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From: Timothy Gage <tgage@cisco.com>
To: ftp-alumni@apocalypse.org
Subject: OpenView for Windows adopts ACE*COMM WINSNMP stack
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Folks,
	Looks like goodbye to FTPs WinSNMP finally.

Regards,
Tim

FAQ: OpenView for Windows adopts ACE*COMM WINSNMP stack
=======================================================

I'm pleased to announce our intent to adopt the ACE*COMM WINSNMP stack 
for an upcoming release of OpenView for Windows (2nd half 1998). Our 
OpenView installation will be modified to install (or overwrite with) 
ACE*COMM WINSNMP components instead of those from FTP Software. 

WHAT DOES THIS MEAN TO ME?
* Any OpenView applications you have previously compiled using the FTP 
WINSNMP library WILL CONTINUE TO RUN AS THEY ALWAYS HAVE on previous, 
present, and future versions of OpenView for Windows. This includes 
16-bit apps, 32-bit apps, and apps utilizing our VBX controls.

* New OpenView apps linked with the ACE*COMM libraries will run 
correctly under versions of OpenView still using the FTP Software 
WINSNMP DLLs.

* Developers creating or recompiling OpenView for Windows applications 
are encouraged to link and test their applications with the ACE*COMM 
WINSNMP libraries and DLLs. You can choose to continue linking with the 
FTP WINSNMP libraries we have previously distributed, however.

WHAT ABOUT SUPPORT FOR WINSNMP ISSUES?
* The FTP WINSNMP stack will no longer be supported. Moving to the 
ACE*COMM stack will be a mandatory first-step in the troubleshooting 
process for WINSNMP-related issues.

* ACE*COMM's 16-bit version of the WINSNMP library is code-frozen. 
ACE*COMM will be able to assist you with questions and work-arounds for 
issues that may arise, but no future releases are planned.

* HP will no longer be your first contact for WINSNMP-related questions 
or support. In the future, please direct these inquiries to:

WHY ARE YOU CHANGING TO ACE*COMM?
ACE*COMM's stack has become an industry leader. Their developer kit is 
a complete package of sample code, documentation, and source libraries. 
It also includes the appropriate tools for utilizing the 
object-oriented SNMP++ "wrapper" standard that you may have heard about.

DOES THIS AFFECT MY OEM DISTRIBUTION AGREEMENT?
No. You may see information in the ACE*COMM developer kit describing 
royalties that must be paid to ACE*COMM when you distribute their 
stack. This does not affect you as an OpenView for Windows developer, 
because we install the required runtime files for you when the user 
installs OpenView. Your OEM agreement with HP does not require or allow 
for your distributing WINSNMP runtime components (DLL's, etc).

WHAT RUNTIME FILES ARE REQUIRED BY ACE*COMM'S STACK?
For Win95: WINSNMP.DLL and WSNMP32.DLL
For WinNT: WINSNMP.DLL, WSNMP32.DLL, and SNMPTRAP.EXE (replaces NT's)
All of these files are included in the WINSNMP developer kits.




From owner-ftp-alumni@asylum.apocalypse.org  Wed Jun  3 11:30:31 1998
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From: Michael "S." Greenberg <mike@theophanyholding.mv.com>
Subject: RE: OpenView for Windows adopts ACE*COMM WINSNMP stack
Date: Wed, 03 Jun 1998 11:27:55 -0500
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Now that Mary Quinn and I are gone they didn't have anyone who could maintain it anyway.  I wonder if they even noticed this...
	Mike

>>Reply to your message of 6/1/98 4:40 PM
> Folks,
> 	Looks like goodbye to FTPs WinSNMP finally.
> 
> Regards,
> Tim
> 
> FAQ: OpenView for Windows adopts ACE*COMM WINSNMP stack
> =======================================================
> 
> I'm pleased to announce our intent to adopt the ACE*COMM WINSNMP stack 
> for an upcoming release of OpenView for Windows (2nd half 1998). Our 
> OpenView installation will be modified to install (or overwrite with) 
> ACE*COMM WINSNMP components instead of those from FTP Software. 
> 
> WHAT DOES THIS MEAN TO ME?
> * Any OpenView applications you have previously compiled using the FTP 
> WINSNMP library WILL CONTINUE TO RUN AS THEY ALWAYS HAVE on previous, 
> present, and future versions of OpenView for Windows. This includes 
> 16-bit apps, 32-bit apps, and apps utilizing our VBX controls.
> 
> * New OpenView apps linked with the ACE*COMM libraries will run 
> correctly under versions of OpenView still using the FTP Software 
> WINSNMP DLLs.
> 
> * Developers creating or recompiling OpenView for Windows applications 
> are encouraged to link and test their applications with the ACE*COMM 
> WINSNMP libraries and DLLs. You can choose to continue linking with the 
> FTP WINSNMP libraries we have previously distributed, however.
> 
> WHAT ABOUT SUPPORT FOR WINSNMP ISSUES?
> * The FTP WINSNMP stack will no longer be supported. Moving to the 
> ACE*COMM stack will be a mandatory first-step in the troubleshooting 
> process for WINSNMP-related issues.
> 
> * ACE*COMM's 16-bit version of the WINSNMP library is code-frozen. 
> ACE*COMM will be able to assist you with questions and work-arounds for 
> issues that may arise, but no future releases are planned.
> 
> * HP will no longer be your first contact for WINSNMP-related questions 
> or support. In the future, please direct these inquiries to:
> 
> WHY ARE YOU CHANGING TO ACE*COMM?
> ACE*COMM's stack has become an industry leader. Their developer kit is 
> a complete package of sample code, documentation, and source libraries. 
> It also includes the appropriate tools for utilizing the 
> object-oriented SNMP++ "wrapper" standard that you may have heard about.
> 
> DOES THIS AFFECT MY OEM DISTRIBUTION AGREEMENT?
> No. You may see information in the ACE*COMM developer kit describing 
> royalties that must be paid to ACE*COMM when you distribute their 
> stack. This does not affect you as an OpenView for Windows developer, 
> because we install the required runtime files for you when the user 
> installs OpenView. Your OEM agreement with HP does not require or allow 
> for your distributing WINSNMP runtime components (DLL's, etc).
> 
> WHAT RUNTIME FILES ARE REQUIRED BY ACE*COMM'S STACK?
> For Win95: WINSNMP.DLL and WSNMP32.DLL
> For WinNT: WINSNMP.DLL, WSNMP32.DLL, and SNMPTRAP.EXE (replaces NT's)
> All of these files are included in the WINSNMP developer kits.
> 
> 
> 
> 
>>End of message

Michael S. Greenberg / mgreenberg@acm.org


From owner-ftp-alumni@apocalypse.org  Thu Jun 11 13:46:05 1998
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Reply-To: "Larry Backman" <backman@ultranet.com>
From: "Larry Backman" <backman@ultranet.com>
To: <ftp-alumni@apocalypse.org>
Subject: Shareholders meeting summary please
Date: Thu, 11 Jun 1998 13:41:42 -0400
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Could an attendee be so kinds as to summarize any content which might
have been exposed.

Not interested in Hazard fluff...


From owner-ftp-alumni@apocalypse.org  Thu Jun 11 13:57:55 1998
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To: "Larry Backman" <backman@ultranet.com>, <ftp-alumni@apocalypse.org>
From: stev knowles <stev@Precision.Guesswork.Com>
Subject: Re: Shareholders meeting summary please
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>Could an attendee be so kinds as to summarize any content which might
>have been exposed.

i didnt go, but they lost money, and they view their prospects going
forward as positive now that they finally have a handle on things.



