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MICROTEST, INC.
EXHIBIT 99
Private Securities Litigation Reform Act of 1995
Safe Harbor Compliance Statement for Forward-Looking Statements
In passing the Private Securities Litigation Reform Act of 1995 (the
"PSLRA"), Congress encouraged public companies to make "forward-looking
statements"(1) by creating a safe-harbor to protect companies from securities
law liability in connection with forward-looking statements. Microtest, Inc.
(the "Company" or "Microtest") intends to qualify both its written and oral
forward-looking statements for protection under the PSLRA.
To qualify oral forward-looking statements for protection under the
PSLRA, a readily available written document must identify important factors that
could cause actual results to differ materially from those in the
forward-looking statements. Microtest provides the following information in
connection with its continuing effort to qualify forward-looking statements for
the safe harbor protection of the PSLRA.
Important factors currently known to management that could cause actual
results to differ materially from those in forward-looking statements include,
but are not limited to, the following: (i) changes in our product and customer
mix; (ii) introduction of new products by us or our competitors; (iii) pricing
pressures and economic conditions in the United States, Europe, Latin America
and the Asia Pacific; (iv) the economic condition of the computer industry; (v)
our failure to continue to enhance our current product line and to continue to
develop and introduce new products that keep pace with competitive product
introductions and technological advances, satisfy diverse and evolving customer
requirements, or otherwise achieve market acceptance; (vi) loss of or reduction
in purchases by certain of our distributors and VARs; (viii) any reduction in
sales of the OMNIScanner, PentaScanner and Zerver products from which we derive
substantially all of our revenue; (ix) our inability to accurately monitor end
user demand for our products; (x) unanticipated product returns to the extent
such returns exceed our reserves; (xi) the cost, quality and availability of
third-party components used in our systems; (xii) the loss of any of our
third-party suppliers; (xiii) any disruption or reduction in the future supply
of key components currently obtained from limited sources; (xiv) defects in our
products that could cause delays in product introductions and shipments, cause
loss of or delays in market acceptance, result in increased costs, require
design modifications or impair customer satisfaction; (xv) inventory writedowns,
product returns or price protection credits that exceed our estimates; (xvi) our
inability to expand our international operations in a timely and cost effective
manner, as well as other risks in conducting business internationally, including
potential effects of fluctuating currencies; (xvii) our ability to recruit, hire
and retain the services of key engineering, sales and marketing, management and
manufacturing personnel; and (xviii) failure to protect our proprietary
information and technology.
Forward-looking statements express expectations of future events. All
forward-looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to these
inherent uncertainties, the investment community is urged not to place undue
reliance on forward-looking statements. In addition, Microtest undertakes no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to projections
over time.
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(1) "Forward-looking statements" can be identified by use of words such as
"expect," "believe," "estimate," "project," "forecast," "anticipate," "plan,"
and similar expressions.
