,
1201 Third Avenue, 40th Floor A Professional Corporation
Seattle, Washington 98101-3099 1755 Embarcadero Road, Suite 200
(206) 583-8888 Palo Alto, California 94303-3309
(650) 842-8500

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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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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 interest
reinvestment plans, check the following box. / /

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. / /
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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

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<CAPTION>
============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value(3) 5,750,000 shares $18.58 $106,835,000 $29,701(4)
============================================================================================================================
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<PAGE>

(1) Includes 750,000 shares that the underwriters have the option to purchase to
cover over-allotments, if any. The number of shares registered on August 6,
1999 was adjusted on August 12, 1999, the effective date of a stock dividend
declared by the registrant.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act, on the basis of the
average of the high and low prices of the registrant's common stock on
August 4, 1999, as reported on the Nasdaq National Market.

(3) Includes associated preferred stock purchase rights. Prior to the occurrence
of certain events, such rights will not be evidenced or traded separately
from the Common Stock.

(4) The registration fee was previously paid.

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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
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SUBJECT TO COMPLETION SEPTEMBER 1, 1999

WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. ALTHOUGH WE ARE
PERMITTED BY U.S. FEDERAL SECURITIES LAW TO OFFER THESE SECURITIES USING THIS
PROSPECTUS, WE MAY NOT SELL THEM OR ACCEPT YOUR OFFER TO BUY THEM UNTIL THE
DOCUMENTATION FILED WITH THE SEC RELATING TO THESE SECURITIES HAS BEEN DECLARED
EFFECTIVE BY THE SEC. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
OR OUR SOLICITATION OF YOUR OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION
WHERE THAT WOULD NOT BE PERMITTED OR LEGAL.
<PAGE>
PROSPECTUS
, 1999

[LOGO]

5,000,000 SHARES OF COMMON STOCK

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ADVANCED DIGITAL INFORMATION CORPORATION:

- - We provide hardware and software data storage solutions to the open systems
marketplace.

- - Advanced Digital Information Corporation
P.O. Box 97057
11431 Willows Road N.E.
Redmond, Washington 98073-9757
(425) 881-8004

- - NASDAQ NATIONAL MARKET SYMBOL: ADIC

THE OFFERING:

- - ADIC is offering 5,000,000 of its shares of common stock.

- - The underwriters have an option to purchase an additional 750,000 shares from
ADIC to cover any over-allotments.

- - There is an existing trading market for these shares. The reported last sale
price on August 30, 1999 was $26.625 per share.

- - We plan to use the net proceeds from this offering for repayment of
indebtedness, working capital and general corporate purposes, as well as the
possible acquisition of or investment in complementary businesses and
technologies.

- - Closing: , 1999.

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<CAPTION>
Per Share Total
<S> <C> <C>
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Public offering price: $ $
Underwriting fees:
Proceeds to ADIC (before expenses):
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THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 7.

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Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
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DONALDSON, LUFKIN & JENRETTE

HAMBRECHT & QUIST

BEAR, STEARNS & CO. INC.

NEEDHAM & COMPANY, INC.

THE UNDERSIGNED IS FACILITATING INTERNET DISTRIBUTION.

DLJDIRECT INC.
<PAGE>
[INSIDE FRONT COVER ARTWORK]

[Photograph of ball with electronic commerce words on it]

Solutions for the Data Resolution

[ADIC LOGO]

[GATEFOLD ARTWORK DESCRIPTION]

Solutions for the Data Revolution

Data is increasing in volume and value throughout the enterprise, from
workgroups and data centers to mobile users and remote offices. With a broad
line of automated storage hardware, storage management software, Storage Area
Networking tools and support, and third-party alliances, ADIC provides the
solutions that help organizations transform their rapidly increasing data from a
management problem into a competitive advantage.

[Photograph of the Scalar 1000] ADIC Scalable Information Solutions

Information is the business. With data growing by terabytes, leading Internet
portal companies store their information on the Scalar 1000 because it grows
easily with their data and gives them a choice of drive and media types.

[Photograph of AMASS storage management software] ADIC Storage Management
Software Solutions

Multi-media in the digital age. Image, music and video archives around the world
manage their high-value digital asset collections with AMASS storage management
software and store their data in ADIC and third-party storage libraries.

[Photograph of Fibre Channel tape library and FibreReady(TM) Storage logo] ADIC
Storage Area Networking (SAN) Solutions

LAN-free data storage. High data-volume Information Technology departments use
ADIC's FibreReady(TM) architecture tape libraries and Storage Area Networking
products to increase network bandwidth and make their storage management more
efficient.

[Photograph of AML libraries] ADIC Comprehensive Data Management Solutions

Keeping data available. From telecommunications to business process software
providers, some of the world's largest data centers use our AML libraries to
store their critical data. The AML stores up to 70,000 data cartridges, supports
simultaneous use of different media, and provides redundant robotics.

[Photograph of FastStor] ADIC Distributed Storage Solutions

Protection throughout the enterprise. Leading network infrastructure and
software providers have standardized on smaller ADIC libraries, like the
FastStor, to provide automated data protection for their distributed data and
remote offices.

[Photograph of Storage Area Networking tools, data protection software and
backup services monitor]. ADIC Solution Partnerships. Strength through
partnerships. Strategic investments and solution partnerships with industry
innovators are expanding ADIC's reach into new data management areas. Crossroads
Systems provides Storage Area Networking tools; Networking Integrity develops
real time data protection software; @ Backup supplies on-line backup services.

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TABLE OF CONTENTS

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PAGE
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Prospectus Summary............................. 4
Risk Factors................................... 7
Forward-Looking Statements..................... 15
Where You Can Find More Information............ 16
Use of Proceeds................................ 17
Price Range of Common Stock.................... 17
Dividend Policy................................ 17
Capitalization................................. 18
Selected Consolidated Financial Data........... 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 20

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PAGE
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Business....................................... 30
Management..................................... 42
Principal Shareholders......................... 45
Underwriting................................... 47
Legal Matters.................................. 49
Experts........................................ 49
Index to Consolidated Financial Statements..... F-1
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3
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PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION FROM THIS PROSPECTUS. TO FULLY
UNDERSTAND THIS OFFERING AND ITS CONSEQUENCES TO YOU, YOU SHOULD ALSO READ THE
MORE DETAILED INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN
THIS PROSPECTUS AND IN THE DOCUMENTS THAT WE INCORPORATE BY REFERENCE INTO THIS
PROSPECTUS. UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS
(1) REFLECTS A TWO-FOR-ONE SPLIT OF OUR COMMON STOCK EFFECTED ON AUGUST 12, 1999
IN THE FORM OF A SHARE DIVIDEND ON SHARES OF OUR COMMON STOCK OUTSTANDING ON
AUGUST 6, 1999 AND (2) ASSUMES NO EXERCISE OF THE OVER-ALLOTMENT OPTION TO
PURCHASE 750,000 ADDITIONAL SHARES OF COMMON STOCK GRANTED TO THE UNDERWRITERS.
IN THIS PROSPECTUS WE WILL REFER TO ADVANCED DIGITAL INFORMATION CORPORATION AND
ITS SUBSIDIARIES AS "ADIC," "WE," "OUR" AND "US."

ADVANCED DIGITAL INFORMATION CORPORATION

We provide hardware and software data storage solutions to the open systems
marketplace. Along with our value-added resellers, original equipment
manufacturer partners and customers, we incorporate our products and our service
and support operations with third-party hardware and software products to
deliver reliable, flexible and scalable storage solutions. Our storage solutions
are designed to enable organizations to organize, protect and retrieve complex
mission-critical data. The volume and value of this data are expected to
increase dramatically. Typical applications of our solutions include data
backup, near-line storage, archiving, storage area network, or SAN,
implementations and other data-intensive environments where the efficiency and
effectiveness of the storage solution is critical. Our sales channels include a
global network of resellers developed over the last 15 years and OEMs, including
Dell Computer. In addition, we were recently selected as a supplier to IBM,
subject to finalizing a definitive agreement.

Our products include open systems hardware and software storage management
solutions. We believe we offer the industry's broadest range of automated
libraries, which provide a variety of data capacities and transfer rates. We are
a device-independent company, as our automated storage products are designed to
use a variety of third-party data recording devices, including all major tape
formats and, to a lesser extent, optical storage devices. Similarly, our
software operates in UNIX and Windows NT environments, supports multiple types
of storage devices and is compatible with a variety of automated library
products in addition to our own. Additionally, we design our products to be
integrated with a variety of emerging technologies, including Fibre Channel, SAN
and network attached storage, or NAS. We believe our open systems and
device-independent strategies provide us with a cost-effective and flexible
position from which to compete in the rapidly evolving data storage market.

Our objective is to capture an increasing portion of the open systems
storage solutions market. To achieve this objective we intend to:

- PROVIDE A BROAD ARRAY OF DEVICE-INDEPENDENT STORAGE SOLUTIONS. By
capitalizing on our device independence, we will continue to provide
effective storage solutions that incorporate the optimal combination of
our products and technology and third-party hardware and software
products.

- AGGRESSIVELY DEVELOP TECHNOLOGY. We believe that focused expenditures on
differentiated technologies are critical to our success, and we are
accelerating our expenditures on technology development in order to offer
more complete storage solutions. In addition to our internal research and
development efforts, we may seek to develop or acquire technology by
acquisitions, minority investments or outsourced development.

- CAPITALIZE ON WORLDWIDE BRANDED RESELLER AND OEM CHANNELS. The majority of
our sales are branded products sold through cost-effective, worldwide
reseller channels. We have also developed several key OEM relationships.
Through these arrangements, we are able to benefit from our OEMs'
extensive direct and indirect distribution networks. In addition, our
close ties

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with software vendors can be critical in reseller sales situations where
an effective solution requires pairing compatible hardware and software
products.

- BUILD AND EXPAND RELATIONSHIPS WITH STRATEGIC PARTNERS. It is our strategy
to capitalize on products, technologies and channels that may be available
through partners. We believe that continued growth of the open systems
storage solutions market will create opportunities beyond those we can
meet alone.

We were incorporated in Washington in August 1984. Our principal executive
offices are located at 11431 Willows Road N.E., Redmond, Washington 98073-9757,
and our telephone number is (425) 881-8004.

"ADIC-Registered Trademark-," "AMASS-Registered Trademark-," "FastStor-TM-,"
"FCR-TM-," "FibreReady-TM-," "Scalar-Registered Trademark-" and "VLS-TM-" are
trademarks of ADIC. This prospectus also contains product names, trade names and
trademarks that belong to other organizations.

THE OFFERING

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Common stock offered by ADIC........... 5,000,000 shares

Common stock to be outstanding after
the offering......................... 25,195,644 shares

Use of proceeds........................ For repayment of indebtedness, working capital and
general corporate purposes, as well as the possible
acquisition of or investment in complementary
businesses and technologies.

Nasdaq National Market symbol.......... ADIC
</TABLE>

5
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SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

In the table below, we provide our summary historical consolidated financial
data. We have prepared this information using our consolidated financial
statements for the five years ended October 31, 1998 and the nine months ended
July 31, 1998 and 1999. The financial statements for the five years ended
October 31, 1998 have been audited. The financial statements for the nine months
ended July 31, 1998 and 1999 have not been audited. The Consolidated Statement
of Operations data for fiscal 1994, 1995 and 1996 reflect our results as a
wholly owned subsidiary of Interpoint Corporation. We were acquired by
Interpoint on February 11, 1994. On October 15, 1996, Interpoint spun us off
into a separate company. It is important that you read this summary historical
consolidated financial data along with our historical annual and interim
financial statements and the related notes included in this prospectus, as well
as "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

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<CAPTION>
NINE MONTHS ENDED
FISCAL YEARS ENDED OCTOBER 31, JULY 31,
------------------------------------------------------ ---------------------
1994(1) 1995 1996 1997 1998(2) 1998 1999(2)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net sales......................... $ 20,083 $ 31,716 $ 58,957 $ 93,204 $ 114,557 $ 72,986 $ 160,379
Gross profit...................... 6,588 9,609 17,070 27,648 33,168 21,195 54,549
Operating profit (loss)........... (39) 511 5,682 11,182 3,400 6,188 17,557
Net income (loss)................. (42) 292 3,430 8,497 1,530 5,047 11,144
Basic net income per share........ $ 0.00 $ 0.02 $ 0.21 $ 0.47 $ 0.08 $ 0.26 $ 0.56
Diluted net income per share...... $ 0.00 $ 0.02 $ 0.21 $ 0.46 $ 0.08 $ 0.25 $ 0.54
</TABLE>

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<CAPTION>
AS OF JULY 31, 1999
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ACTUAL AS ADJUSTED(3)
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents............................................................. $ 31,658 $ 150,527
Working capital....................................................................... 61,395 183,084
Total assets.......................................................................... 129,676 248,545
Long-term debt........................................................................ 9,102 4,722
Shareholders' equity.................................................................. 76,802 202,871
</TABLE>

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(1) In February 1994, we incurred $590,000 in acquisition-related expenses
associated with our acquisition by Interpoint. Also, in June 1994, we
acquired a wholly owned European subsidiary in a transaction accounted for
as a purchase.

(2) The Consolidated Statement of Operations data for periods ending after
August 19, 1998 reflect the acquisition of EMASS, Inc. on that date. The
Consolidated Statement of Operations data for fiscal 1998 reflect a $513,000
charge to cost of goods sold as a result of purchase accounting adjustments
and an expense of $380,000 of acquired duplicative assets relating to that
acquisition.

(3) As adjusted to reflect the sale of 5,000,000 shares of common stock at an
assumed public offering price of $26.625 per share in this offering, after
deducting the estimated underwriting fees and estimated offering expenses
payable by us.

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RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES THAT WE MAY
FACE. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL
CONDITION AND OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH
CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU MAY LOSE ALL
OR A PART OF YOUR INVESTMENT.

OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY FLUCTUATE FOR A NUMBER OF
REASONS, WHICH MAY CAUSE OUR STOCK PRICE TO FLUCTUATE

Our quarterly operating results have varied in the past and are likely to
vary significantly in the future due to several factors, including:

- size and timing of significant customer orders;

- shifts in product or distribution channel mix;

- increased competition and pricing pressure;

- timing of new product announcements and releases by us or our competitors;

- new product developments by storage device manufacturers;

- recognition of losses or gains from our strategic investments;

- the rate of growth in the data storage market;

- market acceptance of new and enhanced versions of our products;

- timing and levels of our operating expenses;

- gain or loss of significant customers or distributors;

- currency fluctuations; and

- personnel changes.

Our quarterly revenue and operating results have been affected by seasonal
trends. These trends often result in lower revenue in the first quarter of each
fiscal year compared to the fourth quarter of the previous fiscal year due to
customer purchasing and budgetary practices and our sales commission and
budgetary structure.

Operating results in any period should not be considered indicative of the
results investors can expect for any future period. We cannot assure you that we
will be able to sustain our recent levels of quarterly revenue and net income,
as normalized for unusual or one-time items, or that we will maintain
profitability in any future period. Any unfavorable change in the factors
described above or any other factors could adversely affect our operating
results for a particular quarter. In addition, it is likely that in some future
quarter our operating results will be below the expectations of public market
analysts and investors. In any of these events, the price of our common stock
would likely decline.

BECAUSE WE OPERATE WITH LITTLE BACKLOG, OUR OPERATING RESULTS COULD BE ADVERSELY
AFFECTED IF WE DO NOT ACCURATELY ANTICIPATE FUTURE SALES LEVELS

Historically, we have operated with little order backlog and, due to the
nature of our business, do not anticipate that we will have significant backlog
in the future. Consequently, a large portion of our revenue in each quarter
results from orders placed during that quarter. Because of the relatively large
dollar size of orders from our distributors and original equipment
manufacturers, or OEMs, delay in the placing of a small number of orders by a
small number of purchasers could negatively affect our operating results for a
particular period. In addition, our operating expense levels are, in the short
term, largely fixed and are based, in part, on expectations regarding future
revenue. Thus, our

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operating results could be disproportionately affected if we do not receive the
expected number of orders in a given quarter and our revenue falls below our
expectations.

COMPETITION IN THE OPEN SYSTEMS STORAGE SOLUTIONS MARKET MAY LEAD TO REDUCED
MARKET SHARE, DECLINING PRICES FOR OUR PRODUCTS AND REDUCED PROFITS

The markets for data storage solutions in general, and automated tape
libraries and storage management software in particular, are intensely
competitive, fragmented and characterized by rapidly changing technology and
evolving standards. These conditions could render our products less competitive
or obsolete and could harm our business, financial condition and ability to
market our products as currently contemplated. Because we offer and are
developing a range of open systems storage solutions, including automated tape
libraries, software and storage peripherals, our competitors differ depending on
the product format and performance level. Some of our competitors have
significantly more financial, technical, manufacturing, marketing and other
resources than we have. As a result, our competitors may be able to respond more
quickly than we can to new or changing opportunities, technologies, standards or
customer requirements. Competitors may develop products and technologies that
are less expensive or technologically superior to our products. In addition, our
competitors may manufacture and market their products more successfully than we
do our products.

There is significant price competition in the markets in which we compete,
and we believe that pricing pressures are likely to continue. Certain
competitors may reduce prices in order to preserve or gain market share. To
successfully compete in this market, we must be able to manage our component and
product design costs. This pricing pressure, and our potential inability to
manage our component and product design costs, could result in significant price
erosion, reduced gross profit margins and loss of market share, which could
negatively affect our business, financial condition and operating results.

THE STORAGE DEVICE MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL EVOLUTION, AND
OUR SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP NEW PRODUCTS

The market for our products is characterized by rapidly changing technology
and evolving industry standards and is highly competitive with respect to timely
innovation. At this time, the data storage market is particularly subject to
change with the emergence of Fibre Channel protocol and new storage solutions
such as storage area networks, or SANs, and network attached storage, or NAS,
devices. The introduction of new products embodying new or alternative
technology or the emergence of new industry standards could render our existing
products obsolete or unmarketable. Our future success will depend in part on our
ability to anticipate changes in technology, to gain access to such technology
for incorporation into our products and to develop new and enhanced products on
a timely and cost-effective basis. Risks inherent in the development and
introduction of new products include:

- the difficulty in forecasting customer demand accurately;

- our inability to expand production capacity fast enough to meet customer
demand;

- the possibility that new products may cannibalize our current products;

- delays in our initial shipments of new products;

- competitors' responses to our introduction of new products; and

- the desire by customers to evaluate new products for longer periods of
time before making a purchase decision.

In addition, we must be able to maintain the compatibility of our products
with significant future device technologies, and we must rely on producers of
new device technologies to achieve and sustain market acceptance of those
technologies. Development schedules for high-technology products are subject to
uncertainty, and we may not meet our product development schedules.

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If we are unable, for technological or other reasons, to develop products in
a timely manner or if the products or product enhancements that we develop do
not achieve market acceptance, our business will be harmed.

WE RELY ON TAPE TECHNOLOGY FOR A SUBSTANTIAL PORTION OF OUR REVENUE

We derive a significant majority of our revenue from products that
incorporate some form of tape technology, including digital linear tape, or DLT.
Most often, these tape drive products are available from only a single
manufacturer, and we expect to continue to derive a substantial amount of
revenue from these products for the foreseeable future. As a result, our future
operating results significantly depend on the continued availability and market
acceptance of products employing tape drive technology. If products
incorporating other technologies gain comparable or superior market acceptance,
our business, financial condition and operating results would be adversely
affected unless we successfully develop and market products incorporating the
new technology.

WE DEPEND ON CERTAIN KEY SUPPLIERS, SOME OF WHICH ARE ALSO OUR COMPETITORS

We do not possess proprietary magnetic tape drive, optical disk,
high-density disk or other storage technologies and, consequently, we depend on
a limited number of third-party manufacturers to supply us with the devices that
we incorporate into our products. In some cases, these manufacturers are sole-
source providers of the device technology. Some of these sole-source
manufacturers market their own tape library products, and are thus also our
competitors. Quantum is the primary supplier of DLT drives and has, in the past,
allocated quantities of drives among its customers. It is possible that Quantum
will again resort to allocation and, as a result, we may not be able to meet our
future DLT drive requirements. It is likely that we will also depend on a small
number of suppliers in the event other device technologies supplement or
supplant DLT devices in any of our products.

In September 1998, Quantum acquired ATL Products. ATL designs, manufactures,
markets and services automated tape libraries that compete with our small and
mid-range library products. ATL may be able to manufacture and market these
competitive products more successfully than we can manufacture and market our
products, especially since ATL now has access to Quantum's financial and other
resources. Furthermore, because Quantum is now competing directly with us in
certain markets through ATL, Quantum may be unable to meet our demand for DLT
drives and media or may provide these products at less competitive prices.

Our other suppliers have in the past been, and may in the future be, unable
to meet our supply needs, including our needs for timely delivery, adequate
quantity and high quality. We do not have long-term contracts with any of our
significant suppliers. If these suppliers were to decide to pursue the tape
library market directly, they may cease supplying us with tape drives and media,
in which case we may be unable to obtain adequate supplies of tape drives and
media at acceptable prices, if at all. The partial or complete loss of any of
our suppliers could result in significant lost revenue, added costs and
production delays or may otherwise harm our business, financial condition,
operating results and customer relationships.

WE HAVE A CONCENTRATED CUSTOMER BASE, AND THEREFORE THE LOSS OF A SINGLE
CUSTOMER COULD NEGATIVELY AFFECT OUR OPERATING RESULTS

The majority of our end users purchase our products from value-added
resellers, or VARs. For the small and mid-range libraries, many of these VARs
purchase our products from large distributors such as Ingram Micro, Tech Data
and others. In fiscal 1998, Ingram Micro represented 22% and Tech Data
represented 15% of our net sales. We have no long-term orders with any of our
significant customers or distributors. Generally we sell products pursuant to
purchase orders. In addition, our distributors carry competing product lines
which they may promote over our products. A distributor may not continue to
purchase our products or market them effectively. Moreover, certain of our
contracts with

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our distributors contain "most favored nation" pricing provisions which mandate
that we offer our products to these customers at the lowest price offered to
other similarly situated customers.

Our operating results could be adversely affected if any of the following
factors were to occur relating to one or more of our significant resellers:

- the reduction, delay or cancellation of orders or the return of a
significant amount of products;

- the loss of one or more of such resellers; or

- any financial difficulties of such resellers that result in their
inability to pay amounts owed to us.

WE EXPECT TO INCREASE OUR FOCUS ON OEM SALES AND COULD BE ADVERSELY AFFECTED IF
OUR OEM SALES EFFORTS ARE NOT SUCCESSFUL

We rely on OEMs such as Dell Computer, Unisys, Exabyte, Tandberg Data and
Plasmon for the sale of our products, and are increasing our focus on sales to
OEMs. OEM sales represented less than 5% of sales in fiscal 1998, but we expect
this percentage to increase substantially in future periods. OEMs typically
conduct substantial and lengthy evaluation programs before certifying a new
product for inclusion in their product line. We may be required to devote
significant amounts of financial and human resources to these evaluation
programs with no assurance that our products will ever be selected. In addition,
even if selected by the OEM, there generally is no requirement that the OEM will
purchase any particular amount of product or that it will refrain from
purchasing competing products. Further, OEM sales typically feature lower
margins than we have obtained in the past through our other distribution
channels.

We recently announced that we anticipate entering into a supplier
relationship with IBM. We cannot assure you that we will ultimately enter into
this relationship or, if we do, that we will achieve any particular level of
sales or other benefits from this relationship.

Sales of our large libraries, and the revenue associated with the on-site
service of those libraries, are somewhat concentrated in specific customers,
including government agencies and Raytheon Company, the former parent company of
our subsidiary EMASS, Inc. If any of the resellers, OEMs or other large
customers decide not to continue to purchase our products, our business,
financial condition and operating results may be harmed.

OUR OPERATING RESULTS WOULD BE ADVERSELY AFFECTED BY A SIGNIFICANT AMOUNT OF
PRODUCT RETURNS

Our customers have rights in certain instances to return products to us, and
we may otherwise allow product returns if we think that doing so is in the
interests of maximizing the effectiveness of our sales channels. We estimate and
reserve for potential returns in our reported financial results. Actual returns
could exceed the level of our estimates due to new product introductions or
other changes affecting the market for our products. If returns are made at
levels that exceed our estimates, our financial results could be adversely
affected in the periods of these returns.

WE MAY MAKE ACQUISITIONS THAT ARE NOT SUCCESSFUL

We have in the past acquired businesses, and we may do so in the future.
Acquisitions present a number of risks, including:

- our ability to successful integrate the acquired entity's operations,
technologies and products with our own;

- our ability to retain key customers and employees;

- our ability to manage a larger and more diverse business, a portion of
which may be in markets where we have no or limited prior experience;

10
<PAGE>
- unanticipated costs associated with the integration of the acquired entity
into our business;

- the diversion of management's attention from our core business during the
acquisition process; and

- potential adverse effects on existing business relationships with
suppliers and customers.

Additionally, we expect that the consideration paid for future acquisitions,
if any, could be in the form of cash, stock, assumption of indebtedness and/or
rights to purchase stock. Dilution to existing shareholders and to earnings per
share may result to the extent that shares of stock or other rights to purchase
stock are issued in connection with any such future acquisitions. Dilution may
occur if the earnings from such acquisitions do not exceed associated interest
and other charges. We may also incur charges from the completion of acquisitions
such as the expense of in-process research and development for the EMASS
acquisition or severance or other charges arising from the integration of the
business.

MANAGEMENT CAN SPEND THE PROCEEDS OF THIS OFFERING IN WAYS WITH WHICH THE
SHAREHOLDERS MAY NOT AGREE

Our management can spend the net proceeds from this offering in ways with
which the shareholders may not agree. One way we may use these proceeds is for
minority investments in complementary businesses. We have made aggregate
investments of $15.0 million in three such businesses over the past two years.
Our past and future investments may not be successful, and even if the
underlying business is successful, there may not be a liquid market in which to
sell our securities or other means for us to realize profit from such
investments. We carry these investments on our balance sheet on a cost, as
opposed to equity, basis, which may not reflect the investments' current market
value. We cannot assure you that our investments and use of the net proceeds of
this offering will yield favorable returns or results.

OUR VALUATION OF ACQUIRED IN-PROCESS TECHNOLOGY COULD BE CHALLENGED

In accordance with applicable accounting rules, the cost to acquire EMASS
was allocated to the acquired assets and liabilities based on their fair value.
Our analysis of fair value included a valuation of acquired in-process
technology and other intangible assets. Valuation of such assets was performed
by an independent third-party appraisal company. While we believe that the
portion of the purchase price allocated to acquired in-process technology was
appropriate, allocations by technology companies to acquired in-process
technology in other purchase accounting applications have recently received
increased scrutiny by the SEC. If the SEC questions the valuation, we cannot be
certain that our allocation of approximately $4.5 million will remain unchanged.
A change in the valuation of acquired in-process technology may have a negative
effect on our operating results.

WE MAY NOT BE ABLE TO SUSTAIN OUR CURRENT GROWTH OR EFFECTIVELY MANAGE ANY
FUTURE GROWTH

We are experiencing rapid growth. This growth has resulted in, and may
possibly create in the future, additional capacity requirements, new and
increased responsibilities for management personnel, and added pressures on our
operating and financial systems. Our facilities, personnel and operating and
financial systems may not be sufficient to manage and sustain our current or
future growth, and additional growth may detract from our ability to respond to
new opportunities and challenges quickly. Our ability to manage any future
growth effectively will also depend on our ability to hire and retain qualified
management, sales and technical personnel. If we are unable to manage growth
effectively or hire and retain qualified personnel, our business, financial
condition and operating results could be materially negatively affected. In
addition, to the extent expected revenue growth does not materialize, increases
in our selling and administrative costs that are based on anticipated revenue
growth could harm our operating results.