From owner-ftp-alumni@apocalypse.org  Fri Jun 12 07:30:52 1998
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From: "James J. Momenee-DuPrie" <jduprie@adsmart.net>
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no stev, thats a flashback. That was last year (and the year before..)
		JD

stev knowles wrote:
> 
> >Could an attendee be so kinds as to summarize any content which might
> >have been exposed.
> 
> i didnt go, but they lost money, and they view their prospects going
> forward as positive now that they finally have a handle on things.

-- 
*********************************************************
**  James J. Momenee-DuPrie	Operations Manager     **
**  Phone (978) 684-3722	ADSmart Corp.          **
**  Fax (978) 684-3618		100 Brickstone Square  **
**  jduprie@adsmart.net		Andover, MA 01810      **
*********************************************************

From owner-ftp-alumni@apocalypse.org  Fri Jun 12 07:44:36 1998
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To: stev@Precision.Guesswork.Com
Subject: Re: Shareholders meeting summary please
From: jbvb@apocalypse.org (James VanBokkelen)
Reply-To: jbvb@apocalypse.org
Cc: "Larry Backman" <backman@ultranet.com>, <ftp-alumni@apocalypse.org>
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>>Could an attendee be so kinds as to summarize any content which might
>>have been exposed.
>
>i didnt go, but they lost money, and they view their prospects going
>forward as positive now that they finally have a handle on things.

The stock fell to $2 late in the day on the 10th, like someone big
bailed out.  I haven't heard any details yet.

Total of 29M shares present/voting.

Both directors got re-elected, with about 28M votes.  More votes for
Vint than the other guy, but only maybe 500,000 (me, I think).

The Executive Equity Incentive Plan passed, by 23M to 5M.

The Non-Employee Director's Stock Option Plan passed, by a slightly
larger margin (maybe me, too).

Hazard talked about how much the company had changed (mostly shrunk)
and the (very abstract) good things he expected (nothing like
profitability next quarter, for instance).

Simken did a dog-and-pony show about the transition from protocol
stacks and applications to applications and management to
applications on demand (their current Great Hope).  Nothing crashed,
it all looks kind of slick, but will anyone pay the price they're
asking (which wasn't discussed)?

I told them they needed to be careful about narrowing down the focus
of what you could do with the internet, because a lot of our
customers in the old days had a mainframe terminal on their desk
already, and wanted the flexibility of going wherever they needed to.
Also, they weren't going to meet many innovators or gatekeepers when
they were selling to the control freaks.  Considerable talking about
innovation vs. cost control, Hazard claims to have flushed a lot of
the bureaucracy.  I told him he needed to get more of people's work
out to market, to consider more investment in improvements to the
legacy products, and to consider taking the DOS apps as a standard of
functionality and refinement which the WinApps should be brought up
to.

Steve Glass asked not to narrow down things too much, let the
programmers do their best.  Arnoff (Mike Greenberg) commented on
roads not taken in the past, which are currently successes for other
companies.  Janet suggested keeping an eye on the government.  Vint
and I got into a discussion of how to locate long-lead-time projects,
and guerilla marketing.

No non-employees said a thing.

All done about 12:15, I split quickly to bale a field of hay...

jbvb



From owner-ftp-alumni@apocalypse.org  Fri Jun 12 09:03:25 1998
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From: stev knowles <stev@Precision.Guesswork.Com>
Subject: Re: Shareholders meeting summary please
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>no stev, thats a flashback. That was last year (and the year before..)
>		JD
>
>stev knowles wrote:
>> 
>> >Could an attendee be so kinds as to summarize any content which might
>> >have been exposed.
>> 
>> i didnt go, but they lost money, and they view their prospects going
>> forward as positive now that they finally have a handle on things.

the real question is if they will be around next year to say it.



From owner-ftp-alumni@apocalypse.org  Fri Jun 12 09:10:39 1998
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To: jbvb@apocalypse.org
From: stev knowles <stev@Precision.Guesswork.Com>
Subject: Re: Shareholders meeting summary please
Cc: "Larry Backman" <backman@ultranet.com>, <ftp-alumni@apocalypse.org>
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>The stock fell to $2 late in the day on the 10th, like someone big
>bailed out.  I haven't heard any details yet.

interesting. . . . . 

>Total of 29M shares present/voting.

that is alot, i seem to remember there only being 32 million outstanding .
. . 

>Both directors got re-elected, with about 28M votes.  More votes for
>Vint than the other guy, but only maybe 500,000 (me, I think).

i was surprised to see vint run for re-election.

>No non-employees said a thing.

in the past they have, i wonder why not this time. it was brave of glass to
stand up, considering he is still working there.

>All done about 12:15, I split quickly to bale a field of hay...

ahh, i remember when we said things like that euphemistically . . . .



From owner-ftp-alumni@apocalypse.org  Fri Jun 12 15:52:45 1998
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To: stev@Precision.Guesswork.Com
Subject: Re: Shareholders meeting summary please
From: jbvb@apocalypse.org (James VanBokkelen)
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Cc: ftp-alumni@apocalypse.org
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>>Total of 29M shares present/voting.
>
>that is alot, i seem to remember there only being 32 million outstanding .
>. . 

They said 34M issued/outstanding at the start of the meeting.

>>No non-employees said a thing.
>
>in the past they have, i wonder why not this time. it was brave of glass to
>stand up, considering he is still working there.

Per him, he's one of the few people doing kernel work, and he's stuck
doing it on most, if not all the kernels.  He might be safe.

jbvb



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Date: Mon, 15 Jun 1998 09:41:18 -0400
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-----Original Message-----
From: FTP Corporate Newsflash <jld@ftp.com>
To: all_associates@ftp.com <all_associates@ftp.com>
Date: Monday, June 15, 1998 8:42 AM
Subject: FTP NewsFlash "All Associates Meeting and Attached Press Release"


---------------------------------------------------------
Today's Subject: All Associates Meeting and Attached Press Release
---------------------------------------------------------

To: All Associates

>From: Glenn Hazard

Re: Press Release (attached)


Today we are announcing the merger between NetManage and FTP Software.  Over
the past seven to eight months, all of you have heard me discuss the need to
explore strategic alternatives that we believe could ensure our success.  As
I shared with you during the strategy sessions, financial stability, scale,
diversity of revenue, and product capability are essential to our success.
I believe the combined strengths and assets of these two companies can drive
the desired results for all of you, our customers, and our shareholders.

We will be conducting an all associate meeting today at 10:00 am at the
Ramada Rolling Green for associates in North Andover with audio
teleconference to other locations.  Following the all associate meeting,
there will be department meetings as well as communications with our
customers, channel and OEM partners, and our suppliers.   The challenge is
to stay focused on our key business imperatives as we assign the necessary
resources to begin planning a combined business.   As always, we must
support our customers, strive to achieve our revenue and profitability
targets, and deliver the necessary products per our roadmap.

As details are finalized and we are able to share them with all of you, we
will ensure timely communications.  I look forward to leading us through
this transition successfully.


All Associate Meeting - Audio Conference Bridge Numbers for San Jose,
Arlington, EMEA locations:

Domestic: 800-634-1570

International: 212-246-6468

Any problems connecting to the conference bridge, please call the Ramada and
ask for Mary Murphy, at the FTP Software meeting, the number is 978-475-5400

Below is the press release that went out at 8:30 AM this morning.

NetManage Contact: FTP Software, Inc. Contact:
Ron Kuhl, (408) 973-7171 Jill LeBallister Dudka, (978) 684-6458


NetManage, Inc. to Acquire FTP Software, Inc.

