Natural MicroSystems Corporation

PART II

ITEM 5

Market for Registrant’s Common Equity and Related Stockholder Matters

PRICE RANGE OF COMMON STOCK

Our common stock is quoted on the Nasdaq National Market under the symbol “NMSS.” The following table shows the high and low closing sale prices per share of our common stock, as reported on the Nasdaq National Market, for the periods indicated:

On January 25, 2000 the reported last sale price of the common stock on the Nasdaq National Market was $43.94 per share. As of December 31, 1999, we had approximately 326 stockholders of record of our common stock.

DIVIDEND POLICY

We have never declared or paid any dividends on our common stock. We do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings to fund the development and growth of our business. In addition, our credit agreement with a bank contains covenants which prohibit us from paying cash dividends.

ISSUANCE OF UNREGISTERED SECURITIES

We acquired QWES.com, Inc. in December 1999, pursuant to an Agreement and Plan of Merger dated November 30, 1999, by and among the Company, NMS Delaware Acquisition Corp. and QWES.com, Inc. (as amended December 15, 1999, the “Agreement”). Pursuant to the Agreement, we issued 1,449,785 shares of our common stock in exchange for all of the outstanding shares of capital stock of QWES.com, Inc. The shares were issued using an exemption from registration pursuant to Rule 506 under the Securities Act.