11
<PAGE>
ANY INABILITY TO MEET OUR FUTURE CAPITAL REQUIREMENTS WOULD LIMIT OUR ABILITY TO
GROW

We may need, or could elect, to seek additional funding in the future. In
the event we need to raise additional funds, we may not be able to do so on
favorable terms, if at all. Further, if we issue equity securities, shareholders
may experience additional dilution or the new equity securities may have rights,
preferences or privileges senior to those of our existing securities. If we
cannot raise funds on acceptable terms, we may not be able to develop or enhance
our products, take advantage of future opportunities or respond to competitive
pressures or unanticipated requirements.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS MAY ADVERSELY AFFECT OUR BUSINESS

Net sales to customers outside the United States accounted for 33% of net
sales in fiscal 1998 and 45% in the nine months ended July 31, 1999. We believe
that international sales will continue to represent a significant portion of our
net sales. Our international operations and sales to customers outside the
United States subject us to a number of risks, including:

- the imposition of governmental controls;

- exposure to foreign exchange risk;

- the need to comply with a wide variety of foreign and U.S. export laws;

- political and economic instability in certain international markets;

- trade restrictions and protectionist laws and business practices that
favor local competition;

- changes in tariffs and tax laws;

- longer payment cycles typically associated with international sales and
potential difficulties in collecting accounts receivable;

- potentially lower level of protection of our intellectual property than in
the United States;

- greater difficulty of administering business overseas;

- the need to support multiple languages;

- difficulty recruiting sales and technical support personnel with the
skills to support our products;

- potential severance exposure related to our employee agreements with our
European employees; and

- dependence on local vendors.

Furthermore, although we endeavor to meet standards established by foreign
regulatory bodies, we may not be able to comply with changes in foreign
standards in the future. Our inability to design products to comply with foreign
standards could harm our business, financial condition and operating results.

WE MAY BE SUED BY OUR CUSTOMERS FOR PRODUCT LIABILITY CLAIMS AS A RESULT OF
FAILURES IN OUR DATA STORAGE PRODUCTS

We face potential liability for performance problems of our products because
our end users employ our storage technologies for the storage and backup of
important data. Although we maintain general liability insurance, our insurance
may not cover potential claims of this type or may not be adequate to indemnify
us for all liability that may be imposed. Any imposition of liability that is
not covered by insurance or is in excess of our insurance coverage could harm
our business.

WE MAY FACE CURRENCY RISKS ASSOCIATED WITH FLUCTUATING FOREIGN CURRENCY
VALUATIONS

Currently, approximately one-half of our international sales are denominated
in U.S. dollars, and fluctuations in the value of foreign currencies relative to
the U.S. dollar could therefore make our

12
<PAGE>

products less price competitive. The remaining portion of our international
sales are denominated in foreign currencies, primarily the German mark, British
pound sterling and French franc. A decrease in the value of a relevant foreign
currency in relation to the U.S. dollar after establishing prices and before our
receipt of payment and conversion of such payment to U.S. dollars would have an
adverse effect on our operating results. Furthermore, the expenses of our
international subsidiaries are denominated in their local currencies. Because we
currently engage in only limited foreign currency hedging transactions, our
operating results could be adversely affected by movement in foreign currency
exchange rates.

WE MAY NEED TO UPGRADE OUR FINANCIAL AND OTHER SOFTWARE TO ACCOUNT FOR THE
EUROPEAN ECONOMIC COMMUNITY'S ADOPTION OF THE EURO

On January 1, 1999, certain member states of the European Economic Community
fixed their respective currencies to a new currency, commonly known as the Euro.
During the three years beginning January 1, 1999, business in these countries
will be conducted both in the existing national currency, such as the French
franc or the German mark, as well as the Euro. Thereafter, all transactions must
be recorded in Euros. We will need to ensure that our financial and other
software systems are capable of processing transactions and properly handling
both the existing currencies and the Euro. We are still assessing the impact
that the introduction and use of the Euro will have on our internal systems. We
do not currently expect the introduction and use of the Euro will materially
affect our business; however, if we encounter unexpected difficulties, our
business could be harmed.

A NUMBER OF KEY PERSONNEL ARE CRITICAL TO THE SUCCESS OF OUR BUSINESS

Our future success depends in large part on our ability to retain certain
key executives and other personnel, some of whom have been instrumental in
establishing and maintaining strategic relationships with key suppliers and
customers. We do not have any employment agreements with our U.S. employees,
except for change of control agreements with our executive officers. Our future
growth and success will depend in large part on our ability to hire, motivate
and retain highly qualified management, technical, operations, sales and
marketing personnel. Competition for such personnel is intense in the
high-technology industry, particularly in the Seattle and Denver areas. We may
not be able to retain our existing personnel or attract additional qualified
personnel in the future. In addition, companies in our industry whose employees
accept positions with competitors frequently claim that the competitors have
engaged in unfair hiring practices. We may receive such claims in the future as
we seek to hire qualified personnel, and such claims could result in litigation.
Regardless of the merits of these claims, we could incur substantial costs in
defending ourselves against these claims.

A FAILURE TO DEVELOP AND MAINTAIN PROPRIETARY TECHNOLOGY WILL NEGATIVELY AFFECT
OUR BUSINESS

Because our business depends on technology, our ability to compete
effectively depends in part on our ability to develop and maintain proprietary
aspects of our technology. We hold patents on various design elements of our
automated storage library products in the United States and international
jurisdictions, and we are pursuing additional patent applications. We cannot be
certain, however, that we will receive any future patents or that any patents we
do receive will be valid or provide meaningful protection for our product
innovations. We also rely on a combination of copyright, trademark, trade secret
and other intellectual property laws and various contract rights to protect our
proprietary rights. Such rights, however, may not preclude competitors from
developing products that are substantially equivalent or superior to our
products. In addition, many aspects of our products are not subject to
intellectual property protection and can therefore be reproduced by our
competitors.

While we are not currently engaged in any intellectual property litigation
or proceedings, we may become so involved in the future. We are now, and we may
in the future be, subject to claims or inquiries regarding our alleged
unauthorized use of a third party's intellectual property. An adverse outcome in
litigation could subject us to significant liabilities to third parties, require
us to license

13
<PAGE>

technology from others or require us to cease marketing or using certain
products, any of which could negatively affect our business, financial condition
and operating results. If we are required to seek licenses under patents or
proprietary rights of others, we may not be able to acquire these licenses on
acceptable terms, if at all. In addition, the cost of responding to an
intellectual property infringement claim, in terms of legal fees and expenses
and the diversion of management resources, whether or not the claim is valid,
could harm our business, financial condition and operating results.

OUR INCREASED RESEARCH AND DEVELOPMENT SPENDING MAY NOT YIELD RESULTS THAT
JUSTIFY THE COSTS INCURRED

We are substantially increasing our research and development spending over
that of prior periods. Our products and markets are technologically advanced and
rapidly evolving, and we cannot be assured that these efforts will successfully
provide us with new or upgraded products that will be competitive. If these
programs are not successful, our increased investment in research and
development will not yield corresponding benefits to us.

UNDETECTED SOFTWARE OR HARDWARE ERRORS COULD INCREASE OUR COSTS AND REDUCE OUR
REVENUE

We may not be able to adequately control and eliminate manufacturing flaws.
Our products operate near the limits of electronic and physical performance and
are designed and manufactured with relatively small tolerances. If flaws in
design, production, assembly or testing were to occur in our products or those
of our vendors, we could experience a rate of failure in our products that would
result in substantial repair or replacement costs and potential damage to our
reputation. Continued improvement in manufacturing capabilities and control of
material and manufacturing quality and costs are critical factors in our future
growth. We frequently revise and update manufacturing and test processes to
address engineering and component changes to our products and evaluate the
reallocation of manufacturing resources among our facilities. We cannot assure
you that our efforts to monitor, develop and implement appropriate test and
manufacturing processes for our products will be sufficient to permit us to
avoid a rate of failure in our products that results in substantial shipment
delays, significant repair or replacement costs and damage to our reputation. In
addition, our products are combined with products from other vendors. As a
result, when problems occur, it is difficult to identify the source of the
problem. These problems may cause us to incur significant warranty and repair
costs, divert the attention of our engineering personnel from our product
development efforts and cause significant customer relations problems.

WE FACE SUBSTANTIAL WARRANTY EXPOSURE

We generally provide product warranties for varying lengths of time. In the
past, we have incurred higher warranty expenses relating to new products than we
typically incur with established products. In anticipation of such expenses, we
establish allowances for the estimated liability associated with product
warranties. However, these warranty allowances may be inadequate, and we may
incur substantial warranty expenses in the future with respect to new or
established products.

WE HAVE ANTITAKEOVER PROVISIONS IN PLACE THAT MAKE IT MORE DIFFICULT FOR A THIRD
PARTY TO ACQUIRE US

Our board of directors has the authority, without any action by the
shareholders, to issue up to 2,000,000 shares of preferred stock and to fix the
rights and preferences of such shares. In addition, we have adopted a
shareholder rights plan involving the issuance of preferred stock purchase
rights designed to protect our shareholders from abusive takeover tactics by
causing substantial dilution to a person or group that attempts to acquire us on
terms not approved by our board. Certain provisions in our articles of
incorporation, bylaws and shareholder rights plan, as well as Washington law,
and the ability of our board to issue preferred stock, may have the effect of
delaying, deferring or preventing a change in control, may discourage bids for
our common stock at a premium over its market price and may adversely affect the
market price, and the voting and other rights of the holders, of common stock.

14
<PAGE>
OUR STOCK PRICE MAY BE EXTREMELY VOLATILE

The market price of our common stock has experienced fluctuations since it
commenced trading in October 1996 and is likely to fluctuate significantly in
the future. Our stock price can fluctuate for a number of reasons, including:

- announcements about us or our competitors;

- quarterly variations in operating results;

- the introduction of new technology or products or changes in product
pricing policies by us or our competitors;

- comments regarding us and the data storage market made on Internet
bulletin boards; and

- changes in earnings estimates by analysts or changes in accounting
policies.

In addition, stock markets have experienced extreme price and volume
volatility in recent years. This volatility has had a substantial effect on the
market prices of securities of many smaller public companies for reasons
frequently unrelated or disproportionate to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of our common stock.

RISKS ASSOCIATED WITH YEAR 2000 NONCOMPLIANCE MAY ADVERSELY AFFECT OUR BUSINESS

We believe that the purchasing patterns of our customers and potential
customers may be affected by year 2000 compliance issues as organizations expend
significant resources to correct their current software systems in anticipation
of year 2000. These expenditures may result in reduced funding available to such
entities for other information technology purchases, such as the products and
services we offer. Furthermore, our customers and potential customers may defer
information technology purchases generally until early in the next millennium to
avoid year 2000 compliance problems. Any such deferral of purchases by our
customers or potential customers could harm our business, financial condition
and operating results. See additional year 2000 risk factors in "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Readiness Disclosure."

FORWARD-LOOKING STATEMENTS

In this prospectus, we make statements that relate to our future plans,
objectives, expectations and intentions that involve risks and uncertainties. We
have based these statements on our current expectations and projections about
future events. These statements may be identified by the use of words such as
"expect," "anticipate," "intend," "plan," "believe" and "estimate" and similar
expressions. Any statements that refer to expectations, projections or other
characterizations of future events or circumstances are forward-looking
statements. Our actual results could differ materially from those discussed in,
or implied by, these statements. Factors that could contribute to such
differences include, but are not limited to, those discussed in the "Risk
Factors" section and elsewhere in this prospectus. We are not obligated to
update or revise these forward-looking statements to reflect new events or
circumstances. Forward-looking statements in this prospectus include, but are
not limited to:

- our expectation that we will compete effectively in the storage management
software market;

- our expectation that cash flow from operations will increase over the
remainder of fiscal 1999;

- the anticipated growth in the open system storage solutions market;

- our ability to develop relationships with strategic partners;

- our success in developing new and enhanced products to take advantage of
market opportunities;

15
<PAGE>
- our ability to achieve year 2000 compliance or the impact on us of any
third party's failure to achieve year 2000 compliance;

- our expectation of increasing sales to OEMs;

- our ability to successfully execute our strategies;

- our ability to expand the scope of our international sales efforts; and

- the ability of our manufacturing plants in Colorado and Germany to become
ISO 9001 certified.

WHERE YOU CAN FIND MORE INFORMATION

AVAILABLE INFORMATION

We file annual, quarterly and special reports, as well as registration and
proxy statements and other information, with the SEC. These documents may be
read and copied at the Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the SEC's regional offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048 and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You can get further
information about the SEC's Public Reference Room by calling 1-800-SEC-0330. The
SEC also maintains a Web site at http://www.sec.gov that contains reports,
registration statements and other information regarding registrants like us that
file electronically with the SEC.

This prospectus is part of a registration statement on Form S-3 filed by us
with the SEC under the Securities Act of 1933 with respect to this offering of
common stock. As permitted by the SEC, this prospectus does not contain all of
the information in the registration statement filed with the SEC. For a fuller
understanding of this offering, you should refer to the complete registration
statement on Form S-3 that may be obtained from the locations described above.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with
the SEC, which means that we can disclose important information to you by
referring you to documents we filed with the SEC. We incorporate by reference
the documents listed below, and any additional documents filed by us with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until this offering is terminated. The information we incorporate by
reference is part of this prospectus, and any later information that we file
with the SEC will automatically update and supersede this information.

The documents we incorporate by reference are:

(1) our Annual Report on Form 10-K for the fiscal year ended October 31,
1998;

(2) our Quarterly Reports on Form 10-Q for the quarters ended January 31,
1999, April 30, 1999 and July 31, 1999; and

(3) the description of our capital stock, including our rights plan,
contained in our registration statement on Form 10, as amended, effective
as of September 10, 1996, including any amendment or report filed for the
purpose of updating this description.

Documents incorporated by reference, excluding exhibits, are available from
us without charge. You may obtain documents incorporated by reference by
requesting them in writing from Advanced Digital Information Corporation,
P.O. Box 97057, 11431 Willows Road N.E., Redmond, Washington 98073-9757,
Attention: Emily Taggart, or by calling (425) 881-8004. Our Internet address is
www.adic.com. Information contained on our Web site does not constitute part of
this prospectus.

16
<PAGE>
USE OF PROCEEDS

We expect to receive approximately $126.1 million in net proceeds from the
sale of the 5,000,000 shares of common stock offered in this offering, assuming
a public offering price of $26.625 per share ($145.0 million if the underwriters
exercise their over-allotment option in full), after deducting the estimated
underwriting fees and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering for repayment of
indebtedness, working capital and general corporate purposes, as well as the
possible acquisition of or investment in complementary businesses and
technologies. The indebtedness we intend to repay is an unsecured note payable
to Seafirst Bank due August 2003 which was incurred by us in connection with the
acquisition of EMASS. At July 31, 1999, the balance was $7.2 million. The note
bears interest at an adjusted LIBOR rate, which at July 31, 1999 was 6.53%.
While we regularly evaluate acquisitions of and investments in complementary
businesses and technologies, we currently have no binding commitments or
agreements with respect to any such transactions. Pending use of the net
proceeds, we intend to invest them in interest-bearing, investment-grade
securities.

PRICE RANGE OF COMMON STOCK

Our common stock is traded on the Nasdaq National Market under the symbol
"ADIC." The following table sets forth, for the periods indicated, the high and
low sale prices per share of our common stock as reported on the Nasdaq National
Market.

<TABLE>
<CAPTION>
PRICE RANGE OF COMMON
STOCK
----------------------
<S> <C> <C>
HIGH LOW
FISCAL YEAR ENDED OCTOBER 31, 1997
First Quarter............................................. $11 1/2 $ 5
Second Quarter............................................ $11 1/8 $ 6 1/16
Third Quarter............................................. $ 9 5/8 $ 6 7/8
Fourth Quarter............................................ $11 3/8 $ 7 5/16

FISCAL YEAR ENDED OCTOBER 31, 1998
First Quarter............................................. $10 1/4 $ 6 25/32
Second Quarter............................................ $ 9 31/32 $ 7
Third Quarter............................................. $10 1/4 $ 4 3/8
Fourth Quarter............................................ $ 6 15/16 $ 3 1/16

FISCAL YEAR ENDING OCTOBER 31, 1999
First Quarter............................................. $10 3/8 $ 6 9/16
Second Quarter............................................ $11 3/4 $12 19/32
Third Quarter............................................. $24 15/16 $10 3/8
Fourth Quarter (through August 30, 1999).................. $26 7/8 $16 11/16
</TABLE>

On August 12, 1999, we effected a two-for-one stock split of all outstanding
shares of our common stock in the form of a share dividend on shares of our
common stock outstanding on August 6, 1999. The table above has been adjusted to
reflect the stock split.

On August 30, 1999, the reported last sale price of our common stock on the
Nasdaq National Market was $26 5/8 per share. As of July 31, 1999, there were
approximately 230 shareholders of record of our common stock.

DIVIDEND POLICY

We have not declared or paid any dividends on our capital stock during any
of the periods presented above. We currently intend to retain future earnings,
if any, for use in the operation and expansion of our business and do not
anticipate paying any cash dividends in the foreseeable future.

17
<PAGE>
CAPITALIZATION

The following table shows our capitalization as of July 31, 1999 on an
actual basis and as adjusted to give effect to our receipt of the estimated net
proceeds from the sale of 5,000,000 shares of common stock offered by us at an
assumed public offering price of $26.625 per share:

<TABLE>
<CAPTION>
AS OF JULY 31, 1999
--------------------------
ACTUAL AS ADJUSTED
(IN THOUSANDS)
<S> <C> <C>
Current portion of long-term debt..................................................... $ 8,549 $ 5,729
========= =========

Long-term debt........................................................................ $ 9,102 $ 4,722
--------- ---------

Shareholders' equity:
Preferred stock, no par value; 2,000,000 shares authorized, none issued and
outstanding....................................................................... -- --

Common stock, no par value; 40,000,000 shares authorized, 20,195,644 issued and
outstanding, actual; 25,195,644 shares issued and outstanding, as adjusted(1)..... 50,511 176,580

Retained earnings................................................................... 27,153 27,153

Cumulative translation adjustment................................................... (862) (862)
--------- ---------

Total shareholders' equity........................................................ 76,802 202,871
--------- ---------

Total capitalization............................................................ $ 85,904 $ 207,593
========= =========
</TABLE>

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

(1) Excludes 3,099,872 shares of common stock reserved for issuance under our
stock option plans, of which 2,412,502 shares were subject to outstanding
options as of July 31, 1999 at a weighted average exercise price of $6.56
per share.

18
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

In the table below, we provide our selected historical consolidated
financial data. We have prepared this information using our consolidated
financial statements for the five years ended October 31, 1998 and the nine
months ended July 31, 1998 and 1999. The information shown below reflects our
operation as a subsidiary of Interpoint Corporation from February 11, 1994 to
October 15, 1996. On October 15, 1996, Interpoint spun us off into a separate
company. The financial statements for the five years ended October 31, 1998 have
been audited. The financial statements for the nine months ended July 31, 1998
and 1999 have not been audited. Operating results for the nine months ended
July 31, 1999 are not necessarily indicative of results that may be expected for
the full fiscal year. It is important that you read this selected historical
consolidated financial data along with our historical annual and interim
financial statements and related notes included in this prospectus, as well as
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEARS ENDED OCTOBER 31, JULY 31,
----------------------------------------------------- --------------------
1994(1) 1995 1996 1997 1998(2) 1998 1999(2)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net sales.......................................... $ 20,083 $ 31,716 $ 58,957 $ 93,204 $ 114,557 $ 72,986 $ 160,379
Cost of sales...................................... 13,495 22,107 41,887 65,556 81,389 51,791 105,830
--------- --------- --------- --------- --------- --------- ---------
Gross profit..................................... 6,588 9,609 17,070 27,648 33,168 21,195 54,549
Operating expenses:
Selling and administrative....................... 5,000 8,001 9,846 13,556 20,793 12,944 27,502
Acquired in-process technology................... -- -- -- -- 4,492 -- --
Acquisition expenses............................. 590 -- -- -- -- -- --
Research and development......................... 1,037 1,097 1,542 2,910 4,483 2,063 9,490
--------- --------- --------- --------- --------- --------- ---------
Operating profit (loss)............................ (39) 511 5,682 11,182 3,400 6,188 17,557
Other income (expense)............................. (102) (296) (394) 1,481 1,329 1,238 472
--------- --------- --------- --------- --------- --------- ---------
Income (loss) before provision (benefit) for income
taxes............................................ (141) 215 5,288 12,664 4,729 7,426 18,029
Provision (benefit) for income taxes............... (99) (77) 1,858 4,167 3,174 2,379 6,504
Minority interest.................................. -- -- -- -- 25 -- 381
--------- --------- --------- --------- --------- --------- ---------
Net income (loss).................................. $ (42) $ 292 $ 3,430 $ 8,497 $ 1,530 $ 5,047 $ 11,144
========= ========= ========= ========= ========= ========= =========
Basic net income per share(3)...................... $ 0.00 $ 0.02 $ 0.21 $ 0.47 $ 0.08 $ 0.26 $ 0.56
========= ========= ========= ========= ========= ========= =========
Diluted net income per share(3).................... $ 0.00 $ 0.02 $ 0.21 $ 0.46 $ 0.08 $ 0.25 $ 0.54
========= ========= ========= ========= ========= ========= =========
</TABLE>

<TABLE>
<CAPTION>
AS OF OCTOBER 31, AS OF
----------------------------------------------------- JULY 31,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents............................... $ 184 $ 624 $ 10,437 $ 32,807 $ 28,226 $ 31,658
Working capital......................................... 4,156 7,249 24,596 53,358 66,582 61,395
Total assets............................................ 8,710 13,943 36,710 75,194 112,407 129,676
Long-term debt and loan from Interpoint, excluding
current portion....................................... 2,358 5,434 -- -- 18,368 9,102
Shareholders' equity.................................... 3,027 3,387 26,387 60,110 63,003 76,802
</TABLE>

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

(3) Earnings per share data have been restated to conform with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share."

19
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXCEPT FOR HISTORICAL INFORMATION, THE DISCUSSION IN THIS PROSPECTUS
CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH
FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THOSE STATEMENTS INCLUDING THE
WORDS "EXPECT," "ANTICIPATE," "INTEND" AND "BELIEVES" AND SIMILAR EXPRESSIONS.
OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS
PROSPECTUS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE,
BUT ARE NOT LIMITED TO, THE RISKS DISCUSSED IN THE "RISK FACTORS" SECTION IN
THIS PROSPECTUS.

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS AND THE RELATED NOTES INCLUDED ELSEWHERE IN THIS
PROSPECTUS.

OVERVIEW

We provide hardware and software data storage solutions to the open systems
marketplace. Our storage solutions integrate into a wide range of rapidly
evolving network computing environments and are designed to enable organizations
to organize, protect and retrieve complex mission-critical data. We design,
manufacture, sell and support specialized data storage hardware and software
products and provide related services. Currently, we derive substantially all of
our revenue from the sale of storage libraries and related service and support.
As a result of our investments in software development, we expect sales of our
proprietary software products to increase in the future. We distribute our
products primarily through value-added resellers, or VARs, and original
equipment manufacturers, or OEMs, and we also sell directly to large end users.

Since 1997, our general trends include growth in sales of library products,
growth in international sales, a reduction in sales of standalone digital linear
tape, or DLT, tape drives and growth in our OEM business. Gross profit margins
depend on a number of factors, including customer and product mix, price
competition and tape drive costs. We cannot assure you that we can maintain our
gross margin levels.

In August 1998, we acquired EMASS, Inc. for $25.0 million in cash and the
assumption of $2.0 million in indebtedness, and expensed $4.5 million of
acquired in-process research and development. EMASS established our presence in
Denver and expanded our operations in Europe. This acquisition brought with it
certain product offerings, including large-scale libraries and proprietary
software products designed to operate in conjunction with our hardware products
and the hardware products of our competitors. Additionally, we gained a field
service organization which now serves our combined businesses. The acquisition
of EMASS resulted in increases in our net sales, selling and administrative
expenses and research and development expenses. However, as a result of the
complete integration of the EMASS business into our existing business, we do not
separately track the operating results of the former EMASS business.

Net sales outside the United States accounted for 33% of our net sales in
fiscal 1998 and 45% of our net sales in the first nine months of fiscal 1999.
This increase reflects our EMASS acquisition. Foreign currency gains or losses
arise as a result of our operation of European subsidiaries, the functional
currencies of which are the French franc and German mark. All monetary assets
are translated into the functional currencies on the financial statements of
these subsidiaries. Some U.S. dollar receivables and payables in these
subsidiaries offset each other to reduce our exposure to transaction gains and
losses. To the extent that these monetary assets and liabilities do not fully
offset each other and the U.S. dollar exchange rate changes with respect to
these currencies, transaction gains or losses may result. For large sales
denominated in other currencies, we attempt to implement appropriate hedging
strategies.

20
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth, as a percentage of net sales, consolidated
statement of operations data for the periods indicated:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED NINE MONTHS ENDED
OCTOBER 31, JULY 31,
------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999

<CAPTION>
(AS A PERCENTAGE OF NET SALES)
<S> <C> <C> <C> <C> <C>
Net sales........................................................ 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales.................................................... 71.0 70.3 71.0 71.0 66.0
--------- --------- --------- --------- ---------
Gross profit................................................... 29.0 29.7 29.0 29.0 34.0
Operating expenses:
Selling and administrative..................................... 16.7 14.5 18.2 17.7 17.1
Acquired in-process technology................................. -- -- 3.9 -- --
Research and development....................................... 2.6 3.1 3.9 2.8 6.0
--------- --------- --------- --------- ---------
Operating profit................................................. 9.7 12.1 3.0 8.5 10.9
Other income (expense)........................................... (0.7) 1.6 1.1 1.7 0.3
--------- --------- --------- --------- ---------
Income before provision for income taxes......................... 9.0 13.7 4.1 10.2 11.2
Provision for income taxes....................................... 3.2 4.5 2.8 3.3 4.1
Minority interests............................................... -- -- -- -- 0.2
--------- --------- --------- --------- ---------
Net income....................................................... 5.8% 9.2% 1.3% 6.9% 6.9%
========= ========= ========= ========= =========
</TABLE>

NINE MONTHS ENDED JULY 31, 1999 COMPARED TO NINE MONTHS ENDED JULY 31, 1998

NET SALES. Net sales for the nine months ended July 31, 1999 were
$160.4 million, an increase of 120% compared to the nine months ended July 31,
1998. This increase in net sales reflects the inclusion of revenue associated
with the acquisition of EMASS, as well as strong sales growth across our major
product lines in both our branded products and OEM business.

GROSS PROFIT. Gross profit was $54.5 million or 34% of net sales for the
nine months ended July 31, 1999 compared to $21.2 million or 29% of net sales
for the same period in fiscal 1998. Gross profit percentage for the nine-month
period was higher than the same period in fiscal 1998 due to a shift in product
mix toward higher-margin tape libraries, software and service, and away from
lower-margin standalone tape drives and media, as well as the effects of overall
volume increases. Offsetting this trend were higher overhead costs associated
with our new Washington facility and increases in personnel to support the OEM
business, all of which began to be incurred late in the second quarter of fiscal
1998.

SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
were $27.5 million or 17% of net sales for the nine months ended July 31, 1999
compared to $12.9 million or 18% of net sales for the same period in fiscal
1998. The dollar increase in selling and administrative expenses in the nine
months ended July 31, 1999 over the comparable period in fiscal 1998 was due to
increased sales and administrative personnel both in the headquarters office and
in regional offices throughout the United States. The slight percentage decrease
in selling and administrative expenses was due to the increase in net sales.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses were
$9.5 million or 6% of net sales for the nine months ended July 31, 1999 compared
to $2.1 million or 3% of net sales for the same period in fiscal 1998. Much of
this increase relates to an emphasis on software-based products. We intend to
maintain this higher level of research and development spending as we continue
investing heavily in software development and new hardware products.

21
<PAGE>

OTHER INCOME. Other income for the nine months ended July 31, 1999 was
$472,000 compared to $1.2 million for the same period in fiscal 1998. This
decrease reflects lower interest income that is the result of lower cash
balances reflecting cash utilization for the acquisition of EMASS in August 1998
and an investment in Network Integrity, Inc. in December 1998, as well as for
paydown of our long-term debt. Interest expense of $729,000 in fiscal 1999
relates primarily to interest on a bank loan, the proceeds of which were used to
partially finance the acquisition of EMASS. The gain on sale of marketable
equity securities relates to investments in certain securities made during
fiscal 1998 and sold during the first quarter of fiscal 1999.

