IPOs IN REGISTRATION – Andover.Net Inc. –

ACTON, Mass. – Andover.Net Inc., an operator of Web sites for the open source software community, went public December 8, offering 4 million shares at $18 apiece. The company’s stock priced at the top of its $15 to $18 filing range.

Underwritten by W.R. Hambrecht & Co. LLC, Advest Inc. and DLJdirect Inc., the initial public offering left 15 million shares outstanding.

There were no selling shareholders. Venture backers included Massachusetts Technology Development Group, Window to Wall Street Inc., Royalty Capital Management Inc., Claflin Capital Management and TA Associates Inc.

The company owns and operates a network of Web sites that provide news, online forums, downloadable software and other tools for users of open source software and the Linux operating system. Andover.Net’s revenue comes from advertising on its Web sites, which had two million visitors in September 1999.

The $66.3 million in proceeds expected from the IPO will be used to redeem the company’s Series A preferred stock in full, for potential strategic acquisitions and for general corporate purposes, including working capital, sales and marketing and research and development.

Andover.Net has never generated a profit, losing $474,000 in 1998 and $5.4 million in 1999.

Louis Page, the president and founder of Window to Wall Street, joined the company’s board of directors in October 1995, along with John Trombly, an executive vice president at Royalty Capital Management. Walter Bird, a vice president at Claflin Capital Management, joined the board in July 1997. Jonathan Goldstein, a principal at TA Associates, joined the company’s board of directors in September 1999.

Andover.Net – Selected Financial

(in thousands, except per share data)

Year Ended September 30

1996 1997 1998 1999

Total revenue 316 741 1,290 2,121

Net loss -654 -664 -474 -5,433