Commerce One Inc. –

WALNUT CREEK, Calif. – Commerce One Inc., a provider of business-to-business electronic commerce software and services, held an initial public offering July 1. The company offered 3.3 million shares of common stock at $21, above the $17 to $19 filing range.

Affiliates of Canaan Partners, Morgan Stanley Dean Witter Venture Partners and Foundation Capital were venture backers. There were no selling shareholders. Concurrent with this offering, Commerce One completed a private placement of approximately 1.01 million shares with PeopleSoft, Nippon Telegraph and Telephone, and an affiliate of Singapore Telecommunications.

Credit Suisse First Boston Corp., Donaldson, Lufkin & Jenrette Securities Corp. and U.S. Bancorp Piper Jaffray Inc. underwrote the offering, which left 22.45 million shares outstanding.

Commerce One, incorporated in California in 1994, develops products and services designed to lower the overall costs of business-to-business transactions by reducing the inefficiencies related to manual phone- and fax-based processes experienced by both buyers and suppliers. Customers include Booz-Allen Hamilton, MCI WorldCom and Eastman Chemical.

Proceeds, worth approximately $69.3 million, will be used for working capital, operations expansion and sales and marketing.

William Elmore, a manager or Foundation Capital, joined the company’s board of directors in October 1997. John Balen of Canaan Partners and William Harding of Morgan Stanley Dean Witter Venture Partners joined the board in December 1996.

Commerce One – Selected Financial

(in thousands, except per share data)

Year Ended December 31, Three Months Ended March 31, (unaudited)

1996 1997 1998 1998 1999

Total revenue 812 1,746 2,563 125 2,104

Net loss -1,805 -11,164 -24,640 -4,632 -12,311

Net loss per share -0.69 -4.21 -8.21 -1.58 -2.64