Combined Entity to Serve as Single Source Vendor for
UNIX®, AS/400® and Mainframe (IBM) Connectivity

CUPERTINO, Calif and NORTH ANDOVER, Mass, June 15, 1998 - NetManage, Inc.
(Nasdaq: NETM), a leader in complete PC Connectivity solutions, and FTP
Software, Inc. (Nasdaq: FTPS), a leader in PC-to-host client/server
communications software, today announced that they have signed a definitive
agreement whereby NetManage will acquire FTP Software, Inc.  The combined
company expects to increase its presence in the expanding PC Connectivity
market as a single source supplier of world-class connectivity applications
for UNIX, midrange AS/400 and Mainframe (IBM) systems.

Under the terms of the agreement, stockholders of FTP Software will receive
approximately .73 shares of NetManage for each FTP share.  Based on
NetManage's closing price of $3.125 on June 12, 1998, the agreement values
FTP's approximately 34 million shares at approximately $77.4 million or
approximately $2.27 per share.  FTP Software's closing share price on June
12, 1998 was $2.00.  The acquisition is expected to be accounted for as a
pooling of interests.  Subject to certain closing conditions, including SEC
and antitrust review and stockholder approval of both companies, the
acquisition is expected to be completed in the third quarter.  Upon the
closing of the acquisition, Mr. Zvi Alon will retain the position of
president and CEO of NetManage.

"With the acquisition of FTP, we are furthering our strategy for market
leadership and consolidation.  We believe FTP's position in the UNIX
Connectivity and Host Connectivity markets will help broaden our product and
service offerings for new and existing enterprise customers," said Zvi Alon,
president and CEO of NetManage.  "In addition, we intend to expand our
management team and enhance our international distribution.  NetManage was
first to market TCP/IP for Windows, and with this acquisition, we will be
the first single source supplier of advanced PC and Web-based Connectivity
solutions."

"We believe the combination of FTP and NetManage provides the best
opportunity to take a leadership position in the emerging market for
Web-to-Host products, as well as leverage both companies' historical
strengths with PC Connectivity applications," said Glenn Hazard, chairman
and CEO of FTP Software.  "FTP's leadership in the marketplace will enhance
NetManage's strengths in the UNIX connectivity, midrange systems and
Mainframe systems business."


About FTP Software, Inc.
FTP Software, Inc. provides high-performance connectivity software with
unique, centralized management capabilities that simplify host access for
users of all abilities, protect sensitive corporate information, and reduce
the cost of software deployment and administration.  FTP Software is a
market leader in network applications suites with over 10 million
installations at Fortune 1000 businesses and government agencies worldwide.

About NetManage, Inc.
Founded in 1990, NetManage, Inc. (Nasdaq: NETM) provides complete PC
Connectivity solutions, offering world-class Windows applications for
connecting to UNIX, AS/400 midrange and IBM mainframe host systems.  The
Company also provides real time support tools for independent software
vendors and corporations.  NetManage helped drive the emergence of open
networks through its TCP/IP applications and has made significant
contributions to important industry standards including both Winsock and
NS/Router.  NetManage is headquartered in Cupertino, California.  The
company's products are sold and serviced worldwide by NetManage's direct
sales force, international subsidiaries and authorized channel partners.
Additional information is available at http://www.netmanage.com, by sending
e-mail to info@netmanage.com or by calling (408) 973-7171.

This press release contains forward-looking statements.  These
forward-looking statements include statements about expectations relating to
the acquisition of FTP Software by NetManage and the resulting benefits in
breadth of product line and the ability to meet ongoing customer
requirements, including: increased size and worldwide coverage of sales,
service and support organizations resulting in incremental business; and the
ability to create new business opportunities resulting in expanded revenues.
Actual results may differ materially due to factors including, but not
limited to: NetManage's ability to develop and ship products leveraging the
developments of the individual entities; NetManage's ability to retain and
restructure qualified sales, service and support personnel through the
acquisition; NetManage's ability to recognize and capitalize on new business
activities; the impact of the competitive products and pricing; the
fluctuating demand for PC connectivity solutions; demand from customers,
which could be impacted by the recent uncertainties in the Asian markets;
and the risk that anticipated synergies and cost savings from the
acquisition may not result.  Other risks and uncertainties are contained in
NetManage's reports filed with the Securities and Exchange Commission.
###
Copyright 1998 NetManage, Inc.  All rights reserved.  NetManage, Chameleon
UNIX Link, Chameleon HostLink, Chameleon 3270LT, Chameleon Host Agent,
NS/Portfolio, NS/Router, SupportNow, Support-Channel, OpSession, the
NetManage logo and the lizard logos are trademarks or registered trademarks
of NetManage, Inc. in the United States and other countries.  UNIX is a
registered trademark in the U.S. and other countries, licensed exclusively
through X/Open Company Limited.  IBM and AS/400 are registered trademarks in
the U.S. and other countries of International Business Machines Corporation.
FTP Software is a registered trademark of FTP Software, Inc.  All other
trademarks are the property of their respective owners.

Jill LeBallister Dudka
Manager, Investor and Public Relations
FTP Software, Inc.
2 High Street
North Andover, MA  01845
978-684-6458
fax 978-684-6679
Internet: jld@ftp.com








From owner-ftp-alumni@apocalypse.org  Mon Jun 15 09:45:56 1998
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-------------------------------------------------------
Today's Subject: All Associates Meeting and Attached Press Release
---------------------------------------------------------

To: All Associates

>From: Glenn Hazard

Re: Press Release (attached)


Today we are announcing the merger between NetManage and FTP Software. 
Over the past seven to eight months, all of you have heard me discuss
the need to explore strategic alternatives that we believe could ensure
our success.  As I shared with you during the strategy sessions,
financial stability, scale, diversity of revenue, and product capability
are essential to our success.   I believe the combined strengths and
assets of these two companies can drive the desired results for all of
you, our customers, and our shareholders.

We will be conducting an all associate meeting today at 10:00 am at the
Ramada Rolling Green for associates in North Andover with audio
teleconference to other locations.  Following the all associate meeting,
there will be department meetings as well as communications with our
customers, channel and OEM partners, and our suppliers.   The challenge
is to stay focused on our key business imperatives as we assign the
necessary resources to begin planning a combined business.   As always,
we must support our customers, strive to achieve our revenue and
profitability targets, and deliver the necessary products per our
roadmap.

As details are finalized and we are able to share them with all of you,
we will ensure timely communications.  I look forward to leading us
through this transition successfully.


All Associate Meeting - Audio Conference Bridge Numbers for San Jose,
Arlington, EMEA locations:

Domestic: 800-634-1570

International: 212-246-6468

Any problems connecting to the conference bridge, please call the Ramada
and ask for Mary Murphy, at the FTP Software meeting, the number is
978-475-5400

Below is the press release that went out at 8:30 AM this morning.

NetManage Contact: FTP Software, Inc. Contact:
Ron Kuhl, (408) 973-7171 Jill LeBallister Dudka, (978) 684-6458


NetManage, Inc. to Acquire FTP Software, Inc.

Combined Entity to Serve as Single Source Vendor for 
UNIX®, AS/400® and Mainframe (IBM) Connectivity

CUPERTINO, Calif and NORTH ANDOVER, Mass, June 15, 1998 - NetManage,
Inc. (Nasdaq: NETM), a leader in complete PC Connectivity solutions, and
FTP Software, Inc. (Nasdaq: FTPS), a leader in PC-to-host client/server
communications software, today announced that they have signed a
definitive agreement whereby NetManage will acquire FTP Software, Inc. 
The combined company expects to increase its presence in the expanding
PC Connectivity market as a single source supplier of world-class
connectivity applications for UNIX, midrange AS/400 and Mainframe (IBM)
systems.