PROVISION FOR INCOME TAXES. Income tax expense for the nine months ended
July 31, 1999 was $6.5 million compared to $2.4 million for the same period in
fiscal 1998. We believe that the 36% effective tax rate reflected in our results
for the nine months ended July 31, 1999, which includes taxes paid in various
federal, state and international jurisdictions, is generally indicative of our
effective tax rate in future periods. There are significant deferred tax assets
associated with net operating loss carryforwards and other timing differences
associated with subsidiaries acquired in the EMASS transaction. A valuation
allowance has been established on these deferred tax assets because it is more
likely than not that these deferred assets will not be realized. In the event
that earnings of these companies allow us to deduct these expenses for tax
purposes and recognize these assets, we will reallocate the purchase price to
reduce noncurrent intangible assets related to the acquisition.

FISCAL YEARS ENDED OCTOBER 31, 1996, 1997 AND 1998

NET SALES. We generated net sales of $114.6 million, $93.2 million and
$59.0 million in fiscal 1998, 1997 and 1996, respectively. The 23% increase in
net sales in fiscal 1998 compared to fiscal 1997 relates both to an increase in
sales of small libraries and to the inclusion of EMASS sales in the fourth
quarter of fiscal 1998, offset by a significant decrease in standalone tape
drive and media sales between fiscal 1998 and 1997. The increase in small
library sales is due to market growth as well as to our OEM sales under
agreements entered into during fiscal 1998. These OEM sales consisted primarily
of the FastStor products introduced in the final quarter of fiscal 1997. The
transition during fiscal 1998 of DLT tape drives, supplied by Quantum, from a
condition of supply constraint to one of general availability was a major factor
in the reduction of sales of standalone DLT tape drives and a reduction in sales
to our distributors and resellers as they reduced their inventories of these
products. Tape drives purchased from third-party manufacturers, primarily DLT
drives, involve rapidly changing technology. To remain competitive, we sometimes
reduce prices on our library products in response to decreases in purchased tape
drive cost. In fiscal 1998, primarily due to declining tape drive prices, we
lowered prices on certain library and other products.

The 58% increase in net sales in fiscal 1997 compared to fiscal 1996 was
primarily due to strong unit sales volume of our DLT-based products,
particularly the VLS DLT and Scalar automated tape libraries, and the DS9000
series standalone tape drives. Net sales of older products, including 4mm/ DAT
and 8mm tape libraries decreased in fiscal 1997.

International sales were $37.9 million, $30.6 million and $21.2 million in
fiscal 1998, 1997 and 1996, respectively, accounting for 33% of net sales in
both fiscal 1998 and 1997 and 36% of net sales in fiscal 1996.

GROSS PROFIT. Gross profit was $33.2 million, $27.6 million and
$17.1 million in fiscal 1998, 1997 and 1996, respectively, representing 29%, 30%
and 29% of net sales, respectively. The decrease in gross profit margin in
fiscal 1998 was due to many factors, including higher overhead associated with
our new Washington facility, increases in personnel to support our OEM business,
and lower than anticipated product revenues, particularly in the third quarter
of fiscal 1998. Gross profit margins decreased further due to certain product
price reductions. These factors more than offset the benefit of a shift in
product mix toward higher-margin libraries and away from lower-margin standalone
products. The gross profit

22
<PAGE>

margin in the fourth quarter of fiscal 1998 benefited from the larger libraries
and software sales of EMASS, but was reduced by a $513,000 charge to cost of
goods sold as a result of purchase accounting adjustments to record EMASS
inventory at its fair market value. Gross profit margin for fiscal 1997 was
higher than fiscal 1996 due to a shift in product mix toward higher-margin
Scalar libraries and product cost-reduction efforts. The cost of direct
material, including tape drives, comprised a substantial majority of cost of
sales in fiscal 1998, 1997 and 1996.

SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
were $20.8 million, $13.6 million and $9.8 million in fiscal 1998, 1997 and
1996, respectively, representing 18%, 15% and 17% of net sales, respectively.
The increase both in absolute dollars and as a percentage of net sales in fiscal
1998 over fiscal 1997 is due to increased sales personnel in our headquarters,
regional and international sales offices, increased advertising and promotion
costs and increased costs associated with our new headquarters facility. In
addition, with the purchase of EMASS we acquired duplicate assets consisting of
computer systems to track product serial numbers and customer service
information. These assets totaled $380,000 and were expensed subsequent to the
acquisition.

Selling and administrative expenses for fiscal 1997 decreased as a
percentage of net sales as higher net sales reflected the benefits of our
significant investments in sales and marketing resources in fiscal 1996. The
dollar increase in selling and administrative expenses in fiscal 1997 over
fiscal 1996 was primarily due to additions to sales and marketing staff,
increased advertising costs and increased administrative overhead.

ACQUIRED IN-PROCESS TECHNOLOGY. In connection with the purchase of EMASS,
acquired in-process technology was identified and valued by an independent third
party at $4.5 million, approximately 18% of the total purchase price, and was
expensed immediately. The value of acquired in-process technology was determined
by estimating the stage of development of each in-process research and
development project at the date of acquisition and estimating cash flows
resulting from anticipated revenues generated from such projects, and then
discounting the projected net cash flow. Projects we are currently pursuing
include a new large library storage product and associated software, as well as
separate software products using UNIX and Windows NT platforms. Of the total
value of acquired in-process technology, 49% was associated with the in-process
library products and 51% with the in-process software products. We expect that
these products, if successfully developed, will replace existing large library
and software products. We expect that customer service and maintenance contracts
will, however, continue to provide revenue associated with the older products.

We expect to incur significant costs to develop the acquired in-process
technology into commercially viable products. The majority of the development
costs associated with the library product are expected to be incurred in fiscal
1999, with the product release anticipated for the first half of fiscal 2000.
Costs include engineering time and material, in addition to costs associated
with prototype and test systems. One of the software products was released in
fiscal 1999, and we will continue to incur development costs through the release
of the remaining software products and versions, which are expected in fiscal
2000. Expenses incurred subsequent to August 1998 are included in research and
development expenses. We believe that each of these projects will be
successfully developed; however, if they are not, our sales and profitability
may be adversely affected in future periods. In addition, the failure of any
particular project could impair the value of other intangible assets acquired
and adversely affect our sales and profitability in future periods.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses were
$4.5 million, $2.9 million and $1.5 million in fiscal 1998, 1997 and 1996,
respectively, representing 4% of net sales in fiscal 1998 and 3% in fiscal 1997
and 1996. The dollar and percentage increases in fiscal 1998 over fiscal 1997
are both related to our significant expenditures associated with hardware and
software in-process technology. Actual dollar spending during fiscal 1997 was
higher than fiscal 1996 due to

23
<PAGE>

increases in development expenses for the FastStor products released in the
final quarter of fiscal 1997, as well as the Scalar 218 series, and additions to
research and engineering staff.

OTHER INCOME (EXPENSE). Other income was $1.3 million and $1.5 million in
fiscal 1998 and 1997, respectively, compared to expenses of $395,000 in fiscal
1996. Interest income of $1.0 million for fiscal 1998 was comparable to fiscal
1997 interest income of $1.1 million. Interest expense incurred in fiscal 1998
of $311,000 represented interest from August 19, 1998 to October 31, 1998 on a
bank loan, the proceeds of which we used to partially finance the acquisition of
EMASS. The gain on sale of marketable equity securities relates to investments
in certain equity securities acquired and sold in fiscal 1998. As a result of
the proceeds from issuance of common stock in March 1997, as well as
Interpoint's forgiveness of all intercompany loans to us and a contribution of
cash to us in October 1996, we realized $1.1 million of interest income in the
fiscal year ended October 31, 1997, compared with $528,000 of interest expense
incurred in fiscal 1996. Between fiscal 1997 and 1996, net foreign currency
translation gains increased approximately $271,000.

PROVISION FOR INCOME TAXES. The provision for income taxes in fiscal 1998
was $3.2 million, which represented an effective tax rate of 67% of pre-tax
income. The expense associated with the write-off of acquired in-process
technology is not deductible for state or federal income tax purposes. Without
this expense, the effective tax rate would have been 34%. Income tax expense for
fiscal 1997 was $4.2 million compared to $1.9 million for fiscal 1996. The 33%
effective tax rate in fiscal 1997 reflects our investment in certain nontaxable
bonds, as well as the utilization of certain credits for increasing research
activities. The provision includes taxes paid in various federal, state and
international jurisdictions.

QUARTERLY RESULTS OF OPERATIONS

The following tables set forth statement of operations data for the eight
quarters ended July 31, 1999, as well as the percentage of our net sales
represented by each item. This information has been derived from our unaudited
consolidated financial statements. The unaudited quarterly information has been
prepared on the same basis as our audited consolidated financial statements and
includes all adjustments, consisting only of normal recurring accruals, that our
management considers necessary for a fair presentation of such information when
read in conjunction with our annual consolidated audited

24
<PAGE>

financial statements and notes appearing elsewhere in this prospectus. Operating
results for any quarter are not necessarily indicative of results for any future
period.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OCT. 31, JAN. 31, APRIL 30, JULY 31, OCT. 31, JAN. 31, APRIL 30, JULY 31,
1997 1998 1998 1998 1998 1999 1999 1999

<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales................................ $ 26,599 $ 22,866 $ 24,806 $ 25,314 $ 41,571 $ 49,144 $ 54,044 $ 57,191
Cost of sales............................ 18,499 15,451 17,796 18,544 29,598 32,750 36,005 37,075
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit........................... 8,100 7,415 7,010 6,770 11,973 16,394 18,039 20,116
Operating expenses:
Selling and administrative............. 3,793 3,783 4,182 4,978 7,850 9,113 8,980 9,409
Acquired in-process technology......... -- -- -- -- 4,492 -- -- --
Research and development............... 854 618 627 818 2,420 2,815 3,235 3,440
--------- --------- --------- --------- --------- --------- --------- ---------
Operating profit (loss).................. 3,453 3,014 2,201 974 (2,789) 4,466 5,824 7,267
Other income (expense)................... 344 560 518 159 92 480 (49) 41
--------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) before provision for income
taxes.................................. 3,797 3,574 2,719 1,133 (2,697) 4,946 5,775 7,308
Provision for income taxes............... 1,124 1,213 785 381 795 1,774 2,067 2,663
Minority interests....................... -- -- -- -- 25 120 163 98
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss)........................ $ 2,673 $ 2,361 $ 1,934 $ 752 $ (3,517) $ 3,052 $ 3,545 $ 4,547
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>

<CAPTION>
(AS A PERCENTAGE OF TOTAL NET SALES)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales................................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales............................ 69.5 67.6 71.7 73.3 71.2 66.6 66.6 64.8
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit........................... 30.5 32.4 28.3 26.7 28.8 33.4 33.4 35.2
Operating expenses:
Selling and administrative............. 14.3 16.5 16.9 19.7 18.9 18.5 16.6 16.5
Acquired in-process technology......... -- -- -- -- 10.8 -- -- --
Research and development............... 3.2 2.7 2.5 3.2 5.8 5.8 6.0 6.0
--------- --------- --------- --------- --------- --------- --------- ---------
Operating profit (loss).................. 13.0 13.2 8.9 3.8 (6.7) 9.1 10.8 12.7
Other income (expense)................... 1.3 2.4 2.1 0.7 0.2 1.0 (0.1) 0.1
--------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) before provision for income
taxes.................................. 14.3 15.6 11.0 4.5 (6.5) 10.1 10.7 12.8
Provision for income taxes............... 4.3 5.3 3.2 1.5 1.9 3.7 3.8 4.6
Minority interests....................... -- -- -- -- 0.1 0.2 0.3 0.2
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss)........................ 10.0% 10.3% 7.8% 3.0% (8.5)% 6.2% 6.6% 8.0%
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>

Our net sales over the eight quarters ended July 31, 1999 have increased
sequentially except for the first quarter of fiscal 1998. The drop in this
quarter reflects a seasonal pattern that we have generally seen when compared to
net sales of the previous fourth quarter. In addition, revenue growth in fiscal
1998 was affected by a significant reduction in sales of standalone tape drives
and media sales when compared to fiscal 1997. This decrease was offset by
increases in sales of our library products. The operating results shown above
for periods ended after August 19, 1998 reflect the acquisition of EMASS on that
date.

Gross profit has ranged between 27% in the third quarter of fiscal 1998 to
35% in the third quarter of fiscal 1999. Gross profit in the second and third
quarters of fiscal 1998 reflected certain

25
<PAGE>

product price reductions and increased overhead costs. The largest component of
overhead costs is related to our move to a new headquarters facility in
April 1998.

Operating expenses, including selling, administrative, and research and
development costs, have generally increased in dollar amount over the eight
quarters. Quarterly variations prior to the fourth quarter of fiscal 1998 were
primarily due to the timing of specific expenditures. The increase in dollar
amount in the fourth quarter of fiscal 1998 reflected the inclusion of EMASS.
Increases in sales and administrative expenses reflect additional sales
personnel and increased expenditures in advertising and promotion.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows provided by operating activities were $17.1 million for the first
nine months of fiscal 1999, $4.4 million for fiscal 1998 and $2.7 million for
fiscal 1997, and cash flows used in operating activities were $3.5 million for
fiscal 1996. In each of these periods, operating cash was primarily used to fund
increases in accounts receivable and inventories and was offset by net income,
depreciation and other reserves and accounts payable growth. Additionally, in
fiscal 1998, net income was reduced by the expensing of acquired in-process
technology, a noncash item. Other noncash items in fiscal 1998 include an
increase in the allowance for inventory obsolescence of $1.0 million. As our
installed base of library products has increased, the need for service and
warranty repair inventory, especially inventory at regional locations to support
on-site service, has also increased. We have provided an allowance against these
inventories, as well as for inventories used for demonstration purposes, in
addition to our allowance for excess and obsolescence. Because these inventories
can remain in the field for an extended time, the amount of this allowance has
increased substantially over the past two years.

Cash flows used in investing activities were $13.6 million for the first
nine months of fiscal 1999, $28.7 million for fiscal 1998, $5.8 million for
fiscal 1997, and $911,000 for fiscal 1996. The first nine months of fiscal 1999
includes a $4.0 million investment in Network Integrity, Inc., a $7.0 million
investment in @Backup, an Internet-based backup and data access service company,
ongoing investments in property, plant, equipment and marketable equity
securities and proceeds from the sales of marketable equity securities. Our
investing activities in fiscal 1998 were primarily associated with the
acquisition of EMASS in August 1998. In connection with this acquisition, we
acquired assets with a fair value of $38.9 million and assumed $13.9 million of
liabilities. Included with EMASS's assets was $1.6 million in cash.
Additionally, we invested in property, plant and equipment, primarily associated
with our new headquarters facility and various technology additions and
upgrades, and also invested in certain marketable equity securities, some of
which were sold later in the year. In August 1997, we used $4.0 million to
acquire a minority equity position in Crossroads Systems, Inc., a provider of
Fibre Channel interconnection products. We used an additional $1.8 million to
purchase plant and equipment in fiscal 1997 compared with expenditures of
$911,000 for this purpose in fiscal 1996.

Cash flows provided by financing activities were $480,000 for the first nine
months of fiscal 1999 compared to $19.6 million for fiscal 1998, $25.5 million
for fiscal 1997, and $14.2 million for fiscal 1996. In June 1999, we finalized
two operating lines provided by German banks totaling approximately
$8.9 million in German marks and borrowed the entire amount. These loans are due
May 2003 and bear interest at each bank's rate, approximately 3.2% through
November 1999. Beginning in December 1999, the interest rate varies; we have
entered into a hedging contract to fix the interest rate at 4.3%. Additionally,
in June 1999 we refinanced our mortgage loan secured by our German facility
totaling approximately $1.8 million in German marks. In August 1998, we received
proceeds from long-term borrowings of $20.0 million. In March 1997, we completed
a public offering of stock which provided cash of $23.7 million. In fiscal 1996,
we financed our growth through loans from Interpoint, which loans increased
$4.2 million. Prior to Interpoint's distribution of our stock, Interpoint made a
contribution to our working capital through the cancellation of all
$9.6 million of our indebtedness to Interpoint. Interpoint also contributed an
additional $10.0 million in cash to our working capital.

26
<PAGE>

At July 31, 1999, our cash and cash equivalents totaled $31.7 million, up
from $28.2 million at October 31, 1998. Our working capital, the difference
between current assets and current liabilities, was $61.4 million at July 31,
1999, with a ratio of current assets to current liabilities of 2.4 to 1.

We have a $10.0 million bank line of credit that expires in February 2001,
all of which was available as of July 31, 1999. Borrowings under this line of
credit bear interest at the bank's reference rate or an adjusted LIBOR rate. A
credit agreement covers the line of credit and long-term note payable and
requires that we maintain certain financial ratios and levels of working
capital, tangible net worth and profitability. We had no material or unusual
commitments as of July 31, 1999 other than annual rental commitments.

We believe that the net proceeds of this offering, together with our
existing cash and cash equivalents, bank line of credit, and anticipated cash
flow from our operating activities, will be sufficient to fund our working
capital and capital expenditure needs for at least the next 12 months. Further,
we believe that cash provided by operations is likely to increase over the
remainder of fiscal 1999. We may utilize cash to acquire or invest in
businesses, products or technologies that we believe are strategic. We regularly
evaluate other companies and technologies for possible acquisition by us. In
addition, we have made and expect to continue to make substantial investments in
companies with whom we have identified potential synergies. However, we have no
present commitments or agreements with respect to any material acquisition of
other businesses, products or technologies.

MARKET RISK DISCLOSURE

INTEREST RATE DISCLOSURE. At July 31, 1999, we had $17.7 million in
interest-bearing debt. Of this amount, $1.7 million was fixed-rate debt with an
interest rate of 4.4% per year. The remaining debt of $16.0 million was
variable, with $7.2 million bearing interest at an adjusted LIBOR rate, which
was 6.53% at July 31, 1999. The remaining debt relates to two operating lines
provided by German banks bearing interest at each bank's rate, approximately
3.2% at July 31, 1999. The operating lines were finalized in June 1999. At
July 31, 1999, the fair value of our debt approximates the carrying amount on
the consolidated balance sheet. Market risk is estimated as the potential for
interest rates to increase 10% on the variable rate debt. A 10% increase in
interest rates would result in an approximate additional charge of $62,000 to
our income before provision for income taxes for the nine months ended July 31,
1999. Beginning in December 1999, the interest rate on the German operating
lines varies; we have entered into a hedging contract to fix the interest rate
at 4.3%.

FOREIGN CURRENCY EXCHANGE RATE RISK. We transact business in various
foreign currencies, including the German mark, French franc and British pound
sterling. The assets and liabilities of our foreign subsidiaries have functional
currencies other than the U.S. dollar, and are translated into U.S. dollars at
exchange rates in effect at the balance sheet date. Income and expense items are
translated at the average exchange rates prevailing during the period. A 10%
appreciation of the U.S. dollar would result in an approximately $200,000
decrease in income before provision for income taxes for the nine months ended
July 31, 1999.

IMPACT OF EUROPEAN MONETARY CONVERSION

We are aware of the issues associated with the changes in Europe resulting
from the formation of a European economic and monetary union. One change
resulting from this union required European Monetary Union, or EMU, member
states to irrevocably fix their respective currencies to a new currency, the
Euro, as of January 1, 1999, at which date the Euro became a functional legal
currency of these countries. During the next three years, business in the EMU
member states will be conducted in both the existing national currency, such as
the French franc or the German mark, and the Euro. As a result, companies
operating or conducting business in EMU member states will need to ensure that
their financial and other software systems are capable of processing
transactions and properly handling

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these currencies, including the Euro. We are still assessing the impact that the
conversion to the Euro will have on our internal systems, the sale of our
products and the European and global economies. We will take appropriate
corrective actions based on the results of such assessment. We have not yet
determined the cost related to addressing this issue.

YEAR 2000 READINESS DISCLOSURE

Many computers, software and other equipment include computer code in which
calendar year data is abbreviated to only two digits. As a result, some of these
systems could fail to operate or fail to produce correct results if "00" is
interpreted to mean 1900, rather than 2000. This error could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities. We are actively assessing the
impact of the upcoming change on our business, financial condition and operating
results.

PRODUCTS. Based on our assessment to date, we believe the current versions
of our hardware and software products are year 2000 compliant. All new products
are being designed to be year 2000 compliant. While most of our internally
manufactured library products have no date functionality built into them, this
is not true for certain software and large library products. Year 2000 compliant
upgrades are currently available for all of these products, and our service
personnel are able to install these upgrades in conjunction with routine
maintenance. In addition, we have reviewed and continue to review hardware used
in connection with certain large library products. We have replaced certain
systems that cannot be made compliant and upgraded those that can. We estimate
that the total costs to replace this hardware approximates $250,000, with
approximately $50,000 yet to be expended. A portion of these costs is reimbursed
by customers.

We cannot assure you that all of our existing products will contain all
necessary date codes. Further, use of our products in connection with other
products that are not year 2000 compliant, including noncompliant hardware,
software and firmware, may result in the inaccurate exchange of dates and result
in performance problems or system failure. Any failure of our products to
perform could result in claims against us. The cost of defending any such claim
which may arise, as well as any liability for year 2000 related damages, could
have a material adverse effect on our business, financial condition and
operating results.

INTERNAL INFORMATION TECHNOLOGY SYSTEMS. Our business depends on numerous
systems that could potentially be impacted by year 2000 related problems. We
continue to assess the possible effects on our operations of the year 2000
readiness of our enterprise resource planning computer systems and other
internal systems. Based on assessments to date and software vendor
certification, we believe that the enterprise resource planning computer systems
at our various manufacturing sites are either year 2000 compliant currently or
can be modified to ensure compliance. In addition, we plan to complete follow-up
testing in the fourth quarter of fiscal 1999. Other internal systems have been
assessed or are currently being assessed. Based on such assessments we will
modify or replace such systems. We expect the assessments and tests of these
systems to be completed in the fourth quarter of fiscal 1999. Based on work
completed through July 31, 1999, we anticipate replacing several network servers
in Denver and Germany and various other pieces of equipment and software,
totaling approximately $100,000.

SYSTEMS OTHER THAN INFORMATION TECHNOLOGY SYSTEMS. In addition to computers
and related systems, the operation of office and facilities equipment, such as
fax machines, telephone switches, security systems and other common devices, may
be affected by year 2000 problems. We continue to assess the potential effect
and costs of remediating the year 2000 problem on our office equipment and
facilities. For example, we identified the need to replace a phone switch and
system in our France office, which can be completed at an immaterial cost. We
are not aware of any significant operational year 2000 issues or costs
associated with our noninformation technology systems. However, we may
experience

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significant unanticipated problems and costs caused by undetected errors or
defects in the technology used in these systems.

SUPPLIERS. Our reliance on key suppliers, and therefore on the proper
function of their information systems and software, means that their failure to
address year 2000 issues could have a material impact on our operations and
financial results. We have asked key suppliers to provide information regarding
their readiness for year 2000 related issues and have received responses from
substantially all of them. We are reviewing the responses and will determine
what further actions are required to mitigate vulnerability to problems with
suppliers and other third parties' systems.

YEAR 2000 COSTS. We expect to incur primarily internal staff cost and other
expenses related to infrastructure and facilities enhancements necessary to
prepare our systems for the year 2000. To date, there have been no material
direct out-of-pocket costs in these areas. Although the total cost of these year
2000 compliance activities has not yet been determined, it is not anticipated to
be material to our business, financial condition and operating results.

CONTINGENCY PLANS. We are developing contingency plans to be implemented if
our efforts to identify and correct year 2000 problems affecting critical
internal systems are not effective. We expect to complete our contingency plans
by late 1999.

WORST-CASE SCENARIO. We believe that the most likely worst-case scenario
related to the year 2000 issue that we may experience would be either an
inability to obtain inventory components from suppliers or delays in receiving
orders or payments from customers due to year 2000 problems experienced by these
third parties. If either of these events transpires, we could experience
decreased revenue due to our inability to produce and ship our products or our
inability to collect payments due to us in a timely fashion.

DISCLAIMER. The discussion of our efforts and expectations relating to year
2000 compliance include forward-looking statements. Our ability to achieve year
2000 compliance and the amount of necessary additional costs could be adversely
affected by the availability and cost of programming and testing resources,
third-party suppliers' ability to modify proprietary software and unanticipated
problems identified in our ongoing compliance review.

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BUSINESS

OVERVIEW

We provide hardware and software data storage solutions to the open systems
marketplace. We offer a broad range of products designed to enable organizations
to effectively capture, protect, manage and archive the increasing amount of
complex mission-critical data. We incorporate our proprietary hardware, software
and interconnectivity products, as well as our service and support expertise,
with third-party hardware and software products to deliver flexible, reliable
and scalable storage solutions. Our storage solutions are market-driven, and we
do not rely on a single technology or device to deliver them. We continue to
increase our investments in developing innovative and effective storage
products. In order to broaden access to complementary products, we make direct
equity investments and initiate licensing and co-development agreements with
companies developing innovative technologies for the data storage market. Our
sales channels include a global network of resellers developed over the last
15 years and original equipment manufacturers, or OEMs, including Dell Computer.
In addition, we were recently selected as a supplier to IBM, subject to
finalizing a definitive agreement.

INDUSTRY BACKGROUND

In an increasingly information-based economy, information and databases are
central to a company's value, and managing the increase in data is one of the
most important challenges that a company must address. The volume of
mission-critical data generated, processed, stored and manipulated in the
business environment has grown dramatically over the last decade. International
Data Corporation, an independent industry research company, estimates that the
amount of disk storage capacity sold annually grew from 10,000 terabytes, each
terabyte representing one trillion bytes of information, in 1994 to 116,000
terabytes in 1998, and is expected to increase to 1,400,000 terabytes in 2002.
This represents an expected compound annual growth rate of 86% from 1998 to
2002. We believe this growth rate is reflective of the overall growth in
electronic data in the increasingly information-based economy. Several factors
are driving the increased volume and value of data:

- GROWTH IN BUSINESS CRITICAL DATA. Stored data is growing in size and
complexity from the proliferation of different types of stored data,
including graphics, video, text and audio, as well as the implementation
of enterprise-wide databases containing both traditional and
nontraditional business management information. Organizations in all
industries, including technology, telecommunications, manufacturing,
financial services, entertainment and broadcast, are increasingly
dependent on their ability to collect, access, mine, use and transfer
these new types of stored data.

- RISE OF NETWORK SERVER COMPUTING. Within organizations, there has been a
fundamental shift from mainframe computers to networked, server-based
computing. This development has shifted critical information from the
mainframe to network servers, allowing more people to gain access to
stored data as well as create new data, which in turn needs to be stored
and backed up.

- RISE OF THE INTERNET AND E-COMMERCE BASED BUSINESSES. The growth in the
Internet as a means of commerce has created a class of companies whose
businesses depend on the access, creation and archiving of stored data. In
addition, the growth in the use of the Internet has created wide access to
vast amounts of data. The need for high-volume, high-speed access to large
databases will continue to experience rapid growth as individuals and
businesses increase their reliance on the Internet for transactions and
data retrieval.

These and other factors have intensified the demand placed on data centers.
As a result, organizations face heightened requirements for data storage
solutions that enable improved access to, and management of, shared data,
including solutions that offer increased connectivity capabilities, greater
capacity, higher performance, greater reliability and greater protection.

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Traditionally, storage architectures were mainly targeted at backup
applications and focused on limiting the high costs associated with lost data
that primarily stemmed from human error, viruses, equipment failure, data
corruption and man-made and natural disasters. As a result, tape storage
systems, which because of their larger storage surface area offer the
lowest-cost medium for storing and protecting large quantities of data,
historically had comprised a central piece of a business's storage solution.

With the rapid escalation of the volume and value of stored data,
organizations are increasingly looking for storage system solutions that enable
them to not only back up business-critical data, but also efficiently capture,
protect, manage and archive stored information across a variety of storage
platforms. Efficiently storing, managing and protecting this data is considered
mission-critical. This data is frequently integral to the business, and in many
Web-based companies, such as Internet providers, the data is a key strategic
asset of the company. Corporate databases contain useful information about
customer records, order patterns and other data that can be analyzed and
transformed into a competitive advantage for a corporation. The ability to turn
this data into useful information enables a company to react and adapt more
quickly to the market. As a result, companies require solutions that will
provide increased accessibility to data without sacrificing performance
requirements or introducing greater risk of data loss.

