Inc. –

RESTON, Va. – Inc., a provider of on-line customized compact disc music compilations, held an initial public offering July 7, offering 8.3 million shares at $14 apiece, the high end of its $12 to $14 filing range.

The company offered 5,327,803 million common shares, while selling shareholder Virgin Holdings Inc. offered 3,072,197 shares, leaving the company with 30.27 million shares outstanding.

Ferris, Baker, Watts Inc., Fahnestock & Co Inc., and C.E. Unterberg, Towbin underwrote the estimated $117.6 million issue. Proceeds from the offering will be used to acquire additional music content from record labels and expand advertising and marketing programs.

Participating venture backers were Virgin Holdings and Rho Management Trust I.

Musicmaker customers can search, sample and select from the company’s on-line library of more than 150,000 songs to make customized compact discs. The company recently entered into an exclusive license agreement with Virgin Holdings, a subsidiary of EMI Recorded Music, the world’s third largest recording company.

Virgin Holdings in June appointed three members to Musicmaker’s board of directors, including Jay Samit, Jonathan Smith and John Skolas. – Selected Financial

(in thousands, except per share data)

April 23, 1996 (inception) Three Months Ended

through December 31, Year Ended December 31, March 31,

1996 1997 1998 1998* 1999*

Total revenue 8 13 74 22 20.00

Net loss -367 -2,084 -4,655 -1,240 -1,805

Net loss per share -0.19 -0.52 -0.94 -0.26 -0.27