MARLBOROUGH, Mass. – Be Free Inc., a provider of on-line performance marketing services, filed to go public August 5. The company placed the offering at $59.8 million, but the number of shares it will offer and the offering price per share have not been posted as yet.

Donaldson, Lufkin & Jenrette Securities Corp., Hambrecht & Quist and Dain Rauscher Wessels will underwrite the initial public offering.

Charles River Partnership VIII, Matrix Partners V and Highland Capital Partners IV are venture investors. There will be no selling shareholders.

Be Free provides electronic commerce merchants and Internet portals with third-party marketing partners who advertise products and services over the Internet. The marketing partners integrate the promotions onto Web sites and then e-mail messages that contain content relating to the products and services being promoted. In return, customers pay their marketing partners only for those promotions that generate sales or traffic.

Be Free will use the IPO proceeds to increase equity capital, create a public market for its common stock, facilitate future access to public equity markets, as well as for working capital and other general corporate purposes, including expanding and adding data centers. The company also plans to increase sales and marketing, boost product development and to repay any debt.

Be Free generated profits in its first two years of operation, earning $207,000 in 1994 and $10,000 in 1995. The company had losses of $1.3 million in 1996, $1 million in 1997 and $3.7 million in 1998.

Ted Dintersmith, a general partner of Charles River, and W. Michael Humphreys, a partner of Matrix, both joined the company’s board of directors in August 1998. Daniel Nova, a general partner of Highland, followed in March.

Be Free – Selected Financial

(in thousands, except per share data)

Year Ended December 31 Six Months Ended June 30

1996 1997 1998 1998 1999

Total revenue 196 276 1,327 620 1,396

Net loss -1,291 -1,034 -3,691 -266 -6,375