In response to the limitations of traditional storage architectures, new
open standard technology protocols have emerged that are designed to provide
high-speed connectivity for data-intensive applications across multiple
operating systems, including UNIX and Windows NT. These new methods of storage
and data management technologies include the following:

- FIBRE CHANNEL. Fibre Channel is a defined technology that allows users to
connect multiple storage devices with one gigabit per second throughput.
Fibre Channel provides the bandwidth, reliability, scalability and
transmission distances that allow companies to create storage area
networks, or SANs.

- STORAGE AREA NETWORKS. A SAN-based architecture applies the inherent
benefits of a networked approach to data storage applications, which
allows data to move efficiently and reliably between multiple storage
devices and servers. The benefits of SAN architecture also include
increasing the scalability of existing storage solutions and providing a
higher level of connectivity than currently exists with traditional
technologies. Additionally, SANs are able to provide these benefits across
multiple operating systems.

- NETWORK ATTACHED STORAGE APPLIANCES. Network attached storage, or NAS,
appliances allow users to add plug-and-play storage capacity to networks
without having to disable or increase demands on the network server. This
allows users to maintain, or even enhance, system performance while saving
on both time and cost.

- INTERNET-BASED STORAGE BACKUP. This solution allows home users, remote
portable computer users and enterprises to outsource their storage or back
up of data on a cost-efficient basis through the services provided by
Internet-based storage backup companies. Increased availability of high-
bandwidth Internet connections is a key enabler of this approach.

- STORAGE MANAGEMENT SOFTWARE SOLUTIONS. Software innovations continue to
enhance storage management capabilities. For example, byte-level storage
management reduces the amount of total data storage by recording only
incremental changes to files and facilitates real-time, or continuous
backup, capability. Hierarchical storage management automatically moves
less frequently accessed data to less expensive tape storage, ensuring
that higher-cost disk space is available.

- MULTIPLE STORAGE FORMATS. Data centers have evolved to incorporate
multiple forms of storage media, including optical disks, hard disk
drives, higher capacity tapes and broadcast media.

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Software and hardware products have been developed that allow users to
optimize these multiple storage formats.

With the increased dependence on and use of their stored data, organizations
need efficient and reliable storage system solutions that offer real-time
accessibility to shared data, higher performance and storage capabilities for
mission-critical applications and greater functionality to manage and back up
stored content. Furthermore, the limitations of existing enterprise computing
and storage solutions are compounded by the use of multiple incompatible server
operating systems, such as the proliferation of Windows NT and UNIX
environments. As a result, organizations are being forced to dedicate
substantial financial and personnel resources to manage and maintain the
distributed storage capabilities of their networks. This heightened need for
increased capacity and number of storage devices has created significant
opportunities for total storage system solutions that include devices such as
tape drives, tape libraries and storage management software, as well as storage
services such as data backup, disaster recovery, near-line storage, archiving
and media management.

THE ADIC SOLUTION

In addition to our current products, we continue to increase investments in
research and development to produce innovative and effective storage products.
In order to access complementary products, we make direct equity investments and
initiate license agreements or enter into co-development arrangements. We
believe such research and development and third-party relationships will better
position us to continue to provide advanced storage solutions.

We offer end users technical service and support on a multilingual,
24-hour-a-day, seven-day-a-week basis. Such technical support includes warranty,
service contract, trouble shooting and integration services.

We believe that our open-systems approach, focus on new technologies,
multiple channel distribution model and customer service and support allow us to
be well positioned and sufficiently agile to provide storage solutions to a
rapidly growing and evolving data storage marketplace.

ADIC STRATEGY

Our objective is to capture an increasing portion of the open systems
storage solutions market. To achieve this objective we intend to:

PROVIDE A BROAD ARRAY OF DEVICE-INDEPENDENT STORAGE SOLUTIONS. We believe
that our independence from any single device technology is a key advantage. We
provide end users with effective storage solutions comprised of competitive data
recording device technology, automation hardware, interconnectivity products,
state-of-the-art software and technical service and support. Our strategy
employs a device-independent and open systems approach that allows us or our OEM
or VAR partners to provide storage solutions incorporating the optimal
combination of our proprietary products and available third-party hardware and
software products. Depending on the specific requirements of a particular
application, such as cost, transfer rate or access time, our products may
include a variety of tape formats, optical, disk or emerging technologies.

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AGGRESSIVELY DEVELOP TECHNOLOGY. We believe that focused expenditures on
differentiated technologies are critical to our success and are accelerating our
expenditures on technology development in order to offer more complete storage
solutions. We have built multiple generations of existing products on a
foundation of technology and know-how, including operating systems software,
programming languages and structure, file management systems, communications
protocols, electronic hardware and electro-mechanical hardware. Building on this
experience, we have made storage management software and library control
software the largest components of our growing research and development program.
In addition to internal investment, we may seek to develop or acquire technology
by acquisitions, minority investments or outsourced development. In each case,
the objective is to obtain exclusive or preferential access to proprietary
technology that complements our products.

CAPITALIZE ON WORLDWIDE BRANDED RESELLER AND OEM CHANNELS. Over the past
15 years, we believe we have established the strongest branded worldwide
distribution channels in our market. During the last two years, we have
increased our focus on OEM relationships, resulting in a significant increase in
our OEM business. Long-standing relationships with national and international
distributors, integrators and individual resellers provide an experienced
broad-based channel that allows us to cost-effectively offer our branded
products to multiple market segments. Our leading channel partners include
Ingram Micro and Tech Data, and we also have a sales relationship with Siemens.
We have established OEM relationships with Dell Computer, Unisys, Exabyte,
Tandberg Data and Plasmon. In addition, in the past year IBM selected us as a
supplier, subject to finalizing a definitive agreement. Through these OEM supply
arrangements, we are able to benefit from our OEMs' extensive direct and
indirect distribution networks. In addition, our close ties with software
vendors can be critical in reseller sales situations where an effective solution
requires pairing compatible hardware and software products.

BUILD AND EXPAND RELATIONSHIPS WITH STRATEGIC PARTNERS. It is our strategy
to capitalize on products, technologies and channels that may be available
through partners. We believe that continued growth of the open systems storage
solutions market will create opportunities beyond those we can meet alone. Our
relationships take the form of supplier, customer, licensor, co-developer or
equity partner. For example, we market Fibre Channel interconnection solution
products developed by Crossroads Systems under the ADIC brand name. Our
relationship with Crossroads allows us to offer products to integrate a wide
variety of storage devices with Fibre Channel connectivity in SANs. We sometimes
partner with key suppliers, including Quantum, to address developing markets. We
intend to continue to seek out related markets which leverage our strengths and
have partnerships with VERITAS Software, Network Integrity, Computer Associates
and Legato Systems. Additionally, we recently made an investment in @Backup to
develop our position in the online, Internet-based storage market.

PRODUCTS

We believe we offer the industry's broadest range of automated storage
libraries that feature varying data storage capacities and transfer rates. In
addition, we offer storage management software that can be used with our
libraries or those of other manufacturers. Currently, we receive substantially
all of our revenue from the sales and servicing of automated storage libraries.
We continuously refine our products, as well as develop new products, to be used
with a variety of emerging storage technologies, such as Fibre Channel, SANs and
NAS.

OPEN SYSTEMS STORAGE PRODUCTS

The core component of our storage solution is typically an automated storage
library. An automated tape library, directed by storage management software, can
perform sophisticated backup of a network's data without human intervention,
automatically backing up specific network data to specific tapes at specific
times. Access to multiple tape cartridges enables the library to automatically
store much more data than a standalone drive, which eliminates the need for a
system administrator to swap tapes in order to backup all the data.

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Within the library, tape cartridges or other removable media are typically
organized in magazines. In some cases, these tape magazines are removable,
easing storage and offsite transfer of the tapes. A library with multiple tape
drives can back up data with all drives simultaneously, significantly speeding
up the backup process. We design certain large libraries to allow for the
incorporation of more than one type of tape or optical media, as well as mixed
media capability.

We integrate third-party storage devices into our automated libraries. While
a large majority of our libraries currently use tape drives and media, we also
offer libraries using optical and other storage technologies. When operated in
combination with third-party storage management software and our own software,
our libraries provide a complete solution for systematically and
cost-effectively automating data storage backup and archiving in open systems
network computing environments. We design our products for a spectrum of storage
needs. Our products vary by device technology, number of drives, and number of
cartridges, with suggested retail prices typically ranging from approximately
$1,800 to over $1.5 million. The following table summarizes our open systems
storage hardware products.

<TABLE>
<CAPTION>
SUGGESTED RETAIL PRICE
PRODUCT FAMILY CAPACITY/PERFORMANCE(1) RANGE(2)
<S> <C> <C>
- --------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C>
Standalone tape drives 4-100 gigabytes $1,800-$7,300
VLS-TM- libraries 48-490 gigabytes $6,800-$17,000
FastStor-TM- libraries 280-1,540 gigabytes $5,500-$13,000
Scalar-Registered Trademark- 360-8,000 gigabytes $12,500-$63,000
libraries
Scalar-Registered Trademark- 1000 5,630-118,200 gigabytes $50,000-$150,000
libraries
AML libraries 300-6,700,000 gigabytes $150,000-$1,500,000
FCR-TM- Fibre Channel routers 1 gigabit per second $4,700-$8,300
</TABLE>

(1) Capacity and performance of our storage library products vary by type of
drives, quantity of drives and unit configuration.

(2) Prices represent typical installations.

In addition to our automated storage library and standalone drive products,
we supply our channels and end users with a range of complementary products,
including tape cartridge media, tape magazines, rackmount kits and cables.

OPEN SYSTEMS STORAGE MANAGEMENT SOFTWARE

Advanced software is a key component of a sophisticated data storage system.
The majority of our hardware products are installed in open systems computer
networks in conjunction with third-party storage management software.

OUR SOFTWARE

A key objective of the EMASS acquisition was to develop a storage software
business. Through this acquisition, we acquired proprietary software designed to
intelligently organize and manage data in open systems environments. Currently,
our software sales represent a very small percentage of our total revenue.
However, we believe that software offers a number of opportunities for us to
increase sales to existing and new customers and are devoting the greatest
portion of our increased research and development expenditures to further
software development.

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Our software products include:

AMASS. The AMASS Storage Management System is an integrated family of
products for data-intensive computing environments and is usable with removable
media products. It is presently available and installed in UNIX and Windows NT
environments worldwide. AMASS software makes data stored in libraries accessible
with the look and feel of a hard disk and helps optimize capacity of the
library. Under AMASS, all of the storage capacity in the library appears as a
single, large hard disk drive on the server. Users manage files from the library
the same way they currently do with hard drives. The product also includes
numerous additional features that are application-specific.

FILESERV AND DATA MANAGER. FileServ and Data Manager are hierarchical
storage management products. These products manage data migration from disk to
tape or optical storage devices by allocating high-use data to disk and low-use
data to tape, which assures efficient use of higher-cost disk drive space.

Our in-house software development team is actively engaged in developing and
enhancing our proprietary software products that, when used with our hardware
products, or other vendors' hardware products, may provide an integrated storage
solution. All of our software products are certified to operate in conjunction
with our hardware products and may also be certified to operate with hardware
products provided by competitors.

THIRD-PARTY SOFTWARE

All our hardware products are designed for use on open systems computer
networks in conjunction with storage management software provided by a third
party or by us. Currently, over 50 different storage management software
packages support our products, including software offerings from Computer
Associates, Hewlett-Packard, IBM, Legato Systems, Network Integrity and VERITAS
Software.

We work closely with storage management software companies in a number of
ways. We periodically engage in discussions with developers at these companies
regarding the marketplace, end-user needs and potential solutions to these needs
combining our products and the developer's storage management software. We
partner with storage management software companies to offer promotional product
bundles, offering customers a special price on the combination of one of our
products and a storage management software product. In addition, our field sales
force strives to maintain relationships with counterparts from each of the
storage management software companies and frequently participates in joint sales
calls and seminars. We also maintain technical relationships with developers at
these companies, in most cases providing our products for their use in
developing software for our products. In addition, our systems engineering lab
performs ongoing compatibility testing with a variety of storage management
software products.

FIBRE CHANNEL, SAN AND OTHER EMERGING TECHNOLOGIES

In meeting the needs of data-intensive open systems computing environments,
we have combined our solutions expertise with strategic investments and key
partnerships to integrate our products with SAN, NAS and other emerging
technologies.

We partner with Crossroads Systems, a developer of high-performance Fibre
Channel storage area network connectivity tools. Through this relationship, we
introduced our FibreReady-TM- line of native Fibre Channel tape libraries, the
first in the industry. We also offer standalone Fibre Channel routers, which
allow all our hardware products to be integrated into SANs.

We intend to continue building relationships with technology companies in
order to further enhance the breadth and depth of our product line and introduce
new products in areas such as Fibre Channel, SAN and NAS.

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STRATEGIC INVESTMENTS

In the past two years, we have invested an aggregate of $15.0 million in
three companies that are developing innovative technologies for the data storage
market. We intend to make similar investments in the future as more
opportunities arise.

In August 1997, we invested $4.0 million in, and signed an OEM distribution
agreement with, Crossroads Systems, a developer of high-performance Fibre
Channel SAN connectivity tools. Through this investment, we gained early access
to Fibre Channel technology, which allowed us to be the first in the industry to
integrate this technology into our automated libraries.

In December 1998, we invested $4.0 million in Network Integrity, a software
company that develops and markets real-time data distribution and continuous
data protection solutions for Windows NT environments. Network Integrity's
products minimize network traffic and reduce the total amount of data storage by
recording byte-level changes to files. We offer Network Integrity's Windows NT-
based data protection software products through our distribution channels.

In July 1999, we invested $7.0 million in @Backup, an Internet-based backup
and data access service company. @Backup offers secure, off-site, automatic
backup of computer data for mobile users, small enterprises and individuals.

We believe we benefit from these investments in a variety of ways,
including:

- gaining access to compelling products, which may be integrated in or
paired with our own products;

- working with technology innovators to gain valuable training and insight
into emerging markets;

- accessing additional distribution channels for our products; and

- potentially realizing future investment gains.

SALES AND MARKETING

Our sales and marketing strategy is to deploy a comprehensive sales,
marketing and support infrastructure to address our target markets both
domestically and internationally. We rely on multiple distribution channels to
reach end-user customers ranging in size from small businesses to government
agencies and large multinational corporations. Our channels include
distributors, VARs and OEMs. We support these channels with a sales force
operating out of our headquarters in Washington and France in addition to over
30 regional field sales offices in North America and Europe. The majority of our
products are sold under the ADIC brand name, but we also sell under the names of
various OEM customers. Such sales to OEM customers are growing as a percentage
of sales.

DISTRIBUTORS AND VARS

We sell our products to large regional and national distributors which in
turn resell our products to national, regional or local VARs with expertise in
integrating network solutions for end users. We support these VARs through our
authorized reseller programs. In the case of larger, more complex sales
situations, our field sales force may work in conjunction with a VAR to support
the sales process. We currently have relationships with several major U.S.
distributors, including Access Graphics, Arrow ICP, Bell Micro, Gates/Arrow
Distributing, Ingram Micro and Tech Data. In fiscal 1998, Ingram Micro and Tech
Data represented 22% and 15%, respectively, of our net sales and, in the nine
months ended July 31, 1999, they represented 11% and 9%, respectively.

Similar to North America, we also have relationships with a number of large
regional and national distributors internationally. We believe international
markets represent an attractive growth opportunity and intend to expand the
scope of our international sales efforts by continuing to actively pursue

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additional international distributors and resellers. International sales
represented 33% of our net sales in fiscal 1998 and 45% of our net sales in the
first nine months of fiscal 1999, the majority of which occurred in Europe.

We have direct sales relationships with "Premier VARs" throughout North
America and Europe. These Premier VARs are typically larger VARs specializing in
data storage and network solutions for client/server networks. Premier VARs
assume increased levels of responsibility for sales and support, although they
are still occasionally assisted by our field sales force in certain large,
complex sales situations.

OEMS

We sell our products to several companies under private label or OEM
relationships. Private labelers and OEMs generally resell our products under
their own brand name and typically assume responsibility for product sales,
service and support. These relationships enable us to reach end users not served
by our other reseller distribution channels and to serve select geographic or
vertical markets where specific OEMs have exceptional strength. We maintain
ongoing discussions with private labelers and OEMs, including leading systems
suppliers, regarding opportunities for our products. Our existing OEM
relationships include Dell Computer, Unisys, Exabyte, Tandberg Data and Plasmon.
In addition, we were recently selected as a supplier by IBM and are currently
negotiating an agreement with it. For the first nine months of fiscal 1999,
sales to Dell Computer represented 12% of our net sales.

DIRECT CORPORATE SALES

We maintain direct corporate sales relationships with a moderate number of
large national and multinational companies in various industries, including
technology, industrial, telecom, financial and service firms. We typically work
with the company's central information services organization to assess data
storage backup and archival needs and then recommend a data storage solution.
The successful culmination of this recommendation may be the creation of a
corporate standard, including a selection of our products for the company's
ongoing storage needs. In these direct selling situations, we attempt to avoid
conflict with existing reseller and OEM channels.

We also maintain direct sales relationships with a number of large
government and private entities where the complexity or confidentiality of
required storage solutions is such that the customer's needs are best served by
working directly with us.

MARKETING

We support our VAR, OEM and direct sales channels with a broad array of
marketing programs designed to build our brand name, attract additional
resellers and OEMs and generate end-user demand. Resellers are provided with a
full range of marketing materials, including product specification literature
and application notes. We advertise in key network systems publications and
participate in national and regional tradeshows both domestically and
internationally. Our Web page features a comprehensive collection of marketing
information, including product specification sheets, product user manuals and
application notes. Our field sales force conducts seminars targeting end users,
often with a sales representative from one of the storage management software
companies. We also conduct sales and technical training classes for our
resellers. We periodically engage in various promotional activities for
resellers and end users, including product-specific rebates, bundling our
products with selected storage management software and certificates for free
tape-drive cleaning cartridges.

In addition to these activities, our marketing organization's product
management team is responsible for initiating development of new products and
product line extensions. In order to create a product development plan, our
product management team combines its assessment of end-user needs,

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channel requirements, technology developments and competitive factors with input
from the engineering, sales and manufacturing organizations.

END USERS

End users of our products represent a wide variety of industries, including
the technology, industrial/entertainment, telecom, financial and services
industries, and range from mid-size businesses to Fortune 500 companies. The
table below lists representative end users of our products.

<TABLE>
<CAPTION>
TECHNOLOGY INDUSTRIAL/ENTERTAINMENT TELECOM FINANCIAL SERVICES
- ----------------- ---------------------- ------------------- ------------------ ------------------------------
<S> <C> <C> <C> <C>
Adobe Chevron AT&T Abbey National Andersen Consulting
Cisco Disney Bell Atlantic Bank of America Arthur Andersen LLP
Dell Ford British Telecom Chase Manhattan Ernst & Young LLP
Excite@Home Rolls Royce Deutsche Telekom Deutsche Bank PricewaterhouseCoopers
Homegrocer.com Shell Oil MCI Worldcom Fidelity Survivors of the Shoah Project
Microsoft Sony Nokia HypoVereinsbank
Peoplesoft Volvo Telstra Prudential
SAP
Yahoo!
</TABLE>

CUSTOMER SERVICE AND SUPPORT

We view customer service and support as strategically important elements of
our business. Our customer service and support effort consists of five
components:

- TECHNICAL SUPPORT. Our ADIC Technical Assistance Center, or ATAC, provides
24-hour-a-day, seven-day-a-week technical support for our products. Our
multilingual staff is trained not only with respect to our products, but
is also experienced with storage management and network operating system
software. Our staff is located principally in Washington, Colorado and
France, with phone calls being routed to the location with the most timely
available expertise. Smaller library products with problems not resolved
via telephone support may be returned to us for repair or replacement
during the warranty period. We make a number of service alternatives
available for a nominal fee, including in-house repair, loaner units and
advanced exchange service.

- SALES AND SYSTEMS ENGINEERING. Sales and systems engineers provide both
pre- and post-sales technical support to resellers and end users. Systems
engineers typically become involved in more complex problem-solving
situations involving interactions among our products, third-party storage
management software, the network server hardware and the network operating
system. System engineers work with resellers and end users both over the
telephone and on-site. We view this capability as an opportunity for
growth as it allows us to provide and support storage solutions with the
highest level of complexity and value to the customer.

- ON-SITE SERVICE. Our field service team and third-party service providers
offer on-site service for our products. A wide variety of programs are
available, including an on-site service response time of four hours, seven
days a week. Most of the mid-range and larger automated libraries that we
sell include at least a one-year service warranty. As our installed base
of products has grown, post-warranty service has become an increasingly
important source of customer loyalty and revenue.

- TRAINING. We offer a comprehensive training program to resellers and end
users. Training classes are conducted at locations worldwide.

38
<PAGE>

- WARRANTY. Parts and labor for our standard products are covered under
warranty for periods ranging from three months to three years. We pass on
to the customer the warranty provided by the manufacturer of tape drives,
other recording devices and media used in our products.

MANUFACTURING AND SUPPLIERS

We have manufacturing facilities in Washington, Colorado and Germany.
Several existing and potential OEM customers, including Dell Computer, have
audited the Washington facility. Our Washington facility is ISO 9001 certified,
and our Colorado and Germany facilities are in the process of obtaining ISO 9001
certification.

Our Washington facility is responsible for building all mid-range to
lower-capacity libraries, including our FastStor-TM- product line. Our Colorado
facility is responsible for building the Scalar-Registered Trademark- 1000 tape
libraries, and our highest-capacity libraries are built at our Germany facility.
All these facilities have processes that entail manufacturing electro-mechanical
robotic devices, integrating third-party recording devices and performing tests
on the completed device. Our manufacturing strategy is to perform product
assembly, integration and testing, leaving component and piece-part
manufacturing to our supplier partners.

We work closely with a group of regional, national and international
suppliers to obtain parts and components meeting our specifications. Though our
designs are proprietary, the various components, other than data storage
recording devices, are available off the shelf or are manufactured using
standard, readily available techniques, which limit supplier base risk and
facilitate volume increases.

We depend on third-party manufacturers to supply us with magnetic tape
drives, optical disks or other storage devices that we incorporate into our
products. We do not have long-term contracts with any of our significant
suppliers. We carefully coordinate our inventory planning and management with
our suppliers and customers to match our production to market demand. Product
orders are confirmed and, in most cases, shipped to the customer within one
week. Larger libraries often have longer lead times and include on-site
integration and acceptance. Since we fill the majority of our orders as they are
received, we do not believe that our backlog levels are indicative of future
sales.

RESEARCH AND DEVELOPMENT

Our research and development team has developed multiple product generations
of automated tape library and software products. Our research and development
efforts rely on the integration of multiple engineering disciplines to generate
products that competitively meet market needs in a timely fashion. Successful
development of automated tape libraries requires the melding of firmware design,
electro-mechanical design, electronic design and engineering packaging into a
single, integrated product. Product success also relies on the engineering
team's thorough knowledge of each of the different tape, optical and other
recording devices, as well as communication protocols. Software products rely on
a comprehensive understanding of multiple operating system environments,
programming techniques, file management structures, communication protocols and
user applications and needs.

Our new product development is frequently stimulated by the availability of
an enhanced tape device or other storage technology. As device manufacturers
compete in the marketplace, they continually invest in research and development
to gain performance leadership either by offering increasingly enhanced versions
of their current device products or by introducing an entirely new technology.
We continually monitor progress in developing alternative removable media
technologies which may be incorporated into our products. We also identify and
define new products based on the more traditional identification of a market
need which we believe we can successfully fill. Our sales, marketing, product
development and engineering organizations all contribute to this identification
process.

39
<PAGE>

With these product development efforts, time and investment requirements
tend to be significant, both in terms of engineering and tooling for
manufacturing. However, we have found that we have, in many instances, been able
to leverage our previous engineering investments into new products. For example,
the firmware, or operating system, of the Scalar library product is based on
successive generations of the operating system developed for our first library.
Our engineers also have been able to leverage electro-mechanical and electronic
hardware designs from previous products into next-generation designs. In some
cases, entire subassemblies are transferable, leveraging not only engineering
time but also tooling investments, materials purchasing, inventory stocking,
manufacturing and after-sale service. Similarly, the AMASS NT storage management
system is entirely new software, but its logic and structure are based heavily
on AMASS UNIX products which have been through multiple generations of
development over the past several years.

Our research and development expenses were $9.5 million for the nine months
ended July 31, 1999 and $4.5 million, $2.9 million and $1.5 million for fiscal
1998, 1997, and 1996, respectively. We intend to maintain the higher level of
research and development spending we experienced in the first nine months of
fiscal 1999 as we continue investing in software development and new hardware
products.

COMPETITION

The markets for data storage solutions in general, and automated tape
libraries and storage management software in particular, are intensely
competitive, fragmented and characterized by rapidly changing technology and
evolving standards. Competitors vary in size and in the scope and breadth of the
products they offer. As we offer a broad range of automated tape library,
software and complementary products, we tend to have a large number of
competitors that differ depending on the particular product format and
performance level. In the automated tape library market, we compete with a
number of companies, most significantly Quantum and StorageTek. Since there are
relatively low barriers to entry into the automated tape library market, we
anticipate increased competition from other sources, ranging from emerging to
established companies, including large system OEMs. Many of our competitors have
substantially greater financial and other resources, larger research and
development staffs, and more experience and capabilities in manufacturing,
marketing and distributing products than we do. Our competitors may develop new
technologies and products that are more effective than our products. In
addition, competitive products may be manufactured and marketed more
successfully than our products. We believe the primary competitive factors in
the market for data storage products are performance, reliability, breadth of
product line, distribution strength, product availability and price, as well as
customer issues, including technical and sales support.

FACILITIES

We lease facilities in Washington and Colorado of approximately 65,000
square feet and approximately 86,000 square feet, respectively. The Washington
facility houses our primary executive offices; both facilities house marketing,
sales, customer support, research and development, systems engineering, and
manufacturing organizations. We also own a manufacturing facility in Germany
where we produce our large libraries. We lease additional facilities throughout
the United States and Europe for our regional sales offices and customer service
and support personnel. An additional leased facility in Washington serves
certain warehouse needs. Finally, we lease regional sales offices in France,
Germany and the United Kingdom for the sales, marketing and customer support
organizations serving Europe, the Middle East and Africa.

INTELLECTUAL PROPERTY

We rely predominately on our full product line, strong channel structure,
and over a decade of library and software development experience to compete in
our marketplace. However, our success also depends on our proprietary
technology. We attempt to protect our technology through a combination

40
<PAGE>

of patents, copyrights, trade secret laws, trademarks, confidentiality
procedures and contractual obligations. We hold patents on various design
elements of our automated storage library products in the United States and in
international jurisdictions, and we are pursuing several additional patent
applications. Our software products are copyrighted with our banners and
notices. There can be no assurance that our intellectual property protection
measures will be sufficient to prevent misappropriation of our technology, and
these measures may not preclude competitors from independently developing
products or technologies that are substantially equivalent or superior to our
products and technology. Our failure to protect our proprietary information
could have a material adverse effect on our business, financial condition and
operating results.

TEAM MEMBERS (EMPLOYEES)

As of July 31, 1999, we had 616 full-time team members, including 129 in
sales and marketing, 94 in engineering and research and development, 123 in
systems engineering, customer service and technical support, 207 in
manufacturing and operations, and 63 in finance, general administration and
management. None of our North American team members is covered by collective
bargaining agreements. We consider our relations with our team members to be
good.

Our future success depends in large part on our ability to attract and
retain key team members. Competition for highly skilled technical, sales and
management personnel is intense. In the future we may not be successful in
retaining our existing team members or in attracting additional qualified team
members.

LEGAL PROCEEDINGS

We are not aware of any pending or threatened litigation against us that we
expect will have a material adverse effect on our business, financial condition,
liquidity or operating results. However, legal claims are inherently uncertain,
and we cannot assure you that we will not be adversely affected in the future by
legal proceedings.

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<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information with respect to our
executive officers and directors as of July 31, 1999.