Under the terms of the agreement, stockholders of FTP Software will
receive approximately .73 shares of NetManage for each FTP share.  Based
on NetManage's closing price of $3.125 on June 12, 1998, the agreement
values FTP's approximately 34 million shares at approximately $77.4
million or approximately $2.27 per share.  FTP Software's closing share
price on June 12, 1998 was $2.00.  The acquisition is expected to be
accounted for as a pooling of interests.  Subject to certain closing
conditions, including SEC and antitrust review and stockholder approval
of both companies, the acquisition is expected to be completed in the
third quarter.  Upon the closing of the acquisition, Mr. Zvi Alon will
retain the position of president and CEO of NetManage.

"With the acquisition of FTP, we are furthering our strategy for market
leadership and consolidation.  We believe FTP's position in the UNIX
Connectivity and Host Connectivity markets will help broaden our product
and service offerings for new and existing enterprise customers," said
Zvi Alon, president and CEO of NetManage.  "In addition, we intend to
expand our management team and enhance our international distribution. 
NetManage was first to market TCP/IP for Windows, and with this
acquisition, we will be the first single source supplier of advanced PC
and Web-based Connectivity solutions."

"We believe the combination of FTP and NetManage provides the best
opportunity to take a leadership position in the emerging market for
Web-to-Host products, as well as leverage both companies' historical
strengths with PC Connectivity applications," said Glenn Hazard,
chairman and CEO of FTP Software.  "FTP's leadership in the marketplace
will enhance NetManage's strengths in the UNIX connectivity, midrange
systems and Mainframe systems business."


About FTP Software, Inc.
FTP Software, Inc. provides high-performance connectivity software with
unique, centralized management capabilities that simplify host access
for users of all abilities, protect sensitive corporate information, and
reduce the cost of software deployment and administration.  FTP Software
is a market leader in network applications suites with over 10 million
installations at Fortune 1000 businesses and government agencies
worldwide.

About NetManage, Inc.
Founded in 1990, NetManage, Inc. (Nasdaq: NETM) provides complete PC
Connectivity solutions, offering world-class Windows applications for
connecting to UNIX, AS/400 midrange and IBM mainframe host systems.  The
Company also provides real time support tools for independent software
vendors and corporations.  NetManage helped drive the emergence of open
networks through its TCP/IP applications and has made significant
contributions to important industry standards including both Winsock and
NS/Router.  NetManage is headquartered in Cupertino, California.  The
company's products are sold and serviced worldwide by NetManage's direct
sales force, international subsidiaries and authorized channel partners.
Additional information is available at http://www.netmanage.com, by
sending e-mail to info@netmanage.com or by calling (408) 973-7171.

This press release contains forward-looking statements.  These
forward-looking statements include statements about expectations
relating to the acquisition of FTP Software by NetManage and the
resulting benefits in breadth of product line and the ability to meet
ongoing customer requirements, including: increased size and worldwide
coverage of sales, service and support organizations resulting in
incremental business; and the ability to create new business
opportunities resulting in expanded revenues.  Actual results may differ
materially due to factors including, but not limited to: NetManage's
ability to develop and ship products leveraging the developments of the
individual entities; NetManage's ability to retain and restructure
qualified sales, service and support personnel through the acquisition;
NetManage's ability to recognize and capitalize on new business
activities; the impact of the competitive products and pricing; the
fluctuating demand for PC connectivity solutions; demand from customers,
which could be impacted by the recent uncertainties in the Asian
markets; and the risk that anticipated synergies and cost savings from
the acquisition may not result.  Other risks and uncertainties are
contained in NetManage's reports filed with the Securities and Exchange
Commission.
###
Copyright 1998 NetManage, Inc.  All rights reserved.  NetManage,
Chameleon UNIX Link, Chameleon HostLink, Chameleon 3270LT, Chameleon
Host Agent, NS/Portfolio, NS/Router, SupportNow, Support-Channel,
OpSession, the NetManage logo and the lizard logos are trademarks or
registered trademarks of NetManage, Inc. in the United States and other
countries.  UNIX is a registered trademark in the U.S. and other
countries, licensed exclusively through X/Open Company Limited.  IBM and
AS/400 are registered trademarks in the U.S. and other countries of
International Business Machines Corporation.  FTP Software is a
registered trademark of FTP Software, Inc.  All other trademarks are the
property of their respective owners.

Jill LeBallister Dudka
Manager, Investor and Public Relations
FTP Software, Inc.
2 High Street
North Andover, MA  01845
978-684-6458
fax 978-684-6679
Internet: jld@ftp.com







From owner-ftp-alumni@apocalypse.org  Mon Jun 15 10:27:23 1998
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Date: Mon, 15 Jun 1998 10:27:22 -0400
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From: Paul Selkirk <paul@apocalypse.org>
To: ftp-alumni@apocalypse.org
In-reply-to: <000801bd9863$4682bf80$61447f80@pmichien-1.ftp.com>
	(tonym@ftp.com)
Subject: Re: merger between NetManage and FTP Software
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So why is the first image that comes to mind that of rats jumping from
one sinking ship to another?

Excuse me while I shit a brick.

				paul

(Yes, this is real, or at least has gotten out to the wire services.)

From owner-ftp-alumni@apocalypse.org  Mon Jun 15 10:34:54 1998
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To: Paul Selkirk <paul@apocalypse.org>, ftp-alumni@apocalypse.org
From: stev knowles <stev@Precision.Guesswork.Com>
Subject: Re: merger between NetManage and FTP Software
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>So why is the first image that comes to mind that of rats jumping from
>one sinking ship to another?
>
>Excuse me while I shit a brick.
>
>				paul
>
>(Yes, this is real, or at least has gotten out to the wire services.)

well, ftp always did need good marketing, and netmanage was always good
with marketing.

i am amazed, however, that they only get 2.27$ per share, it had traded up
to 3$ on speculation of a merger announcement.



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 10:53:15 1998
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To: paul@apocalypse.org
Subject: Re: merger between NetManage and FTP Software
From: jbvb@apocalypse.org (James VanBokkelen)
Reply-To: jbvb@apocalypse.org
Cc: ftp-alumni@apocalypse.org
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>So why is the first image that comes to mind that of rats jumping from
>one sinking ship to another?

Two drowning men trying to climb on top of each other is possibly
more appropriate...

Oy, veh.  That it should come to this.

I suppose there is a positive, for me, at least: If/when this takes
place, I can finally lay down responsibility for the goings-on at 2
High.  I don't really know where they expect to get shareholder
approval, given that the price was $3 until news leaked Wednesday.
There is probably going to be a suit over that, as well...

I will vote about 400,000 shares against it, at $2.27....

jbvb



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 11:08:56 1998
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From: "Michael Shatz" <m_shatz@ordertrust.net>
To: <ftp-alumni@apocalypse.org>
Subject: Photo Finish:  Svi Won
Date: Mon, 15 Jun 1998 11:08:01 -0400
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Gee Wizzzzzzz

After all that awesome hypercompetitive behavior.  What a waste.

/\\.

Michael E. Shatz
Director, Business Development
OrderTrust, LLC  (Formerly LitleNet)
900 Chelmsford Street
Lowell, MA 01851
m_shatz@ordertrust.net
978-551-5453 (T)
978-551-5050 (F)

From owner-ftp-alumni@apocalypse.org  Mon Jun 15 11:25:32 1998
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     This little bit of news was not mentioned at the stockholders meeting, 
     yes?
     
     Jamie


______________________________ Reply Separator _________________________________
Subject: Re: merger between NetManage and FTP Software
Author:  "Paul Selkirk" <paul@apocalypse.org> at internet
Date:    6/15/98 10:27 AM


So why is the first image that comes to mind that of rats jumping from 
one sinking ship to another?
     
