IPOs IN REGISTRATION – Preview Systems Inc. –

CUPERTINO, Calif. – Preview Systems Inc., a distribution software company, went public December 8, offering 3.8 million shares at $21 apiece. The company’s stock priced well above its $16 to $18 filing range.

BancBoston Robertson Stephens, Dain Rauscher Wessels, SoundView Technology Group and Fidelity Capital Markets underwrote the initial public offering, which left 15.8 million shares outstanding.

There were no selling shareholders. SOFTBANK Technology Ventures, Morgan Guaranty Trust Co. of New York, Telos Venture Partners L.P., Van Wagoner Capital Management and Olympic Venture Partners were venture backers.

The company’s products allow publishers, sellers and distributors to disseminate electronic trial versions of digital products such as music, video files and software. Preview Systems’ products support multiple licensing programs in 14 languages, a digital encryption format developed by Intel Corp. and many operating and e-commerce systems.

The $73.2 million in proceeds expected from the IPO will be used for general corporate purposes, including working capital.

Preview Systems has never been profitable, losing $2.4 million in 1997 and $11.3 million in 1998.

Gerard Langeler, a general partner at Olympic, joined the company’s board of directors in August 1998, together with Bruce Bourbon, a managing general partner at Telos and Jo Ann Heidi Roizen, a venture partner at SOFTBANK. Gary Rieschel, a managing director at SOFTBANK, joined the board in July 1999.

Preview Systems – Selected Financial

(in thousands, except per share data)

Year Ended December 31 Nine Months September 30

1996 1997 1998 1998* 1999*

Total revenue 148 262 610 253 2,264

Net loss -242 -2,380 -11,276 -7,890 -11,520

Net loss per share -0.69 -6.45 -7.55 -7.14 -3.95