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Peter H. van Oppen.............................. 47 Chairman of the Board and Chief Executive Officer
Charles H. Stonecipher.......................... 38 President and Chief Operating Officer
William C. Britts............................... 40 Executive Vice President, Sales and Marketing
Michel R. Grosbost.............................. 53 President and General Manager, ADIC Europe
Leslie S. Rock.................................. 42 Secretary-Treasurer and Chief Accounting Officer
Tom A. Alberg................................... 58 Director
Christopher T. Bayley(1)........................ 61 Director
Russell F. McNeill(2)........................... 88 Director
John W. Stanton(1).............................. 44 Director
Walter F. Walker(1)(2).......................... 44 Director
</TABLE>

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

(1) Member of the Compensation and Stock Option Committee.

(2) Member of the Audit Committee.

Our board of directors is divided into three classes. Each director serves
for a three-year term and one class is elected each year by our shareholders.
Directors hold office until their terms expire and their successors are elected
and qualified. Our executive officers are appointed by, and serve at the
direction of, our board of directors. There are no family relationships between
any of our directors or executive officers.

PETER H. VAN OPPEN. Mr. van Oppen has served as our chairman of the board
and chief executive officer since our acquisition by Interpoint in 1994. He
served as our president from 1994 to 1997. He has served as a director of ADIC
since 1986, and his current term expires at our annual meeting in 2002. Mr. van
Oppen served as Interpoint's chairman of the board from 1995 until its
acquisition by Crane Co. in 1996, as Interpoint's president and chief executive
officer from 1989 until its acquisition by Crane Co. in 1996, as Interpoint's
president and chief operating officer from 1987 to 1989, and as Interpoint's
executive vice president, finance and operations, from 1985 to 1987. Prior to
joining Interpoint, he was a consulting manager at PricewaterhouseCoopers LLP,
an accounting firm, and a consultant at Bain & Company, a consulting firm. He
has additional experience in medical electronics and venture capital. Mr. van
Oppen also serves as a director of Key Technology, Inc., Seattle
FilmWorks, Inc. and Spacelabs Medical, Inc. Mr. van Oppen holds a B.A. from
Whitman College and an M.B.A. from Harvard Business School, where he was a Baker
Scholar.

CHARLES H. STONECIPHER. Mr. Stonecipher has served as our president since
1997 and our chief operating officer since 1995. From 1995 to 1997, he served as
our senior vice president and chief operating officer. Prior to this,
Mr. Stonecipher served as Interpoint's vice president, finance and
administration and chief financial officer from 1994 to 1995. Prior to joining
Interpoint, he was a manager at Bain & Company from 1989 to 1994.
Mr. Stonecipher holds a B.S. and an M.S. in mechanical engineering from Stanford
University and an M.B.A. from Harvard Business School.

WILLIAM C. BRITTS. Mr. Britts has served as our executive vice president,
sales and marketing since 1998. He served as our vice president, sales and
marketing from 1995 to 1997, and as our director of marketing in 1994. For seven
years prior to joining ADIC, Mr. Britts served in a number of marketing and
sales positions with Raychem Corporation and its subsidiary, Elo TouchSystems.
Mr. Britts holds a

42
<PAGE>

B.S. and an M.S. in mechanical engineering from Virginia Polytechnic Institute
and an M.B.A. from Harvard Business School.

MICHEL R. GROSBOST. Mr. Grosbost has served as president and general
manager, ADIC Europe since 1994. From 1988 to 1994, Mr. Grosbost served in
various general management positions with Gigatape and GigaTrend Europe SARL,
predecessor to ADIC Europe. From 1985 to 1988, Mr. Grosbost served as vice
president, international with Intertechnique. He holds an advanced degree in
electrical engineering from the University of Grenoble, France.

LESLIE S. ROCK. Ms. Rock has served as our chief accounting officer and
secretary-treasurer since January 1997. Ms. Rock served as treasurer and
secretary of Interpoint from 1994 until its acquisition by Crane Co. in 1996 and
was a consultant to Crane Co. from 1996 to 1997. She served as Interpoint's vice
president, finance from 1989 to 1994, as its chief financial officer from 1987
to 1994, and as its controller from 1986 to 1994. Prior to 1986, Ms. Rock was an
audit manager at KPMG Peat Marwick. Ms. Rock holds a B.A. in accounting from
California State University, Fullerton and is a certified public accountant.

TOM A. ALBERG. Mr. Alberg has served as a director of ADIC since 1998, and
his current term expires at our annual meeting in 2001. He has been a principal
of Madrona Investment Group LLC, a private venture investment firm, since 1996.
Prior to joining Madrona, Mr. Alberg was the president, chief operating officer
and a director of LIN Broadcasting Corporation, a cellular telephone company,
from 1991 to 1995. Prior to joining LIN, Mr. Alberg was an executive vice
president of AT&T Wireless Services, formerly McCaw Cellular Communications,
from 1990 to 1995. Prior to 1990, Mr. Alberg was chairman of the executive
committee and a partner in the law firm of Perkins Coie LLP. Mr. Alberg also
serves as a director of Active Voice Corporation, Amazon.com, Inc., Emeritus
Corporation and Visio Corporation.

CHRISTOPHER T. BAYLEY. Mr. Bayley has served as a director of ADIC since
1996, and his current term expires at our annual meeting in 2000. He served as a
director of Interpoint from 1987 to 1996. He has served as a principal of The
Madison Group, a public affairs consulting firm, since 1997. He has served as
chairman of Dylan Bay Companies since 1995, and of New Pacific Partners, a
Seattle-and Hong Kong-based investment bank, from 1992 to 1995. Mr. Bayley
served as president and chief executive officer of Glacier Park Company, a real
estate development firm, from 1985 to 1992. He served as senior vice president,
corporate affairs of Burlington Resources Inc., an oil and gas exploration
company, from 1989 to 1992. Mr. Bayley also serves as a director of The Commerce
Bank, as chairman of the Resource Action Council, and is a member of the board
of trustees of Scenic America and the E.B. Dunn Historic Garden Trust.

RUSSELL F. MCNEILL. Mr. McNeill has served as a director of ADIC since
1996, and his current term expires at our annual meeting in 2000. Mr. McNeill is
currently retired. Prior to its acquisition by Crane Co., he served as
Interpoint's secretary from 1977 to 1992, as a director from 1977 to 1996, and
as secretary emeritus from 1992 to October 1996. He is the former president of
Old National Bank of Washington and is currently a trustee emeritus of Whitman
College.

JOHN W. STANTON. Mr. Stanton has served as a director of ADIC since 1996,
and his current term expires at our annual meeting in 2002. He served as a
director of ADIC for five years prior to its acquisition by Interpoint, and as a
director of Interpoint for eight years prior to its acquisition by Crane Co. in
1996. Mr. Stanton has served as chairman of the board and chief executive
officer of both VoiceStream Wireless and Western Wireless Corporation and its
predecessor companies since 1992. He served as a director of McCaw Cellular
Communications, Inc. from 1987 to 1994, and was its vice chairman from 1988 to
1991. Mr. Stanton also serves as a director of Columbia Sportswear and as a
trustee of Whitman College.

43
<PAGE>

WALTER F. WALKER. Mr. Walker has served as a director of ADIC since 1996,
and his current term expires at our annual meeting in 2001. He served as a
director of Interpoint from 1995 to 1996. Mr. Walker has served as president of
the Seattle SuperSonics, a subsidiary of Ackerley Communications, Inc., since
1994. He served as president of Walker Capital, a money management firm, from
March 1994 to September 1994 and as a vice president of Goldman Sachs & Co., an
investment banking firm, from 1987 to 1994. Mr. Walker also serves as a director
of Drexler Technology and Redhook Ale Brewery, Incorporated, as a member of the
University of Virginia Board of Visitors and as a director of the Washington
State Special Olympics Board.

44
<PAGE>
PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of our outstanding common stock as of July 31, 1999, by:

- each shareholder that we know who owns more than 5% of our common stock;

- each of our directors;

- our chief executive officer and our four most highly compensated executive
officers for the fiscal year ended October 31, 1998; and

- all of our directors and executive officers as a group.

The percentages under the "Percentage of Shares Beneficially Owned" column
are based on 20,195,644 shares outstanding on July 31, 1999 and 25,195,644
shares outstanding after this offering.

We determined beneficial ownership in accordance with rules of the SEC.
Beneficial ownership includes voting power and/or investment power with respect
to the securities held by the named individuals. Shares of common stock subject
to options currently exercisable or exercisable within 60 days of July 31, 1999,
are deemed outstanding for purposes of computing the percentage beneficially
owned by the person holding the options but are not deemed outstanding for
purposes of computing the percentage beneficially owned by any other person.
Except as otherwise noted, the persons or entities named have sole voting and
investment power with respect to all shares shown as beneficially owned by them.

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF SHARES
SHARES BENEFICIALLY
OWNED(1) BENEFICIALLY OWNED
-------------------- ------------------------
<S> <C> <C> <C>
BEFORE AFTER
NAME OFFERING OFFERING
- ------------------------------------------------------------------------
5% SHAREHOLDERS:
Fidelity Management & Research........................................ 2,282,400 11.3% 9.1%
82 Devonshire Street
Boston, MA 02109
Kennedy Capital Management, Inc....................................... 1,214,800 6.0% 4.8%
10829 Olive Blvd.
St. Louis, MO 63141
Silverman Partners, L.P............................................... 1,016,000 5.0% 4.0%
120 Broadway
New York, NY 10271
DIRECTORS AND OFFICERS:
John W. Stanton(1).................................................... 769,328 3.8% 3.1%
Peter H. van Oppen(2)................................................. 220,484 1.1 *
Christopher T. Bayley(3).............................................. 98,000 * *
Walter F. Walker(4)................................................... 84,500 * *
Tom A. Alberg(5)...................................................... 69,100 * *
William C. Britts(6).................................................. 62,460 * *
Michel R. Grosbost(7)................................................. 45,000 * *
Charles H. Stonecipher(8)............................................. 30,102 * *
Leslie S. Rock(9)..................................................... 16,736 * *
Russell F. McNeill(10)................................................ 6,000 * *
All executive officers and directors as a group
(10 persons)(11).................................................... 1,401,710
6.9% 5.6%
</TABLE>

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

* Less than 1%.

(1) Includes 10,000 shares subject to issuance upon exercise of options that are
exercisable within 60 days of July 31, 1999.

45
<PAGE>

(2) Does not include 5,600 shares that are held in trust for Mr. van Oppen's
minor children or 3,000 shares that are held in a trust, for which Mr. van
Oppen serves as trustee, for the benefit of certain minor relatives of
Mr. van Oppen, as to which he disclaims beneficial ownership. Includes 484
shares owned by Mr. van Oppen's spouse and 20,000 shares subject to issuance
upon exercise of options that are exercisable within 60 days of July 31,
1999.

(3) Includes 2,000 shares owned by Mr. Bayley's spouse and 10,000 shares subject
to issuance upon exercise of options that are exercisable within 60 days of
July 31, 1999.

(4) Includes 24,500 shares subject to issuance upon exercise of options that are
exercisable within 60 days of July 31, 1999.

(5) Includes 13,600 shares owned by Raven Trust, a charitable trust of which
Mr. Alberg and his spouse are the trustees, and 9,500 shares subject to
issuance upon exercise of options that are exercisable within 60 days of
July 31, 1999.

(6) Includes 55,000 shares subject to issuance upon exercise of options that are
exercisable within 60 days of July 31, 1999.

(7) Represents 45,000 shares subject to issuance upon exercise of options that
are exercisable within 60 days of July 31, 1999.

(8) Includes 22,500 shares subject to issuance upon exercise of options that are
exercisable within 60 days of July 31, 1999.

(9) Includes 2,500 shares subject to issuance upon exercise of options that are
exercisable within 60 days of July 31, 1999.

(10) Represents 6,000 shares subject to issuance upon exercise of options that
are exercisable within 60 days of July 31, 1999.

(11) Includes 205,000 shares subject to issuance upon exercise of options that
are exercisable within 60 days of July 31, 1999, 484 shares owned by
Mr. van Oppen's spouse, 2,000 shares owned by Mr. Bayley's spouse and 13,600
shares owned by Raven Trust, a charitable trust of which Mr. Alberg and his
spouse are the trustees. Does not include 5,600 shares that are held in
trust for Mr. van Oppen's minor children or 3,000 shares that are held in a
trust, for which Mr. van Oppen serves as trustee, for the benefit of certain
minor relatives of Mr. van Oppen, as to which he disclaims beneficial
ownership.

46
<PAGE>
UNDERWRITING

Subject to the terms and conditions contained in an underwriting agreement
dated , 1999, the underwriters named below, who are represented by
Donaldson, Lufkin & Jenrette Securities Corporation, Hambrecht & Quist LLC,
Bear, Stearns & Co. Inc. and Needham & Company, Inc., have severally agreed to
purchase from ADIC the respective numbers of shares of common stock set forth
opposite their names below.

<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF SHARES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation........................
Hambrecht & Quist LLC......................................................
Bear, Stearns & Co. Inc....................................................
Needham & Company, Inc.....................................................
-----------

Total...................................................................... 5,000,000
===========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
underwriters to purchase and accept delivery of the shares of our common stock
offered hereby are subject to approval by their counsel of certain legal matters
and to certain other conditions. The underwriters are obligated to purchase and
accept delivery of all the shares of our common stock offered hereby, other than
those shares covered by the over-allotment option described below, if any are
purchased.

The underwriters initially propose to offer the shares of our common stock
in part directly to the public at the public offering price set forth on the
cover page of this prospectus and in part to certain dealers, including the
underwriters, at such price less a concession not in excess of $
per share. The underwriters may allow, and such dealers may re-allow, to certain
other dealers a concession not in excess of $ per share. After the initial
offering of our common stock, the public offering price and other selling terms
may be changed by the representatives of the underwriters at any time without
notice.

DLJDIRECT Inc., an affiliate of Donaldson, Lufkin & Jenrette Securities
Corporation and a member of the selling group, is facilitating the distribution
of the shares sold in this offering over the Internet. The underwriters have
agreed to allocate a limited number of shares to DLJDIRECT Inc. for sale to its
brokerage account holders.

The following table shows the underwriting fees we will pay to the
underwriters in connection with this offering. These amounts are shown assuming
both no exercise and full exercise of the underwriters' option to purchase
additional shares of our common stock.

<TABLE>
<CAPTION>
PAID BY ADIC
-------------------------
FULL
NO EXERCISE EXERCISE
<S> <C> <C>
Per share.......................................................... $ $
Total.............................................................. $ $
</TABLE>

We will pay the offering expenses, estimated to be $400,000.

ADIC will grant to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to an additional 750,000 shares of
our common stock at the public offering price less the underwriting fees. The
underwriters may exercise their option solely to cover over-allotments, if any,
made in connection with this offering. To the extent that the underwriters
exercise their option, each underwriter will become obligated, subject to
conditions contained in the underwriting agreement, to purchase a number of
additional shares of our common stock approximately proportionate to that
underwriter's initial purchase commitment.

47
<PAGE>
We have agreed to indemnify the underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments that the underwriters may be required to make in respect
to those liabilities.

Each of ADIC, our executive officers and directors will agree, subject to
certain exceptions, not to

- offer, pledge, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of, directly or
indirectly, any shares of our common stock or any securities convertible
into or exercisable or exchangeable for our common stock, or

- enter into any swap or other arrangement that transfers all or a portion
of the economic interest associated with the ownership of any common stock

until December 20, 1999 without the prior written consent of Donaldson,
Lufkin & Jenrette Securities Corporation. Until the expiration of such period,
ADIC may grant stock options pursuant to its existing stock option plans and may
issues shares of common stock upon the exercise of an option or warrant or the
conversion of a security outstanding as of the date of this prospectus. In
addition, during such period, ADIC also has agreed not to file any registration
statement with respect to, and each of its executive officers, directors and
certain shareholders of ADIC have agreed not to make any demand for, or exercise
any right with respect to, the registration of any shares of common stock or any
securities convertible into or exercisable or exchangeable for common stock
without the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation.

Our shares of common stock are listed on the Nasdaq National Market under
the symbol "ADIC."

The shares of common stock offered by this prospectus may not be offered or
sold, directly or indirectly, nor may this prospectus or any other offering
material or advertisements in connection with the offer and sale of any such
shares of common stock be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with the applicable rules and
regulations of such jurisdiction. Persons into whose possession this prospectus
comes are advised to inform themselves about and observe any restrictions
relating to the offering and the distribution of this prospectus. This
prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any shares of common stock offered hereby in any jurisdiction in which such
offer or a solicitation is unlawful.

The underwriters and dealers may engage in passive market making
transactions in the common stock in accordance with Rule 103 of Regulation M
promulgated by the SEC. In general, a passive market maker may not bid for or
purchase shares of common stock at a price that exceeds the highest independent
bid. In addition, the net daily purchases made by any passive market maker
generally may not exceed 30% of its average daily trading volume in the common
stock during a specified two-month prior period, or 200 shares, whichever is
greater. A passive market maker must identify passive market making bids as such
on the Nasdaq electronic inter-dealer reporting system. Passive market making
may stabilize or maintain the market price of our common stock above independent
market levels. Underwriters and dealers are not required to engage in passive
market making and may end passive market making activities at any time.

In connection with this offering, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of ADIC's
common stock. Specifically, the underwriters may over-allot the offering,
creating a syndicate short position. The underwriters may bid for and purchase
shares of common stock in the open market to cover such syndicate short position
or to stabilize the price of the common stock. In addition, the underwriting
syndicate may reclaim selling concessions from syndicate members and selected
dealers if they repurchase previously distributed common stock in syndicate
covering transactions, in stabilizing transactions or otherwise. These
activities may stabilize or maintain the market price of the common stock above
independent market levels. The underwriters are not required to engage in these
activities, and may end any of these activities at any time.

48
<PAGE>
LEGAL MATTERS

Certain legal matters will be passed on for ADIC by Perkins Coie LLP,
Seattle, Washington. Certain legal matters will be passed on for the
underwriters by Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional
Corporation, Palo Alto, California. As to matters of Washington law, Howard,
Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation, will rely
on the opinion of Perkins Coie LLP.

EXPERTS

The financial statements as of October 31, 1998 and 1997 and for each of the
three years in the period ended October 31, 1998 included in this prospectus and
the financial statements incorporated in this prospectus by reference to the
Annual Report on Form 10-K for the year ended October 31, 1998, have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

49
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants.......................................................................... F-2

Consolidated Balance Sheets................................................................................ F-3

Consolidated Statements of Income.......................................................................... F-4

Consolidated Statements of Changes in Shareholders' Equity................................................. F-5

Consolidated Statements of Cash Flows...................................................................... F-6

Notes to Consolidated Financial Statements................................................................. F-8
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Shareholders of
Advanced Digital Information Corporation

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of changes in shareholders' equity and of
cash flows present fairly, in all material respects, the financial position of
Advanced Digital Information Corporation and its subsidiaries at October 31,
1998 and 1997, and the results of their operations and their cash flows for each
of the three years in the period ended October 31, 1998, in conformity with
generally accepted accounting principles. 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 audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Seattle, Washington
December 8, 1998

F-2
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
AS OF OCTOBER 31,
----------------------------- AS OF JULY 31,
1997 1998 1999
(UNAUDITED)
<S> <C> <C> <C>
ASSETS

Current assets:
Cash and cash equivalents...................................... $ 32,806,822 $ 28,225,892 $ 31,657,804
Accounts receivable, net of allowances of $324,000 in 1997,
$476,000 in 1998 and $610,000 in 1999........................ 18,078,302 31,797,375 34,763,776
Inventories, net............................................... 16,074,787 32,293,526 34,078,318
Marketable equity securities................................... -- 2,135,449 1,720,052
Prepaid expenses and other..................................... 714,979 1,500,145 1,200,883
Deferred income taxes.......................................... 767,688 1,339,879 1,339,879
------------- -------------- --------------
Total current assets......................................... 68,442,578 97,292,266 104,760,712
------------- -------------- --------------
Property, plant and equipment, net............................... 2,509,267 7,351,305 7,892,753
Deferred income taxes............................................ 89,414 62,681 62,681
Investment in common stock....................................... 4,000,000 4,000,000 15,000,000
Intangible and other assets...................................... 152,634 3,700,374 1,959,721
------------- -------------- --------------
Total assets................................................. $ 75,193,893 $ 112,406,626 $ 129,675,867
============= ============== ==============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable............................................... $ 11,237,131 $ 16,986,445 $ 22,166,812
Accrued liabilities............................................ 2,594,831 7,901,981 8,327,174
Income taxes payable........................................... 1,252,324 397,539 640,673
Deferred revenue............................................... -- 2,252,106 3,682,472
Current portion of long-term debt.............................. -- 3,172,328 8,548,944
------------- -------------- --------------
Total current liabilities.................................... 15,084,286 30,710,399 43,366,075
------------- -------------- --------------
Long-term debt................................................... -- 18,368,092 9,102,462
Other long-term liabilities...................................... -- 300,000 --
Minority interest................................................ -- 24,744 405,612
Commitments (Note 15)............................................ -- -- --
Shareholders' equity:
Preferred stock, no par value; 2,000,000 shares authorized;
none issued and outstanding.................................. -- -- --
Common stock, no par value; 40,000,000 shares authorized,
20,195,644 issued and outstanding at
July 31, 1999 (19,532,322 in 1998)........................... 45,808,291 46,231,387 50,510,901
Retained earnings.............................................. 14,479,104 16,009,334 27,153,040
Cumulative translation adjustment.............................. (177,788) 762,670 (862,223)
------------- -------------- --------------
Total shareholders' equity................................... 60,109,607 63,003,391 76,801,718
------------- -------------- --------------
Total liabilities and shareholders' equity................. $ 75,193,893 $ 112,406,626 $ 129,675,867
============= ============== ==============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-3
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FISCAL YEARS ENDED OCTOBER 31, NINE MONTHS ENDED JULY 31,
-------------------------------------------- -----------------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
(UNAUDITED)
Net sales......................... $ 58,956,993 $ 93,203,531 $ 114,556,941 $ 72,985,581 $ 160,379,444
Cost of sales..................... 41,886,619 65,555,559 81,388,832 51,790,825 105,830,141
------------- ------------- -------------- ------------- --------------
Gross profit.................... 17,070,374 27,647,972 33,168,109 21,194,756 54,549,303
------------- ------------- -------------- ------------- --------------
Operating expenses:
Selling and administrative...... 9,846,324 13,556,059 20,792,883 12,943,609 27,502,146
Acquired in-process
technology.................... -- -- 4,492,056 -- --
Research and development........ 1,541,647 2,909,460 4,483,145 2,062,765 9,490,448
------------- ------------- -------------- ------------- --------------
11,387,971 16,465,519 29,768,084 15,006,374 36,992,594
------------- ------------- -------------- ------------- --------------
Operating profit.................. 5,682,403 11,182,453 3,400,025 6,188,382 17,556,709
Other income (expense):
Interest income................. 19,459 1,095,991 1,027,934 789,959 516,595
Interest expense................ (527,951) -- (311,054) -- (728,849)
Gain on sale of marketable
equity securities............. -- -- 247,814 247,814 570,969
Foreign currency transaction
gains, net.................... 113,821 384,972 364,020 200,409 206,518
Other........................... -- (93,402)
------------- ------------- -------------- ------------- --------------
(394,671) 1,480,963 1,328,714 1,238,182 471,831
------------- ------------- -------------- ------------- --------------
Income before provision for income
taxes........................... 5,287,732 12,663,416 4,728,739 7,426,564 18,028,540
Provision (benefit) for income
taxes:
Current......................... 1,981,631 4,538,494 3,719,222 2,379,199 6,503,966
Deferred........................ (124,098) (372,276) (545,457) -- --
------------- ------------- -------------- ------------- --------------
1,857,533 4,166,218 3,173,765 2,379,199 6,503,966
------------- ------------- -------------- ------------- --------------
Minority interest................. -- -- 24,744 -- 380,868
------------- ------------- -------------- ------------- --------------
Net income........................ $ 3,430,199 $ 8,497,198 $ 1,530,230 $ 5,047,365 $ 11,143,706
============= ============= ============== ============= ==============
Basic net income per share........ $ 0.21 $ 0.47 $ 0.08 $ 0.26 $ 0.56
============= ============= ============== ============= ==============
Diluted net income per share...... $ 0.21 $ 0.46 $ 0.08 $ 0.25 $ 0.54
============= ============= ============== ============= ==============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-4
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

YEARS ENDED OCTOBER 31, 1996, 1997 AND 1998
AND NINE MONTHS ENDED JULY 31, 1999

<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK OTHER TOTAL
------------------------- RETAINED COMPREHENSIVE SHAREHOLDERS'
SHARES AMOUNT EARNINGS INCOME EQUITY
<S> <C> <C> <C> <C> <C>
Balance at October 31, 1995.................... 2,000 $ 701,752 $ 2,551,707 $ 133,319 $ 3,386,778
Stock dividend to Interpoint................... 16,001,984 -- -- -- --
Contribution of capital from Interpoint........ -- 19,628,054 -- -- 19,628,054
Comprehensive income:
Net income................................... -- -- 3,430,199 -- --
Foreign currency translation adjustment........ -- -- -- (57,929) --
Comprehensive income......................... -- -- -- -- 3,372,270
----------- ------------ ------------ ------------ -----------
Balance at October 31, 1996.................... 16,003,984 20,329,806 5,981,906 75,390 26,387,102
Shares issued, net of costs.................... 3,000,000 23,708,784 -- -- 23,708,784
Contribution of capital........................ -- 266,503 -- -- 266,503
Exercise of stock options, including tax
benefit of $1,064,197........................ 395,664 1,503,198 -- -- 1,503,198
Comprehensive income:
Net income................................... -- -- 8,497,198 -- --
Foreign currency translation adjustment...... -- -- -- (253,178) --
Comprehensive income..................... -- -- -- -- 8,244,020
----------- ------------ ------------ ------------ -----------
Balance at October 31, 1997.................... 19,399,648 45,808,291 14,479,104 (177,788) 60,109,607
Shares repurchased............................. (59,000) (200,258) -- -- (200,258)
Purchases under Stock Purchase Plan............ 44,998 142,236 -- -- 142,236
Exercise of stock options, including tax
benefit of $317,472.......................... 146,676 481,118 -- -- 481,118
Comprehensive income:
Net income................................... -- -- 1,530,230 -- --
Foreign currency translation adjustment...... -- -- -- 940,458 --
Comprehensive income....................... -- -- -- -- 2,470,688
----------- ------------ ------------ ------------ -----------
Balance at October 31, 1998.................... 19,532,322 46,231,387 16,009,334 762,670 63,003,391
Purchases under Stock Purchase Plan
(unaudited).................................. 101,996 292,602 -- -- 292,602
Exercise of stock options, including tax
benefit of $1,794,000 (unaudited)............ 561,326 3,986,912 -- -- 3,986,912
Comprehensive income:
Net income (unaudited)....................... -- -- 11,143,706 -- --
Foreign currency translation adjustment
(unaudited)................................ -- -- -- (1,624,893) --
Comprehensive income (unaudited)........... -- -- -- -- 9,518,813
----------- ------------ ------------ ------------ -----------
Balance July 31, 1999 (unaudited).............. 20,195,644 $ 50,510,901 $ 27,153,040 $ (862,223) $76,801,718
=========== ============ ============ ============ ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-5
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FISCAL YEARS ENDED OCTOBER 31, NINE MONTHS ENDED JULY 31,
-------------------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................... $ 3,430,199 $ 8,497,198 $ 1,530,230 $ 5,047,365 $ 11,143,706
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization................ 607,479 847,234 1,589,629 874,807 2,796,720
Minority interest............................ -- -- 24,744 -- 380,868
Allowance for doubtful accounts receivable... 133,608 136,678 151,909
Allowance for inventory obsolescence......... 587,334 271,597 1,014,051 -- --
Acquired in-process technology............... -- -- 4,492,056 -- --
Gain on sale of marketable equity
securities................................. -- -- (247,814) (247,814) (570,969)
Deferred income taxes........................ (124,098) (372,276) 1,229 -- --
Assets retired............................... -- -- 89,177 -- 157,493
Change in assets and liabilities, net of
effects from purchase of EMASS, Inc.:
Accounts receivable.......................... (7,133,048) (5,561,698) (3,202,489) (2,167,387) (3,774,377)
Inventories.................................. (6,190,465) (5,550,102) (1,974,716) (4,916,788) (2,638,092)
Prepaid expenses and other................... (60,355) (443,687) 225,322 138,836 212,178
Other assets................................. 24,221 39,424 (71,123) (46,267) (50,665)
Accounts payable............................. 4,544,059 2,824,342 2,710,791 (3,986,130) 5,480,376
Accrued liabilities.......................... 649,061 1,052,028 (1,679,326) (565,452) 689,695
Income taxes payable......................... 49,692 1,006,809 (489,382) (296,074) 1,717,521
Deferred revenue............................. -- -- 194,755 -- 1,547,216
----------- ----------- ------------ ------------ ------------
Net cash provided by (used in) operating
activities................................... (3,482,313) 2,747,547 4,359,043 (6,164,904) 17,091,670
----------- ----------- ------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment.... (910,718) (1,831,493) (3,362,582) (2,511,984) (3,626,477)
Investment in marketable equity securities... -- -- (3,003,908) (3,003,908) (1,769,488)
Proceeds from sale of marketable equity
securities................................. -- -- 1,116,273 1,116,273 2,755,854
Acquisition of EMASS, Inc., net of cash
acquired................................... -- -- (23,472,834) -- --
Investment in common stock................... -- (4,000,000) -- -- (11,000,000)
----------- ----------- ------------ ------------ ------------
Net cash used in investing activities.......... (910,718) (5,831,493) (28,723,051) (4,399,619) (13,640,111)
----------- ----------- ------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term and long-term
borrowings................................. -- -- 20,000,000 -- 10,733,894
Repayment of long-term debt.................. -- -- (544,858) -- (14,233,593)
Repayment of other long-term liabilities..... -- -- -- -- (300,000)
Proceeds from issuance of common stock,
net........................................ -- 23,708,784 -- -- --
Repurchase of common stock................... -- -- (200,258) -- --
Capital contribution from Interpoint, net of
loans forgiven............................. 10,000,000 266,503 -- -- --
Proceeds from issuance of common stock for
stock options and stock purchase plan,
including tax benefit...................... -- 1,503,198 305,882 140,420 4,279,514
Net increase in loans from Interpoint.......... 4,218,366 -- -- -- --
----------- ----------- ------------ ------------ ------------
Net cash provided by financing activities...... 14,218,366 25,478,485 19,560,766 140,420 479,815
----------- ----------- ------------ ------------ ------------
Effect of exchange rate changes on cash........ (12,390) (24,500) 222,312 (91,797) (499,462)
----------- ----------- ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents.................................. 9,812,945 22,370,039 (4,580,930) (10,515,900) 3,431,912
Cash and cash equivalents at beginning of
period....................................... 623,838 10,436,783 32,806,822 32,806,822 28,225,892
----------- ----------- ------------ ------------ ------------
Cash and cash equivalents at end of period..... $10,436,783 $32,806,822 $ 28,225,892 $ 22,290,922 $ 31,657,804
=========== =========== ============ ============ ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-6
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
FISCAL YEARS ENDED OCTOBER 31,
--------------------------------------
1996 1997 1998
<S> <C> <C> <C>
CASH PAID DURING THE PERIOD FOR:
Interest............................................ $ 508,492 $ -- $ 195,720
Income taxes........................................ $ 404,668 $ 2,467,469 $ 3,722,491
</TABLE>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Loans from Interpoint Corporation, in the amount of $9,628,054, were
forgiven just prior to the distribution at October 16, 1996 (Note 18).

