Active Software Inc. –

SANTA CLARA, Calif. – Active Software Inc., a supplier of software used to exchange information between incompatible applications, went public August 13, offering 3.5 million shares at $11 apiece. The company’s stock priced in the middle of its $10 to $12 filing range.

Underwritten by Goldman, Sachs & Co., Lehman Brothers and Dain Rauscher Wessels, the initial public offering left 23.3 million shares outstanding.

Venture backers included Enterprise Partners III, Kleiner Perkins Caufield & Byers VII, Lehman Brothers MBG Venture Capital Partners, Sierra Ventures V and Ocean Park Ventures. There were no selling shareholders.

The company’s ActiveWorks Integration System, allows customers, their suppliers and partners to exchange information among incompatible software applications. The product is a flexible integration solution that provides key functionality such as security, integration management and monitoring.

Active Software will use the estimated $34.7 million in proceeds from the offering to fund anticipated operating losses, increase working capital, create a public market for common stock, facilitate future access to the public capital markets and increase its visibility. The proceeds will also go toward general corporate purposes including possible acquisitions that are complementary to its business.

The company has never been profitable, losing $4.9 million in 1997 and $10 million in 1998.

Kevin Compton, a general partner of Kleiner Perkins Caufield & Byers, and James Gauer, a general partner of Palomar Ventures, both joined the company’s board of directors in January 1996. Michael Odrich, Managing Director and head of Venture Capital Investing at Lehman Brothers, followed in March 1997 and Todd Rulon-Miller, a partner of Apogee Venture Group, in October 1997.

Active Software – Selected Financial

(in thousands, except per share data)

September 19, 1995 (inception) Year Ended December 31 Six Months Ended June 30

to December 31, 1995 1996 1997 1998 1998 1999

Total revenue 25 285 3,193 7,599 2,409 8,668

Net loss -133 -2,814 -4,853 -9,942 -4,433 -5,342

Net loss per share -10.23 -6.59 -2.5 -3.21 -1.34 -1.08