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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed information, including 'Risk Factors,' and Consolidated Financial Statements and Notes thereto, appearing elsewhere in this prospectus.

THE COMPANY

Kofax develops and markets hardware and software products for the imaging and document management market. The Company has increased its revenues every year since its founding in 1985 and believes that it is the leader in the image processing accelerator market it has historically served. The Company also believes that new products it has recently introduced, as well as products it plans to introduce in the next year, will significantly expand the size of the Company's addressable market.

Document imaging systems improve efficiencies in paper intensive industries by converting paper documents into electronic images (a process called 'capture') and managing the routing and storage of the document images. Examples of the beneficial use of document imaging include expediting loan application and insurance claim processing and speeding the processing of new drug applications to the FDA. According to International Data Corporation, software revenue for the imaging, workflow and document management industry was approximately $2.3 billion in 1996 and is projected to grow approximately 30% annually over the next four years.

Kofax currently has two product lines -- component application software and scanner enhancement products, the latter of which consists primarily of image processing accelerators. The Company believes that both product lines are well positioned to take advantage of several major trends in the document imaging market:

- APPLICATION SOFTWARE. The document imaging market is transitioning from 'closed' monolithic systems supplied by turnkey vendors to a market where VARs and system integrators integrate a set of software components from different vendors into complete solutions. Anticipating this trend, Kofax began developing its Ascent family of component software in early 1993. The first Ascent product, Ascent Capture, was designed to reduce the cost of scanning and indexing by using automated recognition techniques. In 1996 the Company introduced Ascent Storage, an application for managing image repositories on optical jukeboxes. These applications can be combined with software components from other vendors, such as document management software from Documentum, Inc., to form complete solutions. Revenue from Ascent products was $0.2 million in fiscal 1995, $2.1 million in fiscal 1996, and $5.2 million in fiscal 1997. The Company expects Ascent software to continue to grow as a share of revenue.

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- IMAGE PROCESSING ACCELERATORS. As the speed and sophistication of imaging systems have increased, so too have the demands on image processing. To meet this demand, Kofax continues to advance its market leading family of hardware accelerators and software development tools that enable PCs to control high- speed scanners and perform complex image enhancement and recognition functions. Kofax expects that image processing accelerators will continue to account for a majority of its revenue over the next several years.

Kofax's primary growth strategy is to expand its addressable markets by developing new products that leverage its core image processing technologies. To further this strategy, Kofax has recently introduced, and plans to introduce over the next 12 months, new products in each of its product lines. In late 1996, in response to the growth of the Internet and emerging collaborative applications, Kofax introduced a network scan server called NetScan that connects popular office scanners directly to a network and allows them to be shared among multiple users. Products currently in development include a new version of Ascent Capture that will allow the Company to address the substantial market for forms processing; a new version of Ascent Storage that requires no programming to implement and can be used with any standard Windows application; a SCSI version of the Company's accelerator boards that will address the growing SCSI scanner market; and the Company's first scanner-resident accelerator product, which will provide scanner manufacturers with a low-cost image processing board that provides enhanced functionality.

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Kofax sells its products through a network of over 50 technically skilled, independent distributors specializing in sales of document imaging products. This channel is supported by a 56 person sales, marketing, and technical support organization that targets VARs, system integrators, OEMs, and large end users to supplement the selling efforts of the Company's distributors.

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THE OFFERING