Excuse me while I shit a brick.
     
                                paul
     
(Yes, this is real, or at least has gotten out to the wire services.)
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From owner-ftp-alumni@apocalypse.org  Mon Jun 15 11:52:45 1998
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i mean, i cant imagine what netmanage would want with FTP's marketing, or
sales, or general admin. then, there are various sales offices . . . .i
wonder how many people will be invited to leave . . .



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 12:07:53 1998
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Subject: Re: Re[2]: merger between NetManage and FTP Software
From: jbvb@apocalypse.org (James VanBokkelen)
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>     This little bit of news was not mentioned at the stockholders meeting, 
>     yes?

Not a peep.

jbvb



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 12:07:52 1998
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To: stev@Precision.Guesswork.Com
Subject: Re: merger between NetManage and FTP Software
From: jbvb@apocalypse.org (James VanBokkelen)
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>well, ftp always did need good marketing, and netmanage was always good
>with marketing.

Not good enough that they were able to deal with Windows95 any better
than FTP, from their stock price.

>i am amazed, however, that they only get 2.27$ per share, it had traded up
>to 3$ on speculation of a merger announcement.

I talked to some brokers - they had called me last Wednesday to ask
if I knew why the stock had suddenly fallen from $2.75 or so to $2.
They didn't know anything more today, except that FTPS is now down to
$1.80 or so, and Netscape fell somewhat this morning too.  This is
exactly the same kind of bad idea as the Firefox merger, except that
I personally consider Zvi Allon unethical, and have no wish to see
his face, or profit from his activities.

I bet, when we see the merger documents, that it isn't fixed at
$2.27.  At best, we can hope for some sort of high/low collar on the
price, but this morning's fall may have reduced it to more like
$1.95...

jbvb



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Date: Mon, 15 Jun 1998 12:15:17 -0400
To: jbvb@apocalypse.org
From: stev knowles <stev@Precision.Guesswork.Com>
Subject: Re: merger between NetManage and FTP Software
Cc: ftp-alumni@apocalypse.org
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>Not good enough that they were able to deal with Windows95 any better
>than FTP, from their stock price.

potentially true, but their stock split several times, as i recall, so they
may not really be as bad off as you think. what is their market cap, do you
know?

>I talked to some brokers - they had called me last Wednesday to ask
>if I knew why the stock had suddenly fallen from $2.75 or so to $2.
>They didn't know anything more today, except that FTPS is now down to
>$1.80 or so, and Netscape fell somewhat this morning too.  This is
>exactly the same kind of bad idea as the Firefox merger, except that
>I personally consider Zvi Allon unethical, and have no wish to see
>his face, or profit from his activities.

well, they need to do something, and they dont seem to be able to profit
from their own ideas . . .

>I bet, when we see the merger documents, that it isn't fixed at
>$2.27.  At best, we can hope for some sort of high/low collar on the
>price, but this morning's fall may have reduced it to more like
>$1.95...

the announcement pegged it as a stock swap, valued at 2.27 based on
netmanages closing price Friday afternoon.


From owner-ftp-alumni@apocalypse.org  Mon Jun 15 12:22:25 1998
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From: "Mark Towfiq" <towfiq@401kForum.Com>
To: <ftp-alumni@apocalypse.org>
Subject: RE: merger between NetManage and FTP Software
Date: Mon, 15 Jun 1998 09:22:44 -0700
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It seems, crafty language aside, that this is not a "merger", it is
NetManage buying FTP, with Zvi Alon at the head of the whole thing,
if I read the press release correctly.


From owner-ftp-alumni@apocalypse.org  Mon Jun 15 12:35:58 1998
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We have met the enemy and they is us!

:-)



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 12:41:52 1998
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From: David Bridgham <dab@froghouse.org>
To: stev knowles <stev@Precision.Guesswork.Com>
cc: ftp-alumni@apocalypse.org
Subject: Re: merger between NetManage and FTP Software 
In-reply-to: Your message of "Mon, 15 Jun 1998 12:15:17 EDT."
             <3.0.3.32.19980615121517.006f8f38@guesswork.com> 
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> potentially true, but their stock split several times, as i recall,
> so they may not really be as bad off as you think. what is their
> market cap, do you know?

At $3/share, Yahoo reports it as $132M.

						Dave

From owner-ftp-alumni@apocalypse.org  Mon Jun 15 12:52:51 1998
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     Market Capitalization as of 6/12/98 as reported by First Call:
     
     FTPS       68.0 Mil $
     NETM       137.7 Mil $
     
     Jamie      much less :-)


______________________________ Reply Separator _________________________________
Subject: Re: merger between NetManage and FTP Software
Author:  "stev knowles" <stev@Precision.Guesswork.Com> at internet
Date:    6/15/98 12:15 PM


>Not good enough that they were able to deal with Windows95 any better 
>than FTP, from their stock price.
     
potentially true, but their stock split several times, as i recall, so they 
may not really be as bad off as you think. what is their market cap, do you 
know?
     
>I talked to some brokers - they had called me last Wednesday to ask 
>if I knew why the stock had suddenly fallen from $2.75 or so to $2. 
>They didn't know anything more today, except that FTPS is now down to 
>$1.80 or so, and Netscape fell somewhat this morning too.  This is 
>exactly the same kind of bad idea as the Firefox merger, except that 
>I personally consider Zvi Allon unethical, and have no wish to see 
>his face, or profit from his activities.
     
well, they need to do something, and they dont seem to be able to profit 
from their own ideas . . .
     
>I bet, when we see the merger documents, that it isn't fixed at 
>$2.27.  At best, we can hope for some sort of high/low collar on the 
>price, but this morning's fall may have reduced it to more like 
>$1.95...
     
the announcement pegged it as a stock swap, valued at 2.27 based on 
netmanages closing price Friday afternoon.
     
--IMA.Boundary.718929798
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Date: Mon, 15 Jun 1998 12:15:17 -0400
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From: "stev knowles" <stev@Precision.Guesswork.Com>
Subject: Re: merger between NetManage and FTP Software
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From owner-ftp-alumni@apocalypse.org  Mon Jun 15 12:58:30 1998
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To: stev@Precision.Guesswork.Com
Subject: Re: merger between NetManage and FTP Software
From: jbvb@apocalypse.org (James VanBokkelen)
Reply-To: jbvb@apocalypse.org
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>>Not good enough that they were able to deal with Windows95 any better
>>than FTP, from their stock price.
>
>potentially true, but their stock split several times, as i recall, so they
>may not really be as bad off as you think. what is their market cap, do you
>know?

I'll ask, if I talk to a broker again today, but this might also be
on their web site.

>>I talked to some brokers - they had called me last Wednesday to ask
>>if I knew why the stock had suddenly fallen from $2.75 or so to $2.
>>They didn't know anything more today, except that FTPS is now down to
>>$1.80 or so, and Netscape fell somewhat this morning too.  This is
>>exactly the same kind of bad idea as the Firefox merger, except that
>>I personally consider Zvi Allon unethical, and have no wish to see
>>his face, or profit from his activities.
>
>well, they need to do something, and they dont seem to be able to profit
>from their own ideas . . .
>
>>I bet, when we see the merger documents, that it isn't fixed at
>>$2.27.  At best, we can hope for some sort of high/low collar on the
>>price, but this morning's fall may have reduced it to more like
>>$1.95...
>
>the announcement pegged it as a stock swap, valued at 2.27 based on
>netmanages closing price Friday afternoon.