The Company purchased all of the outstanding stock of EMASS, Inc. in
August 1998 (Note 2). In conjunction with the acquisition, liabilities were
assumed as follows:

<TABLE>
<S> <C>
Fair value of assets acquired.................................. $38,908,639
Cash paid...................................................... 25,056,549
----------
Liabilities assumed............................................ $13,852,090
==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-7
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The financial statements consolidate the accounts of Advanced Digital
Information Corporation, its wholly owned subsidiaries EMASS, Inc. ("EMASS") and
ADIC Europe SARL ("ADE") and EMASS's 80% owned subsidiary ADIC/GRAU Storage
Systems GmbH & Co. KG ("Grau"). The companies are collectively hereinafter
referred to as "ADIC" or the "Company." All intercompany transactions have been
eliminated.

UNAUDITED INTERIM FINANCIAL STATEMENTS

In the opinion of management, all normal recurring adjustments which are
necessary for the fair presentation of the results for the nine months ended
July 31, 1998 and 1999 are reflected herein. Operating results for the nine
months ended July 31, 1999 are not necessarily indicative of results to be
expected for a full year.

NATURE OF OPERATIONS

ADIC designs, manufactures, markets and services automated high-performance
data storage products used to back up and archive electronic data in
client/server network computing environments. The Company's storage management
software is an integrated family of software products. The Company sells its
products on an international basis to resellers, original equipment
manufacturers and end users.

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 amounts of assets and liabilities and
disclosures 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.

Estimates that are particularly susceptible to significant change in the
near term are the adequacy of the allowances for sales returns, inventory
obsolescence and allocation of purchase price and estimated valuation of
purchased, developed and in-process technology.

REVENUE RECOGNITION

The Company records revenue from sales of small libraries when the products
are shipped to customers, net of a provision for anticipated returns. Revenue
from large library product sales is recognized upon customer acceptance, which
occurs after delivery and installation are completed. Revenue from software
sales is recognized when the criteria of Statement of Position No. 97-2,
"Software Revenue Recognition" ("SOP 97-2"), have been met. These criteria
include, but are not limited to, software delivery, the Company's lack of other
significant obligations to the customer and a determination that collectability
of the amount due is probable. The Company's software products do not require
significant production, modification or customization by the Company or the
customer.

F-8
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue from sales of services is recognized when services are performed and
billable, except for extended service agreements. Revenue under extended service
agreements is deferred and recognized ratably over the life of the service
agreement. Estimates of rebates and other reductions of sales due to promotional
activities are estimated at the time of the sale and accrued for by the Company.

Certain distributors of small libraries have the right, on a quarterly
basis, to return products according to a stock rotation policy. Typically, the
value of the products returned cannot exceed 15% of the previous quarter's
purchases, the returns must be accompanied by offsetting orders of commensurate
value, and the products returned must be new and in sealed cartons. The Company
accrues a provision for the estimated sales returns, allowances and discounts in
the period the products are shipped to customers.

WARRANTY EXPENSE

For standard Company products, parts and labor are covered under warranty
for periods between three months and three years. With respect to drives and
tapes used in the Company's products but manufactured by a third party, the
Company passes on to the customer the warranty on such drives and tapes provided
by the manufacturer. A provision for costs related to warranty expense is
recorded when revenue is recognized.

ADVERTISING EXPENSE

The Company has cooperative advertising agreements with certain of its
domestic and international distributors for the promotion of ADIC product sales.
These agreements allow the distributors to be reimbursed by the Company for
approved promotional activities. The amounts available for reimbursement are
related to a percentage of the distributor's eligible purchases from the
Company. The Company accrues for cooperative advertising as the related revenue
is recognized. All other advertising costs are expensed as incurred.

RESEARCH AND DEVELOPMENT COSTS

Expenditures relating to the development of new products and processes,
including significant improvements and refinements to existing products, are
expensed as incurred.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, short-term investments,
accounts receivable, accounts payable and accrued liabilities approximate fair
value because of the short-term nature of these instruments. The carrying value
of the Company's long-term debt approximates fair value as the debt bears
interest that adjusts based upon market interest rates.

CONCENTRATION OF CREDIT RISK

The Company sells products to a wide variety of industries on a worldwide
basis. In countries or industries where the Company is exposed to material
credit risk, sufficient collateral, including cash

F-9
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
deposits and/or letters of credit, is required prior to the completion of a
transaction. The Company does not believe there is a material credit risk beyond
that provided in the financial statements in the ordinary course of business.

The Company sells a significant portion of its products through third-party
resellers and, as a result, experiences individually significant annual sales
volumes with major distributors. Approximately $25,566,000 (22%) and $16,945,000
(15%) of the Company's fiscal 1998 revenues were from one customer and a second
customer, respectively. The same two customers accounted for fiscal 1997 and
1996 revenues of $25,707,000 (28%) and $18,101,000 (19%), and $13,315,000 (23%)
and $12,610,000 (21%), respectively. These two customers represented 20% and 58%
of the accounts receivable balance at October 31, 1998 and 1997, respectively.

CASH AND CASH EQUIVALENTS

Cash equivalents are short-term, highly liquid investments and consist of
investments in commercial paper and marketable debt securities which are readily
convertible to cash without penalty and subject to insignificant risk of changes
in value. The Company's cash and cash equivalents balance consists of the
following:

<TABLE>
<CAPTION>
AS OF OCTOBER 31,
----------------------------
1997 1998
<S> <C> <C>
Cash........................................................... $ 8,091,286 $ 18,998,750
Commercial paper............................................... 4,457,558 7,973,553
Marketable debt securities..................................... 20,257,978 1,253,589
------------- -------------
Total...................................................... $ 32,806,822 $ 28,225,892
============= =============
</TABLE>

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or market.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost, except for property,
plant and equipment of EMASS and Grau, which have been reduced for certain
negative goodwill associated with the acquisition of EMASS by ADIC. Depreciation
and amortization are computed on the straight-line method over the estimated
useful lives of the assets as follows: machinery and equipment and office
equipment, 3 to 10 years; and leasehold improvements, the life of the lease.
Expenditures for maintenance and repairs are charged to income as incurred.

INTANGIBLE ASSETS

Intangible assets resulting from the acquisition of EMASS include acquired
developed technology and assembled workforce, which were recorded at their fair
value less a pro rata reduction for negative

F-10
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
goodwill as of the date of the acquisition. These assets are amortized over the
periods estimated to be benefited, five years and three years, respectively.

INCOME TAXES

Provision for income taxes have been recorded in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("FAS 109"). Under the liability method of FAS 109, deferred tax assets and
liabilities are determined based on differences between financial reporting and
tax bases of assets and liabilities and are measured using enacted tax rates and
laws that will be in effect when the differences are expected to be recovered or
settled.

Through October 15, 1996, ADIC's operations were included in consolidated
income tax returns filed by Interpoint. Income taxes in the accompanying
financial statements for the associated period have been computed assuming the
Company filed separate income tax returns worldwide.

Deferred taxes result from the difference between the tax basis and fair
value of EMASS assets, the use of accelerated depreciation for tax purposes and
from the timing of tax deductions for allowances and accrued expenses.

FOREIGN CURRENCY TRANSLATIONS

The financial statements of ADE and Grau have been translated into U.S.
dollars in accordance with Statement of Financial Accounting Standards No. 52
"Foreign Currency Translation." Under the provisions of this Statement, all
assets and liabilities in the balance sheets of ADE and Grau, whose functional
currency is the French franc and German mark, respectively, are translated at
year-end exchange rates, and translation gains and losses are accumulated in a
separate component of shareholders' equity.

FOREIGN CURRENCY TRANSACTIONS AND FORWARD CONTRACTS

Foreign currency transaction gains and losses are a result of the effect of
exchange rate changes on transactions denominated in currencies other than the
functional currency, including U.S. dollars. Gains and losses on those foreign
currency transactions are included in determining net income or loss for the
period in which exchange rates change. The effect of exchange rate fluctuations
on the results of operations is minimized by the offsetting nature of ADE and
Grau foreign currency transactions. In addition, the Company may enter into
foreign currency forward contracts to hedge transactions which are not otherwise
offset. Foreign currency forward exchange contracts represent agreements to
exchange the currency of one country for the currency of another country at an
agreed-upon price, on an agreed-upon settlement date. Foreign currency forward
exchange contracts are accounted for by the fair value method, and are typically
three months or less in length. There were no outstanding contracts at
October 31, 1997 or 1998.

F-11
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK SPLIT

All references to the number of shares and per share amounts of the
Company's common stock in the accompanying financial statements and these notes
have been restated to reflect a two-for-one stock split effected on August 12,
1999 in the form of a share dividend on shares of our common stock outstanding
on August 6, 1999.

STOCK-BASED COMPENSATION

Stock-based compensation plans are accounted for using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25").

EARNINGS PER SHARE

The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("FAS 128"), in the first quarter of fiscal 1998. Basic
earnings per share is computed based on the weighted average number of shares of
common stock outstanding during the period. Diluted earnings per share is
computed based on the weighted average number of shares of common stock
outstanding during the period increased by the weighted average number of common
stock equivalents outstanding during the period, using the treasury stock
method.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("FAS 130"). FAS 130, which is effective for all periods beginning after
December 15, 1997, establishes standards for reporting and displaying
comprehensive income and its components with the same prominence as other
financial statements. The Company expects that adoption in fiscal year 1999 will
have no material impact on the Company's reported financial results.

In June 1997 the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
("FAS 131"). FAS 131, which is effective for fiscal years beginning after
December 15, 1997, establishes new disclosure requirements for operating
segments, including products, services, geographic area and major customers. The
Company will adopt FAS 131 for its 1999 fiscal year, but does not expect the new
accounting standard to have a material effect on the Company's reported
financial results.

In June 1998, Statement of Financial Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("FAS 133"), was issued. FAS 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. In July 1999, the FASB issued Statement of Financial
Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB Statement No. 133" ("FAS
137"). FAS 137 defers the effective date until the fiscal year ending October
31, 2001. The Company will adopt FAS 133 in its quarter ending January 31, 2001
and does not expect such adoption to have an impact on its results of
operations, financial position or cash flows.

F-12
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

2. ACQUISITION OF EMASS, INC.

In July 1998, ADIC entered into a Stock Purchase Agreement ("Agreement")
with Raytheon E-Systems, Inc. ("RES") to purchase all of the outstanding stock
of EMASS, a wholly owned subsidiary of RES (the "Acquisition"). EMASS is a
provider of large-scale libraries and open systems storage software. The
Acquisition was accounted for by the purchase method of accounting in accordance
with Accounting Principles Board Opinion No. 16, "Business Combinations" ("APB
16"), and, accordingly, the operating results of EMASS have been included in the
consolidated operating results since the date of Acquisition, August 19, 1998.
Pursuant to the terms of the Agreement, ADIC made a cash payment of $24,766,000
to RES and assumed approximately $2,000,000 in mortgage indebtedness. The
Acquisition was funded through a combination of cash and debt.

A summary of assets acquired and liabilities assumed at the date of the
Acquisition, as determined in accordance with APB 16, is presented in the table
below. The acquired in-process technology has not yet reached technological
feasibility and has no alternative future use. The fair value of the net assets
exceeded the purchase price: consequently, no goodwill has been recorded and the
excess has been allocated to reduce proportionately the initial values assigned
to noncurrent assets.

<TABLE>
<S> <C>
Cash........................................................... $ 1,583,715
Accounts receivable............................................ 10,493,341
Inventories.................................................... 14,632,283
Prepaid expenses and other..................................... 1,522,661
Property, plant and equipment.................................. 2,517,408
Acquired in-process technology................................. 4,492,056
Intangible and other assets.................................... 3,667,175
Accounts payable and other current liabilities................. (11,913,016)
Long-term debt................................................. (1,639,074)
Other long-term liabilities.................................... (300,000)
Minority interest of 80% owned subsidiary...................... --
-----------
Net assets acquired.......................................... $25,056,549
===========
</TABLE>

The value of acquired in-process technology was determined by estimating the
stage of development of each in-process research and development project at the
date of acquisition and estimating cash flows resulting from anticipated
revenues generated from such projects, and then discounting the projected net
cash flow. Projects the Company is currently pursuing include a new large
library storage product and associated software, as well as separate software
products using UNIX and Windows NT platforms. Of the total value of acquired
in-process technology, approximately 49% was associated with the in-process
library products and 51% with the in-process software products. Given that the
valuation of the acquired in-process technology is an estimate, actual results
may change. If the estimate of the in-process technology were to decrease, the
value assigned to property, plant and equipment and intangible and other assets
acquired would increase.

F-13
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

2. ACQUISITION OF EMASS, INC. (CONTINUED)
The following summary (unaudited), prepared on a pro forma basis, combines
the consolidated results of operations for the years ended October 31, 1997 and
1998 as if EMASS had been acquired at November 1, 1996 and 1997, respectively.

<TABLE>
<CAPTION>
FISCAL YEARS ENDED OCTOBER 31,
------------------------------
1997 1998
<S> <C> <C>
Net sales............................................... $ 157,675,000 $ 167,667,000
Net loss................................................ $ (1,614,000) $ (3,055,000)
Basic net loss per share................................ $ (0.09) $ (0.16)
Diluted net loss per share.............................. $ (0.09) $ (0.16)
</TABLE>

The pro forma results are not necessarily indicative of what actually would
have occurred if the Acquisition had been in effect for the periods presented.
In addition, they are not intended to be a projection of future results and do
not reflect any synergies that might be achieved from consolidated operations.

3. MARKETABLE EQUITY SECURITIES

In January 1998, the Company began investing in certain equity securities.
In accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" ("FAS 115"),
these investments are classified as available-for-sale. Under FAS 115,
unrealized holding gains and losses are reflected as a net amount in a separate
component of shareholders' equity until realized. For the purpose of computing
realized gains and losses, costs are identified on a specific identification
basis. There is no significant difference between the cost basis and fair value
of these securities at October 31, 1998 or July 31, 1999. During each of the
nine-month periods ended July 31, 1998 and 1999, the Company sold certain
marketable equity securities and realized gains of $248,000 and $571,000,
respectively.

4. INVENTORIES

Inventories are comprised of the following:

<TABLE>
<CAPTION>
AS OF OCTOBER 31, AS OF JULY
---------------------------- 31,
1997 1998 1999
<S> <C> <C> <C>
Finished goods............................... $ 8,231,656 $ 13,104,058 $ 13,041,246
Work-in-process.............................. 1,416,067 3,382,683 4,018,577
Raw materials................................ 7,557,748 17,951,520 20,334,665
------------- ------------- -------------
17,205,471 34,438,261 37,394,488
Less: Allowance for inventory obsolescence... (1,130,684) (2,144,735) (3,316,170)
------------- ------------- -------------
Total.................................... $ 16,074,787 $ 32,293,526 $ 34,078,318
============= ============= =============
</TABLE>

F-14
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
AS OF OCTOBER 31,
--------------------------
1997 1998
<S> <C> <C>
Land and building................................................. $ -- $ 1,490,023
Machinery and equipment........................................... 4,366,343 6,923,443
Office equipment.................................................. 417,116 3,315,244
Leasehold improvements............................................ 415,493 618,592
------------ ------------
5,198,952 12,347,302
Less: Accumulated depreciation and amortization................... (2,689,685) (4,995,997)
------------ ------------
Total......................................................... $ 2,509,267 $ 7,351,305
============ ============
</TABLE>

Depreciation and amortization expense was $607,000, $847,000 and $1,445,000
in fiscal 1996, 1997 and 1998, respectively.

6. INTANGIBLE ASSETS

Intangible assets consists of the following:

<TABLE>
<CAPTION>
AS OF
OCTOBER 31,
1998
<S> <C>
Developed technology............................................................ $ 3,016,088
Assembled workforce............................................................. 627,272
------------
3,643,360
Less: Accumulated amortization.................................................. (169,231)
------------
Total....................................................................... $ 3,474,129
============
</TABLE>

7. INVESTMENTS IN COMMON STOCK

In August 1997, the Company purchased an approximately 15% interest in
Crossroads Systems, Inc. ("Crossroads") for an aggregate purchase price of
$4,000,000. This investment is accounted for under the cost method. Crossroads
develops products that provide interconnectivity between various network
protocols and Fibre Channel networks. ADIC does not exercise influence over, or
participate in the management or board of directors of, Crossroads.

Under an OEM agreement with Crossroads, also entered into in August 1997,
the Company markets interconnectivity products developed by Crossroads under the
ADIC brand name and serves as a master distributor for Crossroads products. This
agreement has a two-year term and may be terminated, modified or renewed as
mutually agreed upon by the parties. There are no minimum purchase requirements.

F-15
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

7. INVESTMENTS IN COMMON STOCK (CONTINUED)

In December 1998, the Company purchased an approximately 8% interest in
Network Integrity, Inc. for an aggregate purchase price of $4,000,000. This
investment is accounted for under the cost method. Network Integrity, Inc. is a
developer of specialized data protection software products.

In July 1999, the Company purchased an approximately 15% interest in
@Backup, Inc., an Internet-based backup and data service company, for an
aggregate purchase price of $7,000,000. This investment is accounted for under
the cost method.

8. ACCRUED LIABILITIES

Accrued liabilities are comprised of the following:

<TABLE>
<CAPTION>
AS OF OCTOBER 31,
--------------------------
1997 1998
<S> <C> <C>
Accrued payroll and related liabilities........................... $ 1,646,813 $ 4,548,151
Allowance for warranty returns.................................... 375,497 762,669
Taxes, other than income.......................................... 254,564 329,303
Interest.......................................................... -- 115,334
Other............................................................. 317,957 2,146,524
------------ ------------
Total......................................................... $ 2,594,831 $ 7,901,981
============ ============
</TABLE>

9. CREDIT AGREEMENT AND LONG-TERM DEBT

CREDIT AGREEMENT

ADIC has a $10 million unsecured line of credit with a bank expiring
February 28, 2001. All of this line was available at October 31, 1998.
Borrowings against the line of credit will bear interest at the bank's prime
rate or adjusted LIBOR rate. A credit agreement covers both the line of credit
and long-term note payable and requires the Company to maintain certain
financial ratios and levels of working capital, tangible net worth and
profitability. The Company was in compliance with each of these covenants at
October 31, 1998.

F-16
<PAGE>

ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

9. CREDIT AGREEMENT AND LONG-TERM DEBT (CONTINUED)

LONG-TERM DEBT

Long-term debt consists of the following at October 31, 1998:

<TABLE>
<S> <C>
Unsecured note payable to a bank in monthly installments of $235,000 through
August 2003 plus interest at the bank's prime rate or adjusted LIBOR rate,
6.758% at October 31, 1998................................................... $19,529,412
Local borrowings comprised of various notes payable by Grau and collateralized
by the Grau manufacturing facility in Germany, payable in quarterly
installments of principal and interest of $109,000 through fiscal 2005 and
with interest rates ranging from 4.05% to 6.70% at October 31, 1998, repaid
in full in May 1999.......................................................... 2,011,008
----------
$21,540,420
==========
</TABLE>

As of October 31, 1998, the maturities of long-term debt were as follows:

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, AMOUNT
<S> <C>
1999........................................................................... $ 3,172,328
2000........................................................................... 3,192,791
2001........................................................................... 3,206,439
2002........................................................................... 3,097,995
2003........................................................................... 8,358,239
Thereafter..................................................................... 512,628
-------------
21,540,420
Less: current maturities....................................................... (3,172,328)
-------------
$ 18,368,092
=============
</TABLE>

OPERATING LINES

In June 1999, ADIC finalized two operating lines provided by German banks
totaling approximately $8,900,000 in German marks and borrowed the entire
amount. These loans are due May 2003 and bear interest at each bank's rate,
approximately 3.2% through November 1999. Beginning in December 1999, the
interest rate varies; the Company has entered into a hedging contract to fix the
interest rate at 4.3%.

LONG-TERM DEBT

In May 1999, ADIC repaid the loans collateralized by the German
manufacturing facility and entered into a new loan, which is secured by the same
facility. The loan is payable in monthly installments of approximately $18,300
per month, plus interest at 4.4% through April 2009.

F-17
<PAGE>

ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

10. FEDERAL INCOME TAXES

Income before provision for income taxes was taxed under the following
jurisdictions:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED OCTOBER 31,
----------------------------------------
1996 1997 1998
<S> <C> <C> <C>
Current income tax:
U.S. federal...................................... $ 1,881,631 $ 3,692,339 $ 2,640,109
Foreign........................................... -- 832,155 1,069,113
State and local................................... 100,000 14,000 10,000
------------ ------------ ------------
Total current..................................... 1,981,631 4,538,494 3,719,222
------------ ------------ ------------
Deferred income tax:
U.S. federal...................................... (267,260) (372,276) (545,457)
Foreign........................................... 143,162 -- --
------------ ------------ ------------
Total deferred.................................... (124,098) (372,276) (545,457)
------------ ------------ ------------
Total provision for income taxes.................. $ 1,857,533 $ 4,166,218 $ 3,173,765
============ ============ ============
</TABLE>

The provision for federal income tax differs from the amount computed by
applying the statutory federal income tax rate to income before provision for
income taxes for the following reasons:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED OCTOBER 31,
----------------------------------------
1996 1997 1998
<S> <C> <C> <C>
Federal income tax at statutory rate of 34%......... $ 1,797,829 $ 4,305,561 $ 1,607,771
Change in valuation allowance....................... -- -- 68,000
Acquired in-process technology...................... -- -- 1,527,299
Tax-exempt interest income.......................... -- (130,827) (123,323)
Tax credits......................................... (1,000) (127,604) (68,046)
Activity of foreign subsidiaries.................... (35,344) 126,686 61,050
State income taxes.................................. 100,000 14,000 10,000
Other............................................... (3,952) (21,598) 91,014
------------ ------------ ------------
$ 1,857,533 $ 4,166,218 $ 3,173,765
============ ============ ============
</TABLE>

F-18
<PAGE>

ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

10. FEDERAL INCOME TAXES (CONTINUED)
The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets at October 31, 1997 and 1998 are:

<TABLE>
<CAPTION>
AS OF OCTOBER 31,
-------------------------
1997 1998
<S> <C> <C>
Deferred tax assets:
Inventories........................................................ $ 399,509 $ 3,554,271
Team Member compensated absences................................... 25,845 24,763
Allowance for warranty returns..................................... 85,193 134,467
Allowances for bad debt and sales returns.......................... 202,303 654,049
Plant and equipment................................................ 89,414 1,305,481
Net operating loss carryforwards................................... -- 969,000
Other.............................................................. 54,838 238,809
--------- ------------
Deferred tax assets................................................ 857,102 6,880,840
Deferred tax liability--intangible and other assets................ -- (693,260)
Net valuation allowance............................................ -- (4,785,020)
--------- ------------
Net deferred tax assets............................................ $ 857,102 $ 1,402,560
========= ============
</TABLE>

The net valuation allowance relates to certain timing differences and net
operating loss carryforwards for EMASS and Grau and was recorded at the date of
acquisition of EMASS. Tax benefits associated with any portion of this allowance
that is subsequently relieved will be allocated to further reduce noncurrent
intangible and other assets of EMASS.

Deferred U.S. income taxes are not provided for the earnings of the
Company's foreign subsidiaries because the Company expects those earnings will
be permanently reinvested. Net pretax operating results from the foreign
subsidiaries are income of $407,000, $2,075,000 and $2,428,000 for fiscal 1996,
1997 and 1998, respectively.

Grau has net operating loss carryforwards of approximately $4 million which
have no expiration date.

11. NET INCOME PER SHARE

Effective for the fiscal year ended October 31, 1998, net income per common
share is computed using FAS 128. All prior periods have been restated to conform
to the requirements of FAS 128. The adoption of FAS 128 did not have a material
impact on the Company's net income per share.

F-19
<PAGE>

ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

11. NET INCOME PER SHARE (CONTINUED)

The following table sets forth the computation of basic and diluted net
income per share for fiscal 1996, 1997 and 1998 and the nine months ended
July 31, 1998 and 1999:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED OCTOBER 31, NINE MONTHS ENDED JULY 31,
------------------------------------------- ----------------------------
1996 1997 1998 1998 1999
<S> <C> <C> <C> <C> <C>
Numerator:
Net income........................... $ 3,430,199 $ 8,497,198 $ 1,530,230 $ 5,047,365 $ 11,143,706
Denominator:
Denominator for basic net income per
share--weighted average shares..... 16,003,984 18,168,548 19,484,526 19,460,172 19,731,004
Dilutive potential common shares from
Team Member (employee) stock
options............................ 41,741 401,900 245,482 349,622 764,783
------------- ------------- ------------- ------------- -------------
Denominator for diluted net income
per share--adjusted weighted
average shares and assumed
conversions........................ 16,045,724 18,570,448 19,730,008 19,809,794 20,495,787
------------- ------------- ------------- ------------- -------------
Basic net income per share........... $ 0.21 $ 0.47 $ 0.08 $ 0.26 $ 0.56
============= ============= ============= ============= =============
Diluted net income per share......... $ 0.21 $ 0.46 $ 0.08 $ 0.25 $ 0.54
============= ============= ============= ============= =============
</TABLE>

12. CAPITAL STOCK

STOCK ISSUANCE

On March 12, 1997, ADIC completed a public offering of 3,050,000 shares of
its common stock. Of the total, 3,000,000 were sold by the Company and 50,000
shares were sold by a selling shareholder. Net proceeds of $23,709,000 were
received by the Company and used for working capital and other general corporate
purposes.

