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SPINNAKER COMPLETES ACQUISITION OF POWER UP

 CAMBRIDGE, Mass., March 31 /PRNewswire/ -- Spinnaker Software Corporation (NASDAQ: SPKR) today announced that it has completed the acquisition of Power Up Software for $18.15 million in cash, plus the assumption of certain indebtedness. The revenues of the combined companies for calendar year 1992 were approximately $64 million, making Spinnaker among the 15 largest PC software companies in the U.S. Power Up will remain a wholly-owned subsidiary of Spinnaker.
 The acquisition was financed through the purchase of preferred stock by an affiliate of Harvard Management Company ("Harvard"), Boston. According to the terms of the financing, Harvard purchased $23 million of Series B Preferred Stock. The additional cash, in excess of the purchase price, will be used to fund Power Up's bank indebtedness and costs associated with the acquisition.
 The Preferred Stock is redeemable at the company's option, and, subject to stockholder approval, will be convertible into shares of common stock at a rate of $1.50 per share for unregistered common stock or $2.25 per share for registered common stock.
 In connection with the issuance of Preferred Stock, the company announced its intention to conduct a rights offering within the next 12 months. All shareholders of record will be eligible to subscribe to the offering to purchase up to $23 million of common shares on a pro rata basis at $1.50 a share for unregistered common stock or $2.25 per share for registered common stock.
 All proceeds received in the rights offering will be used to redeem the Series B Preferred Stock. Harvard has committed to subscribe for one-half of the shares as well as any rights not purchased by other shareholders.
 Harvard will receive an additional 2.5 million common shares as consideration for the financing and support of the rights offering of which 150,000 shares are subject to shareholder approval. In addition, Harvard will receive 200,000 shares of common stock for each incremental 10 percent of the rights offering -- beyond the initial one half -- to which it subscribes. In the event that Harvard purchases all of the shares in the rights offering as unregistered, it will own approximately 69 percent of the company's stock. Authorization of new common shares in support of the rights offering is subject to shareholder approval. Should such approval not be obtained, the preferred stock will be subject to a cash dividend after six months. Harvard will then be entitled to a redemption or liquidation preference premium which escalates over time.
 "We are thrilled to have completed the acquisition and are delighted at Harvard Management's strong support for Spinnaker's growth strategy," said C. David Seuss, Spinnaker chairman and CEO. "By adding Power Up's excellent products to our own software lines and be integrating the Power Up catalog into our established sales strategy, we are in the best position to provide quality software solutions at unparalleled value for the small business/home office consumer."
 Management Team
 Seuss will continue to serve as chairman and CEO of the combined companies and Lynne Weiss will remain as chief operating officer. Other executive staff members include: Paul Brauneis, chief financial officer; Priscilla Seuss, vice president-sales; Cynthia Sweetser, vice president- marketing; Josh Leichtung, vice president-Power Up Catalog/Direct; Jerry Katzke, vice president-development; Steve Starr, vice president- organizational products development; Philip Florence, vice president- advanced development; and Julie Wainwright, vice president-Spinnaker International.
 Spinnaker's Product Strategy
 With little overlap between the Spinnaker and Power Up product lines, the company is now well positioned to provide a wide range of quality, value-priced, personal productivity solutions. Current products will continue to be upgraded with ease-of-use and content enhancements. New products will be developed using existing technologies and development talent from both companies. The entire Spinnaker product line -- including PFS: WindowWorks, PFS: ResumePro, and Calendar Creator Plus, among others -- will meet the productivity needs of the current and future home, home office and small business consumer with applications that are feature-rich, yet elegantly simple and affordably priced.
 Sales, Marketing and Distribution Strategy
 Spinnaker will sell its products through three complementary channels: broad retail distribution, direct through the Power Up Catalog/Direct Division, and via strategic relationships with OEM PC hardware manufacturers. With these complementary channels, Spinnaker has a solid strategy for marketing software to new and existing customers.
 Spinnaker will market Power Up products in the company's retail channel of more than 15,000 outlets. In turn, Spinnaker's products will be marketed through the popular Power Up catalog which is mailed to more than two million customers on a quarterly basis.
 Spinnaker will also expand cross-selling programs targeted to OEM end user customers using bundled versions of the company's products. These OEM end users offer a fast growing installed base of customers to which Spinnaker can market additional products, such as desktop publishing packages or personal organizational tools. The company has strategic OEM partnerships with leading PC companies such as IBM, Compaq, Dell, Apple Computer, NEC, Tandy, Zenith and Philips.
 Operations Details
 Spinnaker's corporate headquarters will remain in Cambridge, Mass. Power Up's catalog division, development team, customer and technical support will remain in San Mateo, Calif. About 40 positions will be eliminated as a result of the acquisition. Outplacement services will be provided for displaced employees. With the acquisition completed, Spinnaker will employ about 230 people.
 Spinnaker Software is a leading supplier of consumer productivity software for the small business/home office customer. Spinnaker develops software solutions that are easy to learn and easy to use.
 NOTES
 PFS: is a registered trademark of Spinnaker Software.
 Power Up is a registered trademark of Power Up Software, a wholly owned subsidiary of Spinnaker Software.
 All other product and company names are trademarks of their respective organizations.
 -0- 3/31/93
 /CONTACT: Dan Chmielewski of Spinnaker Software Corporation, 617-494-1200 ext. 458/
 (SPKR)


CO: Spinnaker Software, Power Up ST: Massachusetts IN: CPR SU: TNM

TM-LD -- NYW003 -- 1344 03/31/93 08:31 EST
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