The key weasel-phrase is "approximately .73 shares of Netmanage".
The rest of the information on pricing doesn't say anything explicit,
but I expect that there will be some sort of variable ratio, like
with Firefox, where the final price depends on the market at the time
the merger.  Wall St. agrees with me - If I could go buy a bale of
FTP today at $1.80 and walk away with my $0.47 per share when the
deal goes through, so could anyone else, and the difference would
vanish in a twinkling...

Earlier, you asked about layoffs.  Whether or not there will be
layoffs after the merger, they aren't likely to say a word until the
deal is approved by the shareholders.

jbvb



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 13:02:54 1998
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To: David Bridgham <dab@froghouse.org>
From: stev knowles <stev@Precision.Guesswork.Com>
Subject: Re: merger between NetManage and FTP Software 
Cc: ftp-alumni@apocalypse.org
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>> potentially true, but their stock split several times, as i recall,
>> so they may not really be as bad off as you think. what is their
>> market cap, do you know?
>
>At $3/share, Yahoo reports it as $132M.

and at 2$/share, that puts FTP at 1/2 its value. . .. so they did seem to
do a better job, from that metric.



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 13:04:37 1998
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From: stev knowles <stev@Precision.Guesswork.Com>
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>Earlier, you asked about layoffs.  Whether or not there will be
>layoffs after the merger, they aren't likely to say a word until the
>deal is approved by the shareholders.

other people certainly do, as i recall. wasn't there talk from compaq about
layoffs with the digital buy?



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 13:06:20 1998
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stev knowles wrote:
> 
> potentially true, but their stock split several times, as i recall, so they
> may not really be as bad off as you think. what is their market cap, do you
> know?

Nasdaq web site lists it as $136M+ with just over 44M shares outstanding

> >I talked to some brokers - they had called me last Wednesday to ask
> >if I knew why the stock had suddenly fallen from $2.75 or so to $2.

I had just assumed that it was part of the entire tech sector being soft
over the last few weeks: over the last two, FTPS is off 5/8 of a point.
The volume doesn't appear all that unusual as compared to the previous
three months, either: since 6/1, it's averaged 334,000 shares vs.
305,100 shares between 3/1 and 5/29.

From owner-ftp-alumni@apocalypse.org  Mon Jun 15 14:02:45 1998
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Subject: FTP:  Q&A from today's all associates meeting
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Associate Questions and Responses
June 15, 1998

Approximate Time Line

6/15		Signing
6/16 - 6/24	Draft proxy statement/S4
6/29		File proxy statement/S4 with SEC
		30-40 days SEC review
8/03		Receive SEC comments 
8/06		Re-file
8/07	Receive SEC effectiveness; mail proxy statements/S4 to FTP Software
and NetManage shareholders
9/09		Shareholder meetings (FTP Software and NetManage)
9/10		Close

Q/.	Which company will be the surviving company?
A/.	NetManage is acquiring FTP Software through a merger of FTP Software
with a NetManage subsidiary.  After the close of the transaction,
NetManage will be the parent.

Q/.	Who will be the CEO?
A/.	Zvi Alon, the current CEO/Chairman of NetManage, will remain as CEO
of the "new" NetManage.

Q/.	What will be the structure of the new organization?
A/.	We will be forming integration teams comprised of members from both
companies to determine the structure of the combined group.

Q/.	Will there be layoffs?
A/.	Following a review process by the integration teams, the
organizational structure will be announced.  Redundancies created by the
new organization will need to be eliminated.

Q/.	Assuming layoffs, will there be outplacement assistance?
A/.	To be determined.

Q/.	When will you know your status?
A/.	You should know your status on or before the close of this
transaction, which we anticipate to be approximately 90 days.

Q/.	What are the severance packages?
A/.	We committed to all of you specific severance protection last July. 
That commitment was re-affirmed several weeks ago by Glenn.  As
indicated in his email, these arrangements will be honored through the
end of December 1998.
 
Q/.	What will happen to the severance packages after December?
A/.	As stated earlier, NetManage will honor all severance packages
through December 31, 1998.   After that, NetManage's practice is to
review severance arrangements on a case-by-case basis.

Q/.	What will happen to North Andover and other facilities around the
world?
A/.	Corporate headquarters will be Cupertino, California. We expect
North Andover to be the company's major East Coast facility. All other
locations will be reviewed as part of the process during the next 90
days.  There is strong overlap in nearby facilities across the world, so
the associate disruption from consolidated facilities will hopefully be
modest.  

Also, it is important to note that NetManage already manages
development, support, as well as sales, marketing, and G&A in
distributed locations.  Development, for example, is concentrated in
Irvine, CA (5250 / 3270 SNA), San Diego (X and NFS), and Haifa (Unix
Link and Host Link)

Q/.	What happens to our options now and in the future?
A/.	NetManage will assume the FTP Software options.  Your current
vesting schedule would remain in effect.  Your options become NetManage
options.

To calculate the conversion of FTP Software options to NetManage
options, you multiply the number of options you have by the stock
exchange ratio of this transaction (.728 est.) and divide your exercise
price by the same number.  

For example, if you have 1000 FTP Software options priced at $3.00 a
share, those options would be converted into approximately 728 NetManage
options (1000 x .728) with an exercise price (into NetManage stock) of
about $4.12  ($3.00/ .728 est.)

Q./	Will I be taxed on my shares or options as a result of exchange?
A./	No, you will not be taxed as a result of the exchange.

Q/.	Will we retain the same benefits package?
A/.	The intent is to have one company plan that provides fair and
equitable benefits to all employees. This plan will be solidified during
4Q98 following a review of our plans to ensure employees understand the
benefits plan specifics.  Until that time, FTP Software's plans remain
in effect.

Q/.	What will happen to the FTP Software Medical, Dental, and Vision
coverage?
A/.	You will remain on your current plan through the end of the year.
Effective January 1, 1999, we expect you would be moved to the NetManage
plan(s).

 Q/.	What will happen to the FTP Software name?
A/.	NetManage plans to build on FTP Software's considerable brand
equity.  FTP Software's products will be identified as "FTP Software
products by NetManage, Inc".

Q/.	What will happen to my accrued Leave time (Out-time)?
A/.	Upon closing, NetManage will allow you to carry-over a maximum of 60
hours. Any hours in excess of 60 will be paid out to you after the
closing. If you have earned less than 60 hours as an FTP Software
employee, you will be able to carry-over the actual amount. This is also
subject to regional regulations.

Q/.	What will happen to our products?
A/.	Existing products will continue to be sold and supported. The
Integration Teams will review overlapping product areas and produce a
product roadmap.  As mentioned in the press release, and as you will see
from the presentations, NetManage is excited about, and committed to,
FTP Software's products and technology.

Q/.	What if the merger doesn't go through?
A/.	We are confident that the deal will close.  However, we will
continue our normal business operations appropriate to our strategic
objectives.

Q/.	Will people be asked to relocate?
A/.	Depending on the needs of the new organization, which will be
determined during the review period, it is possible some people may be
asked to relocate.

Q/.	Can we contact someone at NetManage?
A/.	No.  The integration teams should be the only point of contact
between the two companies.  However, we will establish a communications
hotline to answer your questions. If you have any immediate concerns
work them through your manager/VP.	

Q/.	Has NetManage done mergers before and how well did they go?
A/.	Yes.  The past two acquisitions were NetSoft and Relay-both of which
have been successful.  In fact, the ex-CEO of NetSoft, Pat Linehan, is
the General Manager of NetManage's core business and Ted Joseph, the
ex-CEO of Relay, is NetManage's head of OEM sales.

Q/.	What will the new management team look like and how will they be
selected?
A/.	Once the business segments have been determined, we will review each
of the senior management employees to determine the critical skills and
demonstrated performance necessary for the new organization.



