NetCentives Inc. –

SAN FRANCISCO – NetCentives Inc., an Internet direct marketing company, held an initial public offering October 14 with 6 million shares at $12 apiece, the top of its $10 to $12 filing range.

Credit Suisse First Boston, Hambrecht & Quist and Thomas Weisel Partners L.L.C. underwrote the offering which left 31.8 million shares outstanding.

Mayfield Fund, New Enterprise Associates, Information Technology Ventures and Integral Capital Partners were venture backers. There were no selling shareholders.

The company’s ClickRewards Network allows clients to reward consumers with points (ClickMiles) redeemable in frequent flyer miles and other merchandise. E-commerce companies such as L.L.C. and Inc. purchase the points and award them to on-line shoppers in an effort to build traffic on their Web sites. Netcentives also offers programs to Web site operators who want to use their own branded incentives, as well as to employers who want to reward employees.

Netcentives expects the $65.8 million in proceeds from the IPO to be used for working capital and other general corporate purposes.

NetCentives has never been profitable, losing $4.2 million in 1997 and $14 million in 1998.

Eric Tilenius, entrepreneur-in-residence at Mayfield, joined the company’s board of directors in June 1996, followed by Virginia Turezyn, a partner at Information Technology Ventures in November 1996. Stewart Alsop, a partner at New Enterprise, joined the company’s board of directors in September 1997, followed by Wendell Van Auken, a partner at Mayfield, in November 1997.

NetCentives – Selected Financial

(in thousands, except per share data)

June 21, 1996 (inception) Years Ended December 31, Six Months Ended June 30,

to December 31, 1996 1997 1998 1998 1999

Total revenue 9 647 127 3,021

Net loss -266 -4,180 -14,111 -5,131 -16,149

Net loss per share -0.97 -5.7 -8.58 -3.68 -5.1