SHAREHOLDER RIGHTS PLAN

In July 1996, the Board of Directors adopted a shareholder rights plan
("Shareholder Rights Plan") in which preferred stock purchase rights were
distributed as a dividend at the rate of one right for each share of ADIC common
stock. The Shareholder Rights Plan is designed to deter coercive takeover
tactics and ensure that the Board of Directors can adequately protect the
interests of the shareholders in the event of a takeover attempt.

13. STOCK-BASED COMPENSATION PLANS

At October 31, 1998, the Company had three stock option plans. The 1996
Transition Plan comprises the stock options held by ADIC Team Members and
directors which were converted in

F-20
<PAGE>

ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

13. STOCK-BASED COMPENSATION PLANS (CONTINUED)

connection with the spin-off from Interpoint. There were 952,184 options issued
under this plan at exercise prices ranging from $.21985 to $2.6164. No further
options may be issued under this plan. In addition, 2,065,000 shares are
reserved under the Company's 1996 and Alberg Stock Option Plans for Team
Members, directors, officers, consultants, agents, advisors and independent
contractors of the Company. Terms of the plans require the option price to be
equal to the fair market value on the date of grant. Options may be exercisable
for all or part of the shares as determined by the option and the majority of
the options issued under these plans expire five years from the date of grant.

During fiscal 1998, certain nonexecutive Team Members were given the
opportunity to cancel existing grants and receive new grants. In each case, the
new option price was equal to or greater than the fair market value on the date
of grant and the vesting and expiration schedules were the same as for any new
grant, i.e., any vesting associated with the canceled grant was forfeited.

In February 1998, the shareholders approved a Stock Purchase Plan to provide
eligible Team Members the ability to purchase shares of common stock on
favorable terms through payroll deductions. In accordance with this plan, 44,998
shares of stock were issued during fiscal 1998.

The Company accounts for the above-described stock option and stock purchase
plans (the "Plans") following the guidelines of APB 25 and related
interpretations. No compensation cost has been recognized for stock options
granted and stock purchased under the Plans. Had compensation cost for the Plans
been determined based on the fair value at the grant dates for awards under the
Plans consistent with the method of FAS 123, the Company's net income, basic and
diluted net income per share and pro forma basic and diluted net income per
share would have been reduced to the pro forma amounts indicated below.

<TABLE>
<CAPTION>
FISCAL YEARS ENDED OCTOBER 31,
----------------------------------------
1996 1997 1998
<S> <C> <C> <C>
Net income (loss):
As reported....................................... $ 3,430,199 $ 8,497,198 $ 1,530,230
Pro forma......................................... $ 3,367,350 $ 7,563,013 $ (344,763)
Basic net income and pro forma net income (loss) per
share:
As reported....................................... $ 0.21 $ 0.47 $ 0.08
Pro forma......................................... 0.21 0.42 (0.02)
Diluted net income and pro forma net income (loss)
per share:
As reported....................................... $ 0.21 $ 0.46 $ 0.08
Pro forma......................................... 0.21 0.41 (0.02)
</TABLE>

F-21
<PAGE>

ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

13. STOCK-BASED COMPENSATION PLANS (CONTINUED)
The value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model using the following weighted average
assumptions:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED OCTOBER 31,
-------------------------------
<S> <C> <C> <C>
1996 1997 1998
Weighted average risk-free interest rates............................... 6.01% 6.00% 4.98%
Expected dividend yield................................................. 0% 0% 0%
Expected volatility..................................................... 65% 65% 65%
Expected lives (in years)............................................... 4 4 4
</TABLE>

The Black-Scholes option pricing model requires the input of highly
subjective assumptions and does not necessarily provide a reliable measure of
fair value.

Options granted, exercised and canceled under the Plans are summarized as
follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
<S> <C> <C>
Balance at October 31, 1995................................... -- --
Options converted in spin-off from Interpoint Corporation... 952,184 $ 1.37
Options granted............................................. 737,000 6.62
-----------
Balance at October 31, 1996................................... 1,689,184 3.66
Options granted............................................. 509,702 8.69
Options exercised........................................... (395,664) 1.11
Options canceled............................................ (33,150) 5.92
-----------
Balance at October 31, 1997................................... 1,770,072 5.63
Options granted............................................. 1,516,330 6.03
Options exercised........................................... (146,676) 1.13
Options canceled............................................ (828,512) 8.29
-----------
Balance at October 31, 1998................................... 2,311,214 5.23
===========
</TABLE>

At October 31, 1998 a total of 653,508 options were exercisable at a
weighted average exercise price of $4.61 per share. The weighted average grant
date fair value of options granted in fiscal 1996, 1997 and 1998 was $3.19,
$4.74 and $3.09 per share, respectively.

F-22
<PAGE>

ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

13. STOCK-BASED COMPENSATION PLANS (CONTINUED)
The following table summarizes information about stock options outstanding
at October 31, 1998.

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------ ------------------------
WEIGHTED WEIGHTED
WEIGHTED AVERAGE AVERAGE AVERAGE
RANGE OF EXERCISE NUMBER REMAINING EXERCISE NUMBER EXERCISE
PRICES OUTSTANDING CONTRACTUAL LIFE PRICE EXERCISABLE PRICE
<C> <C> <S> <C> <C> <C>
$ 0.4477 - $0.8135 39,200 41 mos $ 0.68 39,200 $ 0.68
$ 1.2752 - $2.6164 363,374 25 mos $ 1.88 244,378 $ 1.79
$ 4.3750 - $6.7500 1,538,580 49 mos $ 5.34 330,250 $ 6.61
$ 7.4688 - $9.7813 370,060 50 mos $ 8.54 39,680 $ 9.15
</TABLE>

14. PROFIT INCENTIVE AND BONUS PLANS

In fiscal 1998, the Company had a noncontributory bonus plan for certain
high-level Team Members and a noncontributory profit sharing plan for all other
domestic Team Members, other than those employed by EMASS. These plans are
generally based upon a combination of Team Member salaries and performance. No
distributions are made under the bonus plan if budgeted income is not achieved.
EMASS Team Members had a separate plan based on certain EMASS financial
performance criteria. Contributions to all plans combined totaled $740,000 and
$291,000 for fiscal 1997 and 1998, respectively.

In fiscal 1996, the Company's Team Members participated in Interpoint's
noncontributory profit incentive plan for key Team Members and a noncontributory
profit sharing plan for all regular full-time domestic Team Members. These plans
were generally based upon Team Member compensation and pre-tax profits.
Contributions to the plans were $433,000 for the year ended October 31, 1996.

15. COMMITMENTS

LEASE COMMITMENTS

The Company currently leases facilities in Redmond, Washington and
Englewood, Colorado for administrative, sales and marketing, research and
development, operations and warehouse activities. Sales and service offices are
leased at various sites in the United States and Europe.

Minimum annual rental commitments at October 31, 1998 for noncancelable
operating leases are shown in the following table:

<TABLE>
<CAPTION>
YEAR ENDING OCTOBER 31, AMOUNT
<S> <C>
1999............................................................................ $ 2,183,000
2000............................................................................ 1,615,000
2001............................................................................ 1,313,000
2002............................................................................ 1,049,000
2003............................................................................ 1,034,000
</TABLE>

F-23
<PAGE>

ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

15. COMMITMENTS (CONTINUED)
Rent expense aggregated $400,000 in fiscal 1996, $571,000 in fiscal 1997 and
$1,255,000 in fiscal 1998.

OTHER COMMITMENTS

In connection with the purchase of Grau by EMASS in 1994, EMASS entered into
an agreement with the minority-interest shareholder of Grau whereby the minority
shareholder has the option to "put" his 20% interest in Grau to the Company for
an amount based on Grau profitability, but not to be less than $2,000,000. This
option is effective for the period January 1, 2000 to March 31, 2000.

16. RELATED-PARTY TRANSACTIONS

Other accrued liabilities at October 31, 1998 include $708,000 due under an
employment separation agreement with the minority-interest shareholder of Grau.

A company in which the Grau minority-interest shareholder has an equity
ownership provides certain support services in Europe. Cost of these services
totaled $18,000 for the period August 19, 1998 to October 31, 1998.

17. GEOGRAPHIC SEGMENT INFORMATION

Major operations outside the United States consist of ADE, the Company's
wholly owned subsidiary in France, and Grau, a subsidiary in Germany, which has
further subsidiaries operating as branch offices in both France and the United
Kingdom. Certain information regarding operations in this geographic segment is
presented in the table below. Transfers between geographic segments are made at
arm's-length prices consistent with rules and regulations of governing tax
authorities. The profits on these transfers are not recognized until sales are
made to nonaffiliated customers.

Excluded from U.S. net sales are transfers from the United States to ADE and
Grau of $6,404,000, $14,488,000 and $14,794,000 in fiscal 1996, 1997 and 1998,
respectively. Included in U.S. sales are export sales to unaffiliated customers
of $4,666,000, $7,329,000 and $7,404,000 in fiscal 1996, 1997 and 1998,
respectively. Included in U.S. operating profit is the expense associated with
the acquired in-process technology.

F-24
<PAGE>

ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

17. GEOGRAPHIC SEGMENT INFORMATION (CONTINUED)
Total international sales were $21,216,000, $30,611,000 and $37,929,000 in
fiscal 1996, 1997 and 1998, respectively.

<TABLE>
<CAPTION>
FISCAL YEARS ENDED OCTOBER 31,
--------------------------------------------
1996 1997 1998
<S> <C> <C> <C>
Net sales:
United States...................................................... $ 42,406,762 $ 69,921,043 $ 84,032,381
Europe............................................................. 16,550,231 23,282,488 30,524,560
------------- ------------- --------------
$ 58,956,993 $ 93,203,531 $ 114,556,941
============= ============= ==============
Operating profit:
United States...................................................... $ 5,209,722 $ 9,425,633 $ 776,182
Europe............................................................. 472,681 1,756,820 2,623,843
------------- ------------- --------------
$ 5,682,403 $ 11,182,453 $ 3,400,025
============= ============= ==============
Identifiable assets:
United States...................................................... $ 31,797,515 $ 66,394,754 $ 80,320,412
Europe............................................................. 4,912,158 8,799,139 32,086,214
------------- ------------- --------------
$ 36,709,673 $ 75,193,893 $ 112,406,626
============= ============= ==============
</TABLE>

18. BASIS OF PRESENTATION FOR FISCAL 1996

On February 11, 1994, the Company was acquired by Interpoint Corporation
("Interpoint") pursuant to an Agreement and Plan of Merger dated October 29,
1993, in which the Company was merged into a wholly owned subsidiary of
Interpoint. On October 15, 1996, Interpoint distributed to its shareholders all
of the outstanding shares of ADIC (the "Distribution"). The Distribution was
made in connection with, and was a condition precedent to, the merger of
Interpoint with a wholly owned subsidiary of Crane Co., a Delaware corporation.
Prior to the Distribution, Interpoint made a contribution to the working capital
of ADIC through the cancellation of all intercompany indebtedness of ADIC and
ADE to Interpoint, transferred certain other assets to ADIC, including its
ownership of ADE, and contributed additional cash to ADIC for working capital of
$10,000,000. Total capital contributions were $19,628,054.

The consolidated financial statements for the period prior to October 15,
1996 reflect the results of operations, financial position and cash flows of
ADIC as a wholly owned subsidiary of Interpoint and may not be indicative of
actual results of operations and financial position of the Company under other
ownership.

The consolidated statements of income for the fiscal year ended October 31,
1996 reflect certain expense items incurred by Interpoint which were allocated
to the Company on a basis which management believes represents a reasonable
allocation of such costs to present ADIC as a stand-alone company. These
allocations consist primarily of corporate expenses such as executive and other
compensation and interest expense on intercompany borrowings. Compensation has
been allocated

F-25
<PAGE>

ADVANCED DIGITAL INFORMATION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 1996, 1997 AND 1998 AND JULY 31, 1998 AND 1999
(INFORMATION AS OF AND FOR THE NINE MONTHS
ENDED JULY 31, 1998 AND 1999 IS UNAUDITED)

18. BASIS OF PRESENTATION FOR FISCAL 1996 (CONTINUED)
based on an estimate of Interpoint personnel time dedicated to the operations
and management of ADIC. Interest expense has been allocated based on
Interpoint's borrowing rate and actual intercompany borrowings. A summary of
these allocations is as follows:

<TABLE>
<CAPTION>
CORPORATE INTEREST
YEAR ENDED: EXPENSES EXPENSE
<S> <C> <C>
October 31, 1996................................................ $ 177,292 $ 528,524
========== ===========
</TABLE>

19. SUPPLEMENTAL QUARTERLY INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------
1998 JANUARY 31 APRIL 30 JULY 31 OCTOBER 31
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales.......................................................... $ 22,866 $ 24,806 $ 25,314 $ 41,571
Gross profit....................................................... 7,415 7,010 6,770 11,973
Net income (loss).................................................. 2,361 1,934 752 (3,517)
Basic net income (loss) per share.................................. $ 0.12 $ 0.10 $ 0.04 $ (0.18)
Diluted net income (loss) per share................................ 0.12 0.10 0.04 (0.18)
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------
1997 JANUARY 31 APRIL 30 JULY 31 OCTOBER 31
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales.......................................................... $ 20,069 $ 22,073 $ 24,463 $ 26,599
Gross profit....................................................... 5,971 6,511 7,066 8,100
Net income......................................................... 1,661 1,901 2,262 2,673
Basic net income per share......................................... $ 0.10 $ 0.11 $ 0.12 $ 0.14
Diluted net income per share....................................... 0.10 0.10 0.11 0.13
</TABLE>

F-26
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

, 1999

[LOGO]

5,000,000 SHARES OF COMMON STOCK

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

PROSPECTUS
----------------------

DONALDSON, LUFKIN & JENRETTE

HAMBRECHT & QUIST

BEAR, STEARNS & CO. INC.

NEEDHAM & COMPANY, INC.

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

DLJDIRECT INC.

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

We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of ADIC have
not changed since the date hereof.

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

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than the
underwriting fees, payable by the registrant in connection with the sale of the
common stock being registered hereby. All amounts shown are estimates, except
the Securities and Exchange Commission registration fee, the NASD filing fee and
the Nasdaq National Market additional listing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $ 29,701
NASD filing fee................................................... 11,483
Nasdaq National Market additional listing fee..................... 17,500
Printing expenses................................................. 100,000
Legal fees and expenses........................................... 150,000
Accounting fees and expenses...................................... 50,000
Transfer agent and registrar fees................................. 5,000
Miscellaneous expenses............................................ 36,316
---------
Total........................................................... $ 400,000
=========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article 9 of the registrant's Restated Bylaws provides for
indemnification of the registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law. The directors and officers of
the registrant also may be indemnified against liability they may incur for
serving in that capacity pursuant to a liability insurance policy maintained by
the registrant for such purpose.

The Washington Business Corporation Act authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Article 10 of the registrant's Restated Articles of Incorporation
contains provisions implementing, to the fullest extent permitted by Washington
law, such limitations on a director's liability to the registrant and its
shareholders.

The Underwriting Agreement (Exhibit 1.1 hereto) provides for indemnification
by the underwriters of the registrant and its executive officers and directors,
and by the registrant of the underwriters, for certain liabilities, including
liabilities arising under the Securities Act, in connection with matters
specifically provided in writing by the underwriters for inclusion in this
Registration Statement.

II-1
<PAGE>
ITEM 16. EXHIBITS

(A) EXHIBITS

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
<S> <C>
1.1 Form of Underwriting Agreement.
5.1+ Opinion of Perkins Coie LLP as to the legality of the shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2+ Consent of Perkins Coie LLP (contained in the opinion filed as Exhibit 5.1 hereto)
24.1+ Power of Attorney
</TABLE>

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

+ Previously filed.

ITEM 17. UNDERTAKINGS

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 provisions described in Item 14, 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 of 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.

The undersigned registrant hereby undertakes that:

(1) For 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 this
Registration Statement as of the time it was declared effective.

(2) For the purpose 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-2
<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 on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Redmond, State of Washington, on the 1st day of
September, 1999.

<TABLE>
<S> <C> <C>
ADVANCED DIGITAL INFORMATION CORPORATION

By: /s/ PETER H. VAN OPPEN
-----------------------------------------
Peter H. van Oppen
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities indicated below on the 1st day of September, 1999.

<TABLE>
<CAPTION>
SIGNATURE TITLE

<S> <C>
Chief Executive Officer
/s/ PETER H. VAN OPPEN and Chairman of the
- ------------------------------ Board (Principal
Peter H. van Oppen Executive Officer)

Chief Accounting Officer
/s/ LESLIE S. ROCK and Treasurer (Principal
- ------------------------------ Financial and Accounting
Leslie S. Rock Officer)

* TOM A. ALBERG
- ------------------------------ Director
Tom A. Alberg

* CHRISTOPHER T. BAYLEY
- ------------------------------ Director
Christopher T. Bayley

* RUSSELL F. MCNEILL
- ------------------------------ Director
Russell F. McNeill

* JOHN W. STANTON
- ------------------------------ Director
John W. Stanton

* WALTER F. WALKER
- ------------------------------ Director
Walter F. Walker
</TABLE>

<TABLE>
<S> <C>
*By: /s/ PETER H. VAN OPPEN
-------------------------
Peter H. van Oppen
ATTORNEY-IN-FACT
</TABLE>

II-3
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
<S> <C>
1.1 Form of Underwriting Agreement
5.1+ Opinion of Perkins Coie LLP as to the legality of the shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2+ Consent of Perkins Coie LLP (contained in the opinion filed as Exhibit 5.1 hereto)
24.1+ Power of Attorney
</TABLE>

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

+ Previously filed.

<PAGE>

2,500,000 Shares

ADVANCED DIGITAL INFORMATION CORPORATION

Common Stock

UNDERWRITING AGREEMENT

__________, 1999

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
HAMBRECHT & QUIST
BEAR, STEARNS & CO. INC.
NEEDHAM & COMPANY, INC.
As representatives of the
several Underwriters
named in Schedule I hereto
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172

Dear Sirs:

Advanced Digital Information Corporation, a Washington corporation (the
"COMPANY"), proposes to issue and sell 2,500,000 shares of its Common Stock, no
par value (the "FIRM SHARES"), to the several underwriters named in Schedule I
hereto (the "UNDERWRITERS"). The Company also proposes to issue and sell to
the several Underwriters not more than an additional 375,000 shares of its
Common Stock, no par value (the "ADDITIONAL SHARES"), if requested by the
Underwriters as provided in Section 2 hereof. The Firm Shares and the
Additional Shares are hereinafter referred to collectively as the "SHARES". The

1
<PAGE>

shares of common stock of the Company to be outstanding after giving effect to
the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK".

SECTION 1. REGISTRATION STATEMENT AND PROSPECTUS. The Company has
prepared and filed with the Securities and Exchange Commission (the
"COMMISSION") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "ACT"), a registration statement on Form S-3, including a
prospectus, relating to the Shares. The registration statement, as amended at
the time it became effective, including the information (if any) deemed to be
part of the registration statement at the time of effectiveness pursuant to Rule
430A under the Act, is hereinafter referred to as the "REGISTRATION STATEMENT";
and the prospectus in the form first used to confirm sales of Shares is
hereinafter referred to as the "PROSPECTUS" (including, in the case of all
references to the Registration Statement or the Prospectus, documents
incorporated therein by reference). If the Company has filed or is required
pursuant to the terms hereof to file a registration statement pursuant to Rule
462(b) under the Act registering additional shares of Common Stock (a "RULE
462(b) REGISTRATION STATEMENT"), then, unless otherwise specified, any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462(b) Registration Statement. The terms "SUPPLEMENT" and "AMENDMENT" or
"AMEND" as used in this Agreement with respect to the Registration Statement or
the Prospectus shall include all documents subsequently filed by the Company
with the Commission pursuant to the Securities Exchange Act of 1934, as amended,
and rules and regulations of the Commission thereunder (collectively, the
"EXCHANGE ACT") that are deemed to be incorporated by reference in the
Prospectus.

SECTION 2. AGREEMENTS TO SELL AND PURCHASE AND LOCK-UP AGREEMENTS . On
the basis of the representations and warranties contained in this Agreement, and
subject to its terms and conditions, the Company agrees to issue and sell, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
at a price per Share of _______ (the "PURCHASE PRICE") the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule I hereto.

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell the Additional Shares and the Underwriters shall have the right to
purchase, severally and not jointly, up to 375,000 Additional Shares from the
Company at the Purchase Price. Additional Shares may be purchased solely for
the purpose of covering over-allotments made in connection with the offering of
the Firm Shares. The Underwriters may exercise their right to purchase
Additional Shares in whole or in part from time to time by giving written notice
thereof to the Company within 30 days after the date of this Agreement. You

2
<PAGE>

shall give any such notice on behalf of the Underwriters and such notice shall
specify the aggregate number of Additional Shares to be purchased pursuant to
such exercise and the date for payment and delivery thereof, which date shall be
a business day (i) no earlier than two business days after such notice has been
given (and, in any event, no earlier than the Closing Date (as hereinafter
defined)) and (ii) no later than ten business days after such notice has been
given. If any Additional Shares are to be purchased, each Underwriter,
severally and not jointly, agrees to purchase from the Company the number of
Additional Shares (subject to such adjustments to eliminate fractional shares as
you may determine) which bears the same proportion to the total number of
Additional Shares to be purchased from the Company as the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule I bears to the total
number of Firm Shares.

The Company hereby agrees not to (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers all or a portion of
the economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other securities, in
cash or otherwise), except to the Underwriters pursuant to this Agreement, for a
period ending on December 20, 1999 without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation. Notwithstanding the
foregoing, during such period (i) the Company may grant stock options pursuant
to the Company's existing stock option plan and (ii) the Company may issue
shares of Common Stock upon the exercise of an option or warrant or the
conversion of a security outstanding on the date hereof. The Company also
agrees not to file any registration statement with respect to any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock for a period of 180 days after the date of the Prospectus
without the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation. The Company shall, prior to or concurrently with the execution of
this Agreement, deliver an agreement executed by each of the directors and
officers of the Company listed on Annex I hereto to the effect that such person
will not, during the period commencing on the date that this Agreement is
executed by the parties hereto and ending on December 20, 1999 (or such later
date as is agreed upon by the parties), without the prior written consent of
Donaldson, Lufkin & Jenrette Corporation, (A) engage in any of the transactions
described in the first sentence of this paragraph or (B) make any demand for, or
exercise any right with respect to, the registration of any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock.

3
<PAGE>

SECTION 3. TERMS OF PUBLIC OFFERING. The Company is advised by you that
the Underwriters propose (i) to make a public offering of their respective
portions of the Shares as soon after the execution and delivery of this
Agreement as in your judgment is advisable and (ii) initially to offer the
Shares upon the terms set forth in the Prospectus.

SECTION 4. DELIVERY AND PAYMENT. The Shares shall be represented by
definitive certificates and shall be issued in such authorized denominations and
registered in such names as Donaldson, Lufkin & Jenrette Securities Corporation
shall request no later than two business days prior to the Closing Date or the
applicable Option Closing Date (as defined below), as the case may be. The
Company shall deliver the Shares, with any transfer taxes thereon duly paid by
the Company, to Donaldson, Lufkin & Jenrette Securities Corporation through the
facilities of The Depository Trust Company ("DTC"), for the respective accounts
of the several Underwriters, against payment to the Company of the Purchase
Price therefore by wire transfer of Federal or other funds immediately available
in New York City. The certificates representing the Shares shall be made
available for inspection not later than 9:30 A.M., New York City time, on the
business day prior to the Closing Date or the applicable Option Closing Date, as
the case may be, at the office of DTC or its designated custodian (the
"DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm
Shares shall be 9:00 A.M., New York City time, on ________, 1999 or such other
time on the same or such other date as Donaldson, Lufkin & Jenrette Securities
Corporation and the Company shall agree in writing. The time and date of
delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE".
The time and date of delivery and payment for any Additional Shares to be
purchased by the Underwriters shall be 9:00 A.M., New York City time, on the
date specified in the applicable exercise notice given by you pursuant to
Section 2 or such other time on the same or such other date as Donaldson, Lufkin
& Jenrette Securities Corporation and the Company shall agree in writing. The
time and date of delivery for any Additional Shares are hereinafter referred to
as an "OPTION CLOSING DATE".

The documents to be delivered on the Closing Date or any Option Closing
Date on behalf of the parties hereto pursuant to Section 8 of this Agreement
shall be delivered at the offices of Perkins Coie LLP, 1201 Third Avenue, 40th
Floor, Seattle, Washington 98101-3099 and the Shares shall be delivered at the
Designated Office, all on the Closing Date or such Option Closing Date, as the
case may be.

SECTION 5. AGREEMENTS OF THE COMPANY. The Company agrees with you:

(a) To advise you promptly and, if requested by you, to confirm such

4
<PAGE>

advice in writing, (i) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information, (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Shares for offering or sale in any jurisdiction, or the
initiation of any proceeding for such purposes, (iii) when any amendment to the
Registration Statement becomes effective, (iv) if the Company is required to
file a Rule 462(b) Registration Statement after the effectiveness of this
Agreement, when the Rule 462(b) Registration Statement has become effective and
(v) of the happening of any event during the period referred to in Section 5(d)
below which makes any statement of a material fact made in the Registration
Statement or the Prospectus untrue or which requires any additions to or changes
in the Registration Statement or the Prospectus in order to make the statements
therein not misleading. If at any time the Commission shall issue any stop
order suspending the effectiveness of the Registration Statement, the Company
will use its best efforts to obtain the withdrawal or lifting of such order at
the earliest possible time.

(b) To furnish you five signed copies of the Registration Statement as
first filed with the Commission and of each amendment to it, including all
exhibits and documents incorporated therein by reference, and to furnish to you
and each Underwriter designated by you such number of conformed copies of the
Registration Statement as so filed and of each amendment to it, without exhibits
but including documents incorporated therein by reference, as you may reasonably
request.

(c) To prepare the Prospectus, the form and substance of which shall
be satisfactory to you, and to file the Prospectus in such form with the
Commission within the applicable period specified in Rule 424(b) under the Act;
during the period specified in Section 5(d) below, not to file any further
amendment to the Registration Statement and not to make any amendment or
supplement to the Prospectus of which you shall not previously have been advised
or to which you shall reasonably object after being so advised; and, during such
period, to prepare and file with the Commission, promptly upon your reasonable
request, any amendment to the Registration Statement or amendment or supplement
to the Prospectus which may be necessary or advisable in connection with the
distribution of the Shares by you, and to use its best efforts to cause any such
amendment to the Registration Statement to become promptly effective.

(d) Prior to 10:00 A.M., New York City time, on the first business day
after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish

5
<PAGE>

in New York City to each Underwriter and any dealer as many copies of the
Prospectus (and of any amendment or supplement to the Prospectus) and any
documents incorporated therein by reference as such Underwriter or dealer may
reasonably request.

(e) If during the period specified in Section 5(d), any event shall
occur or condition shall exist as a result of which, in the opinion of counsel
for the Underwriters, it becomes necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the circumstances when
the Prospectus is delivered to a purchaser, not misleading, or if, in the
opinion of counsel for the Underwriters, it is necessary to amend or supplement
the Prospectus to comply with applicable law, forthwith to prepare and file with
the Commission an appropriate amendment or supplement to the Prospectus so that
the statements in the Prospectus, as so amended or supplemented, will not in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with applicable law, and to furnish to each
Underwriter and to any dealer as many copies thereof as such Underwriter or
dealer may reasonably request.

(f) Prior to any public offering of the Shares, to cooperate with you
and counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters and
by dealers under the state securities or Blue Sky laws of such jurisdictions as
you may request, to continue such registration or qualification in effect so
long as required for distribution of the Shares and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; PROVIDED, HOWEVER, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and transactions relating to the Prospectus, the Registration
Statement, any preliminary prospectus or the offering or sale of the Shares, in
any jurisdiction in which it is not now so subject.