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 14:07:03 1998
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To: stev@Precision.Guesswork.Com
Subject: Re: merger between NetManage and FTP Software
From: jbvb@apocalypse.org (James VanBokkelen)
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>>Earlier, you asked about layoffs.  Whether or not there will be
>>layoffs after the merger, they aren't likely to say a word until the
>>deal is approved by the shareholders.
>
>other people certainly do, as i recall. wasn't there talk from compaq about
>layoffs with the digital buy?

DEC + Compaq is a much bigger company, big enough that politicians
could be expected to take an interest, so that stuff had to be
discussed.  I don't expect to hear much from Messrs. Hazzard and Alon.

jbvb



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 18:59:45 1998
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To: ftp-alumni@apocalypse.org
From: Gordon J Lee <gordonl@world.std.com>
Subject: Re: merger between NetManage and FTP Software
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So, after the deal goes through, I guess this list becomes
involuntarily "closed" to new membership, right ?   :-)

I anticipate future commentary on how well or poorly
Netmanage digests FTP.  Hard to believe.  I keep pinching
and I don't wake up.

   - GL



From owner-ftp-alumni@apocalypse.org  Mon Jun 15 19:23:20 1998
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I truly enjoy the fact that FTP bought Firefox for 64M$ and was sold
to netmanage for 68M$.  Don't forget Hazard will probably weasel a few
million out of this between his 2 year severance and the million odd
shares he granted himself.

Look closely at the SEC filings and check out how he and his cronies
will make out.  As I recall Glen-baby granted himself a nice chunk at
$1.75.  Almost as much a travesty as the grantings that went on in
93-94 as FTP prepared to go public.


L.

-----Original Message-----
From: Gordon J Lee <gordonl@world.std.com>
To: ftp-alumni@apocalypse.org <ftp-alumni@apocalypse.org>
Date: Monday, June 15, 1998 7:03 PM
Subject: Re: merger between NetManage and FTP Software


|So, after the deal goes through, I guess this list becomes
|involuntarily "closed" to new membership, right ?   :-)
|
|I anticipate future commentary on how well or poorly
|Netmanage digests FTP.  Hard to believe.  I keep pinching
|and I don't wake up.
|
|   - GL
|
|
|


From owner-ftp-alumni@apocalypse.org  Tue Jun 16 08:00:53 1998
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Date: Tue, 16 Jun 1998 08:02:42 -0400
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From: Frank Kastenholz <kasten@tiac.net>
Subject: Re: merger between NetManage and FTP Software
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hmmmm.
let's see here. as of 31 march, ftp's assets were about 90 million,
which includes about 10m in property, purchases software, etc. the
rest is cash, investments, accounts receivable. so call it 80m
"cash in the bank". they lost about 5m the first quarter. let's
assume they'll lose maybe the same this quarter and third
quarter. the deal is supposed to be done sometime q3. let's say
that they do it 1/2 way through q3. so that's another 7.5 million
in losses to expect between the end of q1 and when the deal gets
done.

80m-7.5m = 72.5m "cash in the bank" when the deal gets done.

and netmanage is buying ftp for about 77.4m.

netmanage is paying 4.9m for ftp, and 72.5m for their 72.5m cash.


fwiw, netmanage has about 98m cash and investments and they made
a small profit in q1 -- about 500k.

all these numbers are from the company's 10Q statements


frank kastenholz



From owner-ftp-alumni@apocalypse.org  Tue Jun 16 09:45:02 1998
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To: kasten@tiac.net
Subject: Re: merger between NetManage and FTP Software
From: jbvb@apocalypse.org (James VanBokkelen)
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>hmmmm.
>let's see here. as of 31 march, ftp's assets were about 90 million,
>which includes about 10m in property, purchases software, etc. the
>rest is cash, investments, accounts receivable. so call it 80m
>"cash in the bank". they lost about 5m the first quarter. let's
>assume they'll lose maybe the same this quarter and third
>quarter. the deal is supposed to be done sometime q3. let's say
>that they do it 1/2 way through q3. so that's another 7.5 million
>in losses to expect between the end of q1 and when the deal gets
>done.
>
>80m-7.5m = 72.5m "cash in the bank" when the deal gets done.
>
>and netmanage is buying ftp for about 77.4m.
>
>netmanage is paying 4.9m for ftp, and 72.5m for their 72.5m cash.
>
>
>fwiw, netmanage has about 98m cash and investments and they made
>a small profit in q1 -- about 500k.
>
>all these numbers are from the company's 10Q statements

Curioser and curioser.  Hazzard gave himself lots of options at $1.78
last winter, so he's going to get just about a wash at 1 13/16
(yesterday's close).  Possibly, he's just trying to bail, given that
he's gotten nowhere...

jbvb



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     Did you subtract out liabilities?  I bet the "cash in the bank" number 
     is even lower.
     
     Jamie


______________________________ Reply Separator _________________________________
Subject: Re: merger between NetManage and FTP Software
Author:  "Frank Kastenholz" <kasten@tiac.net> at internet
Date:    6/16/98 8:02 AM


     
hmmmm.
let's see here. as of 31 march, ftp's assets were about 90 million, 
which includes about 10m in property, purchases software, etc. the 
rest is cash, investments, accounts receivable. so call it 80m 
"cash in the bank". they lost about 5m the first quarter. let's 
assume they'll lose maybe the same this quarter and third
quarter. the deal is supposed to be done sometime q3. let's say 
that they do it 1/2 way through q3. so that's another 7.5 million 
in losses to expect between the end of q1 and when the deal gets 
done.
     
80m-7.5m = 72.5m "cash in the bank" when the deal gets done.
     
and netmanage is buying ftp for about 77.4m.
     
netmanage is paying 4.9m for ftp, and 72.5m for their 72.5m cash.
     
     
fwiw, netmanage has about 98m cash and investments and they made 
a small profit in q1 -- about 500k.
     
all these numbers are from the company's 10Q statements
     
     
frank kastenholz
     
     
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At 09:54 AM 6/16/98 -0400, okeefe@tfn.com wrote:
>     Did you subtract out liabilities?  I bet the "cash in the bank" number 
>     is even lower.

grrrr. grumble.
that's what i get for doing high-finance before my first cup of coffee....

their liabilities at the end of q1 were about 18m.

the liabilities include things like accounts payable, income-tax-payable,
and so on. my poor understanding is that since these are pretty much
all "operational" things, the theory is that they are covered by
the revenue stream. since they've been running losses, they would
have to dip into the "cash in the bank" to make up for the shortfall.
if they had any kind of long-term debts (eg, if they built their
own building and owed the mortgage on it...) that would be counted,
but of course, then the building would also have some value as an
asset to offset some of the liability.

(of course, i'll defer to anyone who actually 
_understands_ accounting...)

frank kastenholz
- who a year ago left a 10yr old company with a set of products and 
a revenue stream and money in the bank to go to a startup 
without even its first round of $ -- and wondered which would vaporize first...






From owner-ftp-alumni@apocalypse.org  Tue Jun 16 10:48:24 1998
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From: Frank Kastenholz <kasten@argon.com>
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At 09:44 AM 6/16/98 EST, James VanBokkelen wrote:

>
>Curioser and curioser.  Hazzard gave himself lots of options at $1.78
>last winter, so he's going to get just about a wash at 1 13/16
>(yesterday's close).  Possibly, he's just trying to bail, given that
>he's gotten nowhere...

his options will get converted into netm options (per the faq that was
emailed to the list). the way i read it, the number of options gets
multiplied by the netm-to-ftp share ration (.73) and the price gets
divided by it. so if he had 1,000 options at 1.78, he'll
end up with 730 options at $2.44 (netm is trading right now (1049am)
at 2 7/8, down 1/16 -- so he'd still make money)

frank kastenholz




From owner-ftp-alumni@apocalypse.org  Tue Jun 16 11:45:28 1998
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>  - who a year ago left a 10yr old company with a set of products 
>  and a revenue stream and money in the bank to go to a startup 
>  without even its first round of $ -- and wondered which would vaporize 
>  first...
     
     At my previous employer, a small startup called Athena Design, the 
     founder and I joked at which would close first, NeXT or Digital.  The 
     funny thing is, Athena laid everyone off first (though it still exists 
     as much smaller entity with a modified product and slightly different 
     market focus.)  Next was the Apple-NeXT acquisition.  Finally, Compaq 
     acquired Digital.  Ironic.
     
     peace
     
     Jamie 
     
     
     
     
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Frank Kastenholz wrote:
> 
> so if he had 1,000 options at 1.78, he'll
> end up with 730 options at $2.44 (netm is trading right now (1049am)
> at 2 7/8, down 1/16 -- so he'd still make money)

Not a heck of a lot, though: $1.20 (though one could say that he's
earned it).  Even options on a million shares comes to less than
a week's pay.

From owner-ftp-alumni@apocalypse.org  Tue Jun 16 13:56:20 1998
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>Frank Kastenholz wrote:
>> 
>> so if he had 1,000 options at 1.78, he'll
>> end up with 730 options at $2.44 (netm is trading right now (1049am)
>> at 2 7/8, down 1/16 -- so he'd still make money)
>
>Not a heck of a lot, though: $1.20 (though one could say that he's
>earned it).  Even options on a million shares comes to less than
>a week's pay.

assuming, of course, that the stock doesn't go back up when the market
groks the brilliance of the move:)



From owner-ftp-alumni@apocalypse.org  Wed Jun 17 08:37:12 1998
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>fwiw, netmanage has about 98m cash and investments and they made
>a small profit in q1 -- about 500k.

This gives new hope for FTPS holders, or at least those who bought in
the $5 and less range.  Perhaps after a year or two NETM will get bought
out too.  

I haven't been keeping score in the product space lately.  
What is the overlap between products these days ?  
FTP brings kernels to the table but that is a moot point now.  
They both have NFS, right ?  Is FTP's leagues better ?  
How does FTP's telnet family match up with Netmanages ?
The X-Windows fiasco is neatly resolved.
What happens with the IBM relationship ?
Will the new rumours be that IBM will buy NETM ?

Gotta get one of those Truman Show buttons: "How is it going to end?"

    - GL



From owner-ftp-alumni@apocalypse.org  Wed Jun 17 08:37:14 1998
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>80m-7.5m = 72.5m "cash in the bank" when the deal gets done.

That's a good point, what happens to the deal if FTP's Q2 loss is 
unexpectedly big, or Q3 losses are shaping up to be big.

    - GL



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At 07:52 AM 6/17/98 -0400, Gordon J Lee wrote:

>This gives new hope for FTPS holders, or at least those who bought in
>the $5 and less range.  Perhaps after a year or two NETM will get bought
>out too.  

by who?
why would they want them?

(but then, i'd have said that about ftp... no accounting and all that...)


>Gotta get one of those Truman Show buttons: "How is it going to end?"

easy.

ftp is finally going to be in a position to destroy 
their arch-rival, netmanage

From owner-ftp-alumni@apocalypse.org  Wed Jun 17 17:33:00 1998
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|
|>Gotta get one of those Truman Show buttons: "How is it going to
end?"
|
|easy.
|
|ftp is finally going to be in a position to destroy
|their arch-rival, netmanage
|

at this point - who cares...


From owner-ftp-alumni@apocalypse.org  Wed Jun 17 17:48:22 1998
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From: fluffy spice <laurel@apocalypse.org>
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 So, who still has their really neat t-shirt designed by Nancy DeMarco,
 with the pregnant Raven swooping down on a oddly NetManage like chameleon?
 

					laurel

From owner-ftp-alumni@apocalypse.org  Wed Jun 17 18:10:20 1998
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>  So, who still has their really neat t-shirt designed by Nancy DeMarco,
>  with the pregnant Raven swooping down on a oddly NetManage like chameleon?
>  
Sitting in the drawer with my $100,000,000 shirt.

John Perreault

From owner-ftp-alumni@apocalypse.org  Wed Jun 17 18:51:40 1998
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  Keith Erskine, now at Security Dynamics, still wears his....

>From: fluffy spice <laurel@apocalypse.org>
>To: ftp-alumni@apocalypse.org
>Subject: Re: merger between NetManage and FTP Software
>Sender: owner-ftp-alumni@apocalypse.org
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>
>
> So, who still has their really neat t-shirt designed by Nancy DeMarco,
> with the pregnant Raven swooping down on a oddly NetManage like 
chameleon?
> 
>
>					laurel
>


______________________________________________________
Get Your Private, Free Email at http://www.hotmail.com

From owner-ftp-alumni@apocalypse.org  Thu Jun 18 09:39:52 1998
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	#with the pregnant Raven swooping down on a oddly 
	#NetManage like chameleon?
	# 
	
Anyone up for one with a dead raven being munched on by a
Chameleon?

Or maybe, we should just break out the Big Move Shirts...

Cris.

From owner-ftp-alumni@apocalypse.org  Thu Jun 18 11:59:17 1998
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Coincidentally, Josh is wearing his $100,000,000 shirt today, and I'm
wearing the Beame&Whiteside tractor shirt.

I have it on good authority that Zvi Allon is still pissed off about
the Chameleon BBQ shirt (and that wasn't even one of ours, it was
another B&W special).

				paul

From owner-ftp-alumni@apocalypse.org  Thu Jun 18 12:21:59 1998
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> 
> Coincidentally, Josh is wearing his $100,000,000 shirt today, and I'm
> wearing the Beame&Whiteside tractor shirt.
> 
I have a tractor shirt but I have no idea what a $100,000,000 shirt looks
like.

> I have it on good authority that Zvi Allon is still pissed off about
> the Chameleon BBQ shirt (and that wasn't even one of ours, it was
> another B&W special).
> 
I should probably offer to loan my BBQ shirt to a current employee for
when Zvi next visits.

Craig

> 				paul
> 


From owner-ftp-alumni@apocalypse.org  Fri Jun 19 09:47:22 1998
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>
> So, who still has their really neat t-shirt designed by Nancy DeMarco,
> with the pregnant Raven swooping down on a oddly NetManage like chameleon?


time to do another shirt, with the chameleon cooking  the raven on the
grill.

From owner-ftp-alumni@apocalypse.org  Fri Jun 19 09:52:22 1998
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Subject: Re: merger between NetManage and FTP Software
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>I have it on good authority that Zvi Allon is still pissed off about
>the Chameleon BBQ shirt (and that wasn't even one of ours, it was
>another B&W special).
>

well, he certainly had the last laugh, didnt he, since the three companies
featured on the shirt are not in the business themselves anymore . . . .



From owner-ftp-alumni@apocalypse.org  Fri Jun 19 10:10:29 1998
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     Nah!  How about one with Bill Gates cooking a raven and a chameleon?  
     Seems more likely.
     
     Jamie


______________________________ Reply Separator _________________________________
Subject: Re: merger between NetManage and FTP Software
Author:  "stev knowles" <stev@Precision.Guesswork.Com> at internet
Date:    6/19/98 9:36 AM


>
> So, who still has their really neat t-shirt designed by Nancy DeMarco,
> with the pregnant Raven swooping down on a oddly NetManage like chameleon?
     
     
time to do another shirt, with the chameleon cooking  the raven on the 
grill.
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