(g) To mail and make generally available to its shareholders as soon
as practicable an earnings statement covering the twelve-month period ending
October 31, 2000 that shall satisfy the provisions of Section 11(a) of the Act,
and to advise you in writing when such statement has been so made available.

(h) During the period of three years after the date of this Agreement,
to furnish to you as soon as available copies of all reports or other
communications furnished to the record holders of Common Stock or furnished to
or filed with the Commission or any national securities exchange on which any
class of securities

6
<PAGE>

of the Company is listed and such other publicly available information
concerning the Company and its subsidiaries as you may reasonably request.

(i) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of its obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the Company's counsel
and the Company's accountants in connection with the registration and delivery
of the Shares under the Act and all other fees and expenses in connection with
the preparation, printing, filing and distribution of the Registration Statement
(including financial statements and exhibits), any preliminary prospectus, the
Prospectus and all amendments and supplements to any of the foregoing, including
the mailing and delivering of copies thereof to the Underwriters and dealers in
the quantities specified herein, (ii) all costs and expenses related to the
transfer and delivery of the Shares to the Underwriters, including any transfer
or other taxes payable thereon, (iii) all costs of printing or producing this
Agreement and any other agreements or documents in connection with the offering,
purchase, sale or delivery of the Shares, (iv) all expenses in connection with
the registration or qualification of the Shares for offer and sale under the
securities or Blue Sky laws of the several states and all costs of printing or
producing any Preliminary and Supplemental Blue Sky Memoranda in connection
therewith (including the filing fees and fees and disbursements of counsel for
the Underwriters in connection with such registration or qualification and
memoranda relating thereto), (v) the filing fees and disbursements of counsel
for the Underwriters in connection with the review and clearance of the offering
of the Shares by the National Association of Securities Dealers, Inc., (vi) all
fees and expenses in connection with the listing of the Shares on the Nasdaq
National Market, (vii) the cost of printing certificates representing the
Shares, (viii) the costs and charges of any transfer agent, registrar and/or
depositary, and (ix) all other costs and expenses incident to the performance of
the obligations of the Company hereunder for which provision is not otherwise
made in this Section.

(j) To use its best efforts to list for quotation the Shares on the
Nasdaq National Market and to maintain the listing of the Shares on the Nasdaq
National Market for a period of three years after the date of this Agreement.

(k) To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company prior to
the Closing Date or any Option Closing Date, as the case may be, and to satisfy
all conditions precedent to the delivery of the Shares.

(l) If the Registration Statement at the time of the effectiveness of
this Agreement does not cover all of the Shares, to file a Rule 462(b)
Registration

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<PAGE>

Statement with the Commission registering the Shares not so covered in
compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of
this Agreement and to pay to the Commission the filing fee for such Rule
462(b) Registration Statement at the time of the filing thereof or to give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
under the Act.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each Underwriter that:

(a) The Registration Statement has become effective (other than any Rule
462(b) Registration Statement to be filed by the Company after the effectiveness
of this Agreement); any Rule 462(b) Registration Statement filed after the
effectiveness of this Agreement will become effective no later than 10:00 P.M.,
New York City time, on the date of this Agreement; and no stop order suspending
the effectiveness of the Registration Statement is in effect, and no proceedings
for such purpose are pending before or threatened by the Commission.

(b) (i) Each document filed or to be filed pursuant to the Exchange Act
and incorporated by reference in the Prospectus complied or will comply when so
filed in all material respects with the Exchange Act; (ii) the Registration
Statement (other than any Rule 462(b) Registration Statement to be filed by the
Company after the effectiveness of this Agreement), when it became effective,
did not contain and, as amended, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; (iii)
the Registration Statement (other than any Rule 462(b) Registration Statement to
be filed by the Company after the effectiveness of this Agreement) and the
Prospectus comply and, as amended or supplemented, if applicable, will comply in
all material respects with the Act; (iv) if the Company is required to file a
Rule 462(b) Registration Statement after the effectiveness of this Agreement,
such Rule 462(b) Registration Statement and any amendments thereto, when they
become effective (A) will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading and (B) will comply in all material
respects with the Act; and (v) the Prospectus does not contain and, as amended
or supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except that the representations and warranties set forth in this
paragraph do not apply to statements or omissions in the Registration Statement
or the Prospectus based upon information relating to any Underwriter furnished
to the Company in writing by such Underwriter through you expressly for use
therein.

8
<PAGE>

(c) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Act, complied when so filed in all material
respects with the Act, and did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and warranties
set forth in this paragraph do not apply to statements or omissions in any
preliminary prospectus based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through you expressly
for use therein.

(d) Each of the Company and its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has the corporate power and
authority to carry on its business as described in the Prospectus and to own,
lease and operate its properties, and each is duly qualified and is in good
standing as a foreign corporation authorized to do business in each jurisdiction
in which the nature of its business or its ownership or leasing of property
requires such qualification, except where the failure to be so qualified would
not have a material adverse effect on the business, prospects, financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole.

(e) There are no outstanding subscriptions, rights, warrants, options,
calls, convertible securities, commitments of sale or liens granted or issued by
the Company or any of its subsidiaries relating to or entitling any person to
purchase or otherwise to acquire any shares of the capital stock of the Company
or any of its subsidiaries, except as otherwise disclosed in the Registration
Statement.

(f) All the outstanding shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid, non-assessable and
not subject to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to the Underwriters against payment
therefor as provided by this Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.

(g) All of the outstanding shares of capital stock of each of the
Company's subsidiaries have been duly authorized and validly issued and are
fully paid and non-assessable, and are owned by the Company, directly or
indirectly through one or more subsidiaries, free and clear of any security
interest, claim, lien, encumbrance or adverse interest of any nature except for
the 20% equity ownership that Mr. Herbert Grau has in Grau_______________.

9
<PAGE>

(h) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

(i) Neither the Company nor any of its subsidiaries is in violation of
its respective charter or by-laws or in default in the performance of any
obligation, agreement, covenant or condition contained in any indenture, loan
agreement, mortgage, lease or other agreement or instrument that is material to
the Company and its subsidiaries, taken as a whole, to which the Company or any
of its subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound.

(j) The execution, delivery and performance of this Agreement by the
Company, the compliance by the Company with all the provisions hereof and the
consummation of the transactions contemplated hereby will not (i) require any
consent, approval, authorization or other order of, or qualification with, any
court or governmental body or agency (except such as may be required under the
securities or Blue Sky laws of the various states), (ii) conflict with or
constitute a breach of any of the terms or provisions of, or a default under,
the charter or by-laws of the Company or any of its subsidiaries or any
indenture, loan agreement, mortgage, lease or other agreement or instrument that
is material to the Company and its subsidiaries, taken as a whole, to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries or their respective property is bound, (iii) violate or
conflict with any applicable law or any rule, regulation, judgment, order or
decree of any court or any governmental body or agency having jurisdiction over
the Company, any of its subsidiaries or their respective property or (iv) result
in the suspension, termination or revocation of any Authorization (as defined
below) of the Company or any of its subsidiaries or any other impairment of the
rights of the holder of any such Authorization.

(k) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is or could be a
party or to which any of their respective property is or could be subject that
are required to be described in the Registration Statement or the Prospectus and
are not so described; nor are there any statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement
or the Prospectus or to be filed as exhibits to the Registration Statement that
are not so described or filed as required.

(l) Neither the Company nor any of its subsidiaries has violated any
foreign, federal, state or local law or regulation relating to the protection of
human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), any provisions of the

10
<PAGE>

Employee Retirement Income Security Act of 1974, as amended, or any provisions
of the Foreign Corrupt Practices Act, or the rules and regulations promulgated
thereunder, except for such violations which, singly or in the aggregate, would
not have a material adverse effect on the business, prospects, financial
condition or results of operation of the Company and its subsidiaries, taken as
a whole.

(m) Each of the Company and its subsidiaries has such permits,
licenses, consents, exemptions, franchises, authorizations and other approvals
(each, an "AUTHORIZATION") of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory organizations and all
courts and other tribunals, including, without limitation, under any applicable
Environmental Laws, as are necessary to own, lease, license and operate its
respective properties and to conduct its business, except where the failure to
have any such Authorization or to make any such filing or notice would not,
singly or in the aggregate, have a material adverse effect on the business,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as a whole. Each such Authorization is valid and in full
force and effect and each of the Company and its subsidiaries is in compliance
with all the terms and conditions thereof and with the rules and regulations of
the authorities and governing bodies having jurisdiction with respect thereto;
and no event has occurred (including, without limitation, the receipt of any
notice from any authority or governing body) which allows or, after notice or
lapse of time or both, would allow, revocation, suspension or termination of any
such Authorization or results or, after notice or lapse of time or both, would
result in any other impairment of the rights of the holder of any such
Authorization; and such Authorizations contain no restrictions that are
burdensome to the Company or any of its subsidiaries; except where such failure
to be valid and in full force and effect or to be in compliance, the occurrence
of any such event or the presence of any such restriction would not, singly or
in the aggregate, have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole.

(n) There are no costs or liabilities associated with Environmental
Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with Environmental
Laws or any Authorization, any related constraints on operating activities and
any potential liabilities to third parties) which would, singly or in the
aggregate, have a material adverse effect on the business, prospects, financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole.

(o) This Agreement has been duly authorized, executed and delivered by
the Company.

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<PAGE>

(p) PricewaterhouseCoopers LLP are independent public accountants with
respect to the Company and its subsidiaries as required by the Act.

(q) The consolidated financial statements included in the Registration
Statement and the Prospectus (and any amendment or supplement thereto), together
with related schedules and notes, present fairly the consolidated financial
position, results of operations and changes in financial position of the Company
and its subsidiaries on the basis stated therein at the respective dates or for
the respective periods to which they apply; such statements and related
schedules and notes have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved,
except as disclosed therein; the supporting schedules, if any, included in the
Registration Statement present fairly in accordance with generally accepted
accounting principles the information required to be stated therein; and the
other financial and statistical information and data set forth in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto) are, in all material respects, accurately presented and prepared on a
basis consistent with such financial statements and the books and records of the
Company.

(r) The Company is not and, after giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as described in
the Prospectus, will not be, an "investment company" as such term is defined in
the Investment Company Act of 1940, as amended.

(s) There are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the Company to
file a registration statement under the Act with respect to any securities of
the Company or to require the Company to include such securities with the Shares
registered pursuant to the Registration Statement.

(t) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there has not occurred any material adverse change or any development involving
a prospective material adverse change in the condition, financial or otherwise,
or the earnings, business, management or operations of the Company and its
subsidiaries, taken as a whole, (ii) there has not been any material adverse
change or any development involving a prospective material adverse change in the
capital stock or in the long-term debt of the Company or any of its subsidiaries
and (iii) neither the Company nor any of its subsidiaries has incurred any
material liability or obligation, direct or contingent.

12
<PAGE>

(u) The Company and its subsidiaries have good and marketable title in
fee simple to all real property and good and marketable title to all personal
property owned by them which is material to the business of the Company and its
subsidiaries, in each case free and clear of all liens, encumbrances and defects
except such as are described in the Prospectus or such as do not materially
affect the value of such property and do not interfere with the use made and
proposed to be made of such property by the Company and its subsidiaries; and
any real property and buildings held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property and buildings by the Company and its
subsidiaries, in each case except as described in the Prospectus.

(v) The Company and its subsidiaries own or possess, or can acquire on
reasonable terms, all patents, patent rights, licenses, inventions, copyrights,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks,
service marks and trade names ("INTELLECTUAL PROPERTY") currently employed by
them in connection with the business now operated by them except where the
failure to own or possess or otherwise be able to acquire such intellectual
property would not, singly or in the aggregate, have a material adverse effect
on the business, prospects, financial condition or results of operation of the
Company and its subsidiaries, taken as a whole; and neither the Company nor any
of its subsidiaries has received any notice of infringement of, or conflict
with, asserted rights of others with respect to any of such intellectual
property which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a material adverse effect on the
business, prospects, financial condition or results of operations of the Company
and its subsidiaries, taken as a whole.

(w) The Company and each of its subsidiaries are insured by insurers
of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; and neither the Company nor any of its subsidiaries (i) has received
notice from any insurer or agent of such insurer that substantial capital
improvements or other material expenditures will have to be made in order to
continue such insurance or (ii) has any reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage from similar insurers at a cost that would not
have a material adverse effect on the business, prospects, financial conditions
or results of operations of the Company and its subsidiaries, taken as a whole.

(x) No relationship, direct or indirect, exists between or among the
Company or any of its subsidiaries on the one hand, and the directors, officers,

13
<PAGE>

shareholders, customers or suppliers of the Company or any of its subsidiaries
on the other hand, which is required by the Act to be described in the
Registration Statement or the Prospectus and which is not so described.

(y) The Company and each of its subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

(z) All material tax returns required to be filed by the Company and
each of its subsidiaries in any jurisdiction have been filed, other than those
filings being contested in good faith, and all material taxes, including
withholding taxes, penalties and interest, assessments, fees and other charges
due pursuant to such returns or pursuant to any assessment received by the
Company or any of its subsidiaries have been paid, other than those being
contested in good faith and for which adequate reserves have been provided.

(aa) Each certificate signed by any officer of the Company and
delivered to the Underwriters or counsel for the Underwriters shall be deemed to
be a representation and warranty by the Company to the Underwriters as to the
matters covered thereby.

SECTION 7. INDEMNIFICATION. (a) The Company agrees to indemnify and hold
harmless each Underwriter, its directors, its officers and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act , from and against any and all losses, claims,
damages, liabilities and judgments (including, without limitation, any legal or
other expenses incurred in connection with investigating or defending any
matter, including any action, that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or
any amendment thereto), the Prospectus (or any amendment or supplement thereto)
or any preliminary prospectus, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information relating
to any

14
<PAGE>

Underwriter furnished in writing to the Company by such Underwriter through
you expressly for use therein; PROVIDED, HOWEVER, that the foregoing
indemnity agreement with respect to any preliminary prospectus shall not
inure to the benefit of any Underwriter who failed to deliver a Prospectus,
as then amended or supplemented, (so long as the Prospectus and any
amendments or supplements thereto was provided by the Company to the several
Underwriters in the requisite quantity and on a timely basis to permit proper
delivery on or prior to the Closing Date) to the person asserting any losses,
claims, damages, liabilities or judgments caused by any untrue statement or
alleged untrue statement of a material fact contained in such preliminary
prospectus, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, if such material misstatement or omission
or alleged material misstatement or omission was cured in the Prospectus, as
so amended or supplemented, and such Prospectus was required by law to be
delivered at or prior to the written confirmation of sale to such person.

(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the
same extent as the foregoing indemnity from the Company to such Underwriter but
only with reference to information relating to such Underwriter furnished in
writing to the Company by such Underwriter through you expressly for use in the
Registration Statement (or any amendment thereto), the Prospectus (or any
amendment or supplement thereto) or any preliminary prospectus.

(c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 7(a) or 7(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 7(a) and 7(b), the Underwriter shall not be required to assume
the defense of such action pursuant to this Section 7(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
such Underwriter). Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the indemnified
party unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to

15
<PAGE>

assume the defense of such action or employ counsel reasonably satisfactory
to the indemnified party or (iii) the named parties to any such action
(including any impleaded parties) include both the indemnified party and the
indemnifying party, and the indemnified party shall have been advised by such
counsel that there may be one or more legal defenses available to it that are
different from or additional to those available to the indemnifying party (in
which case the indemnifying party shall not have the right to assume the
defense of such action on behalf of the indemnified party). In any such case,
the indemnifying party shall not, in connection with any one action or
separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all indemnified parties and all such
fees and expenses shall b reimbursed as they are incurred. Such firm shall
be designated in writing by Donaldson, Lufkin & Jenrette Securities
Corporation, in the case of parties indemnified pursuant to Section 7(a), and
by the Company, in the case of parties indemnified pursuant to Section 7(b).
The indemnifying party shall indemnify and hold harmless the indemnified
party from and against any and all losses, claims, damages, liabilities and
judgments by reason of any settlement of any action (i) effected with its
written consent or (ii) effected without its written consent if the
settlement is entered into more than twenty business days after the
indemnifying party shall have received a request from the indemnified party
for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party) and,
prior to the date of such settlement, the indemnifying party shall have
failed to comply with such reimbursement request. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement or compromise of, or consent to the entry of judgment with
respect to, any pending or threatened action in respect of which the
indemnified party is or could have been a party and indemnity or contribution
may be or could have been sought hereunder by the indemnified party, unless
such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability on claims that are or
could have been the subject matter of such action and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by
or on behalf of the indemnified party.

(d) To the extent the indemnification provided for in this Section 7
is unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Shares or (ii) if the

16
<PAGE>

allocation provided by clause 7(d)(i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 7(d)(i) above but also the relative fault of
the Company on the one hand and the Underwriters on the other hand in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative benefits received by the Company on
the one hand and the Underwriters on the other hand shall be deemed to be in
the same proportion as the total net proceeds from the offering (after
deducting underwriting discounts and commissions, but before deducting
expenses) received by the Company, and the total underwriting discounts and
commissions received by the Underwriters, bear to the total price to the
public of the Shares, in each case as set forth in the table on the cover
page of the Prospectus. The relative fault of the Company on the one hand
and the Underwriters on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 7, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 7(d) are several in proportion to the respective number
of Shares purchased by each of the Underwriters hereunder and not joint.

(e) The remedies provided for in this Section 7 are not exclusive and

17
<PAGE>

shall not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.

SECTION 8. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several
obligations of the Underwriters to purchase the Firm Shares under this Agreement
are subject to the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Company contained in
this Agreement shall be true and correct on the Closing Date with the same force
and effect as if made on and as of the Closing Date.

(b) If the Company is required to file a Rule 462(b) Registration
Statement after the effectiveness of this Agreement, such Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., New York City
time, on the date of this Agreement; and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been commenced or shall be pending
before or contemplated by the Commission.

(c) You shall have received on the Closing Date a certificate dated
the Closing Date, signed by Peter H. van Oppen and Charles Stonecipher, in their
capacities as the Chairman and Chief Executive Officer and President and Chief
Operating Officer of the Company, confirming the matters set forth in Sections
6(t), 8(a) and 8(b) and that the Company has complied with all of the agreements
and satisfied all of the conditions herein contained and required to be complied
with or satisfied by the Company on or prior to the Closing Date.

(d) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there shall not have occurred any change or any development involving a
prospective change in the condition, financial or otherwise, or the earnings,
business, management or operations of the Company and its subsidiaries, taken as
a whole; (ii) there shall not have been any change or any development involving
a prospective change in the capital stock or in the long-term debt of the
Company or any of its subsidiaries; and (iii) neither the Company nor any of its
subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause 8(d)(i),
8(d)(ii) or 8(d)(iii), in your judgment, is material and adverse and, in your
judgment, makes it impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus.

(e) You shall have received on the Closing Date an opinion
(satisfactory

18
<PAGE>

to you and counsel for the Underwriters), dated the Closing Date, of Perkins
Coie LLP counsel for the Company, in the form attached as APPENDIX A.

The opinion of Perkins Coie LLP described in Section (e) above shall be
rendered to you at the request of the Company and shall so state therein.
Perkins Coie LLP shall allow Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation, to rely on their opinion given pursuant to this
Section 8(e) as to matters of Washington law required to permit Howard, Rice,
Nemerovski, Canady, Falk & Rabkin to render their opinion pursuant to Section
8(f) below.

(f) You shall have received on the Closing Date an opinion, dated the
Closing Date, of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional
Corporation, counsel for the Underwriters, as to the matters referred to in
Sections 8(iv), (vi) and (x) (but only with respect to the statements under the
caption "Underwriting") and clauses (xviii)(B), 8(xviii)(C) and 8(xviii)(D) of
Appendix A.

In giving such opinions with respect to the matters covered by
Section 8(e)(xvii), Perkins Coie LLP may state that their opinion and belief
are based upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto and documents
incorporated therein by reference and review and discussion of the contents
thereof, but is without independent check or verification except as specified.
In giving such opinions with respect to the matters covered by clauses
8(e)(xviii)(B), 8(e)(xviii)(C) and 8(e)(xviii)(D) above, Howard, Rice,
Nemerovski, Canady, Falk & Rabkin, A Professional Corporation, may state that
their opinion and belief are based upon their participation in the preparation
of the Registration Statement and Prospectus and any amendments or supplements
thereto (other than documents incorporated therein by reference) and review and
discussion of the contents thereof (including the documents incorporated therein
by reference), but are without independent check or verification except as
specified.

(g) You shall have received, on each of the date hereof and the
Closing Date, a letter dated the date hereof or the Closing Date, as the case
may be, in form and substance satisfactory to you, from PricewaterhouseCoopers
LLP, independent public accountants, containing the information and statements
of the type ordinarily included in accountants' "comfort letters" to
Underwriters with respect to the financial statements and certain financial
information contained in, or incorporated by reference into, the Registration
Statement and the Prospectus.

(h) The Company shall have delivered to you the agreements specified
in Section 2 hereof which agreements shall be in full force and effect on the

19
<PAGE>

Closing Date.

(i) The Shares shall have been duly listed for quotation on the Nasdaq
National Market.

(j) The Company shall not have failed on or prior to the Closing Date
to perform or comply with any of the agreements herein contained and required to
be performed or complied with by the Company on or prior to the Closing Date.

The several obligations of the Underwriters to purchase any Additional
Shares hereunder are subject to the delivery to you on the applicable Option
Closing Date of such documents as you may reasonably request with respect to the
good standing of the Company, the due authorization and issuance of such
Additional Shares and other matters related to the issuance of such Additional
Shares.

SECTION 9. EFFECTIVENESS OF AGREEMENT AND TERMINATION. This Agreement
shall become effective upon the execution and delivery of this Agreement by the
parties hereto.

This Agreement may be terminated at any time on or prior to the Closing
Date by you by written notice to the Company if any of the following has
occurred: (i) any outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in your judgment, is
material and adverse and, in your judgment, makes it impracticable to market the
Shares on the terms and in the manner contemplated in the Prospectus, (ii) the
suspension or material limitation of trading in securities or other instruments
on the New York Stock Exchange, the American Stock Exchange, the Chicago Board
of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade
or the Nasdaq National Market or limitation on prices for securities or other
instruments on any such exchange or the Nasdaq National Market, (iii) the
suspension of trading of any securities of the Company on any exchange or in the
over-the-counter market, (iv) the enactment, publication, decree or other
promulgation of any federal or state statute, regulation, rule or order of any
court or other governmental authority which in your opinion materially and
adversely affects, or will materially and adversely affect, the business,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as a whole, (v) the declaration of a banking moratorium by
either federal or New York State authorities or (vi) the taking of any action by
any federal, state or local government or agency in respect of its monetary or
fiscal affairs which in your opinion has a material adverse effect on the
financial markets in the United States.

20
<PAGE>

If on the Closing Date or on an Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase the Firm
Shares or Additional Shares, as the case may be, which it has or they have
agreed to purchase hereunder on such date and the aggregate number of Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the total number of Firm Shares or Additional Shares, as the
case may be, to be purchased on such date by all Underwriters, each
non-defaulting Underwriter shall be obligated severally, in the proportion which
the number of Firm Shares set forth opposite its name in Schedule I bears to the
total number of Firm Shares which all the non-defaulting Underwriters have
agreed to purchase, or in such other proportion as you may specify, to purchase
the Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; PROVIDED that in no event shall the number of Firm Shares or Additional
Shares, as the case may be, which any Underwriter has agreed to purchase
pursuant to Section 2 hereof be increased pursuant to this Section 9 by an
amount in excess of one-ninth of such number of Firm Shares or Additional
Shares, as the case may be, without the written consent of such Underwriter. If
on the Closing Date any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of Firm
Shares to be purchased by all Underwriters and arrangements satisfactory to you
and the Company for purchase of such Firm Shares are not made within 48 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Underwriter and the Company. In any such case which does
not result in termination of this Agreement, either you or the Company shall
have the right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Registration
Statement and the Prospectus or any other documents or arrangements may be
effected. If, on an Option Closing Date, any Underwriter or Underwriters shall
fail or refuse to purchase Additional Shares and the aggregate number of
Additional Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Additional Shares to be purchased on such
date, the non-defaulting Underwriters shall have the option to (i) terminate
their obligation hereunder to purchase such Additional Shares or (ii) purchase
not less than the number of Additional Shares that such non-defaulting
Underwriters would have been obligated to purchase on such date in the absence
of such default. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of any such
Underwriter under this Agreement.

SECTION 10. MISCELLANEOUS. Notices given pursuant to any provision of
this Agreement shall be addressed as follows: (i) if to the Company, to Advanced

21
<PAGE>

Digital Information Corporation, P. O. Box 97057, 11431 Willows Road N.E.,
Redmond, Washington, 98073-9757 and (ii) if to any Underwriter or to you, to you
c/o Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue, New
York, New York 10172, Attention: Syndicate Department, or in any case to such
other address as the person to be notified may have requested in writing.

The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company and the several Underwriters set
forth in or made pursuant to this Agreement shall remain operative and in full
force and effect, and will survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the officers or directors of any
Underwriter, any person controlling any Underwriter, the Company, the officers
or directors of the Company or any person controlling the Company, (ii)
acceptance of the Shares and payment for them hereunder and (iii) termination of
this Agreement.

If for any reason the Shares are not delivered by or on behalf of the
Company as provided herein (other than as a result of any termination of this
Agreement pursuant to Section 9), the Company agrees to reimburse the several
Underwriters for all out-of-pocket expenses (including the fees and
disbursements of counsel) incurred by them. Notwithstanding any termination of
this Agreement, the Company shall be liable for all expenses which it has agreed
to pay pursuant to Section 5(i) hereof. The Company also agrees to reimburse
the several Underwriters, their directors and officers and any persons
controlling any of the Underwriters for any and all fees and expenses
(including, without limitation, the fees and disbursements of counsel) incurred
by them in connection with enforcing their rights hereunder (including, without
limitation, pursuant to Section 7 hereof).

Except as otherwise provided, this Agreement has been and is made solely
for the benefit of and shall be binding upon the Company, the Underwriters, the
Underwriters' directors and officers, any controlling persons referred to
herein, the Company's directors and the Company's officers who sign the
Registration Statement and their respective successors and assigns, all as and
to the extent provided in this Agreement, and no other person shall acquire or
have any right under or by virtue of this Agreement. The term "successors and
assigns" shall not include a purchaser of any of the Shares from any of the
several Underwriters merely because of such purchase.

This Agreement shall be governed and construed in accordance with the
laws of the State of New York.

This Agreement may be signed in various counterparts which together shall
constitute one and the same instrument.

22
<PAGE>

Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.

Very truly yours,

ADVANCED DIGITAL
INFORMATION CORPORATION

By: _____________________
Name:
Title:

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
HAMBRECHT & QUIST LLC
BEAR, STEARNS & CO. INC.
NEEDHAM & COMPANY, INC.

Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto

By DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By __________________________

23
<PAGE>

SCHEDULE I
<TABLE>
<CAPTION>
Underwriters Number of Firm Shares to be Purchased
-----------------------------------------------------------------------
<S> <C>
Donaldson, Lufkin & Jenrette
Securities Corporation
-----------------------------------------------------------------------
Hambrecht & Quist
-----------------------------------------------------------------------
Bear, Stearns & Co. Inc.
-----------------------------------------------------------------------
Needham & Company, Inc.
-----------------------------------------------------------------------

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

-----------------------------------------------------------------------
Total
-----------------------------------------------------------------------
</TABLE>
<PAGE>

Annex I

SHAREHOLDERS TO SIGN LOCK UPS

TO COME

<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report dated December 8, 1998 relating
to the financial statements of Advanced Digital Information Corporation, which
appears in such Prospectus. We also consent to the incorporation by reference in
such Prospectus of our report dated December 8, 1998 appearing on page 26 of
Advanced Digital Information Corporation's Annual Report on Form 10-K for the
year ended October 31, 1998. We also consent to the reference to us under the
heading "Experts" in such Prospectus.

PricewaterhouseCoopers LLP
Seattle, Washington
September 1, 1999