Andover.Net Files for IPO

The title of this story pretty much says all I can say: Andover.Net has filed a registration statement for an Initial Public Offering. This means that we are officially in a quiet period and I can say nothing more than "No Comment" from this point on. I am however allowed to post the Press Release which you can get from the link below. For more information, please go to open.andover.net.

FOR IMMEDIATE RELEASE:

Contact: Janet Holian
Andover.Net
Communications
978/635-5300
janet@andover.net

Shawn Whalen/Manya Rossignoli
Schwartz
781/684-0770
manyar@schwartz-pr.com

ANDOVER.NET FILES REGISTRATION STATEMENT FOR INITIAL PUBLIC OFFERING

Acton, MA-September 17, 1999- Andover.Net (www.andover.net), a network of Linux/Open Source web sites which include Slashdot.org, today announced that it has filed a Registration Statement on Form S-1 with respect to a proposed initial public offering of 4,000,000 shares of Andover.Net common stock. All 4,000,000 shares are being offered by Andover.Net at a proposed price range of $12 to $15 per share. The offering is being underwritten by WR Hambrecht + Co. LLC, Advest, Inc. and DLJ Direct through WR Hambrecht + Co.'s proprietary OpenIPO system.

Andover.Net is a leading Linux/Open Source Internet destination with a total of over 2 million users and over 40 million page impressions on a monthly basis. Its network of web sites provides an independent, unbiased source for content, community and commerce for the Linux/Open Source communities. Andover.Net properties include Slashdot (slashdot.org), a Web site for Linux/Open Source news, community comments and resources and Freshmeat (freshmeat.net), a downloadable Linux software application repository.

The OpenIPO process is similar to a traditional underwriting except that the pricing and allocation of the shares will be based on the results of a modified Dutch auction. All investors place a bid for the number of shares they want to own and the price they want to pay. To participate in the offering, an investor must have an account with WR Hambrecht + Co. or a participating broker in the OpenIPO Network.

Information regarding the OpenIPO process may be obtained through www.wrhambrecht.com. Copies of the preliminary prospectus relating to the offering may be obtained when available through WR Hambrecht + Co.'s website, www.wrhambrecht.com, or by contacting WR Hambrecht + Co. in writing at 555 Lancaster Avenue, Suite 200, Berwyn, PA 19312 or by calling toll free 1-877-673-6476. Copies of the preliminary prospectus may also be obtained by contacting Advest, Inc. in writing at 100 Federal Street, 29th Floor, Boston, MA 02110, or by calling (800) 659-2678 x2390.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to their registration or qualification under the securities laws of such state.

###

Andover.Net and AndoverNews Network, are trademarks of Andover.Net.

Comments

Good luck

[cartographer]

I really support this IPO system. By having everyone bid up the shares *before* they go to market, the offering company gets the benefits of all the speculation (or the lack of funds for a poorly timed or low value IPO). It will be interesting to watch this offering, since it doesn't present the same opportunity for ridiculous first-few-day gains that RedHat did.

Good luck.

No Comment

[jabber]

I don't think I can handle several weeks of "No Comment" stories... Although, hearing nothing but that from JonKatz would be very refreshing.

---

Me: Rob! I think we should have MetaMetaModeration for those people who unfairly MetaModerate posts...
Rob: No Comment.

Me: Hemos, I have devised a way to build miniature construction equipment from individual atoms.
Hemos: [gasp!] No Comment!

Me: Jon, I didn't like highschool. [snif]
Katz: err... ungh... erp.. NO COMMENT!!! [head explodes]

So what happens now?

[meersan]

It is with feelings of profound ambivalence that I read the press release....

Slashdot has been my #1 favorite site for years now, and the character of its free-wheeling conversation and deep-think geek info has been the greatest part of it. I was happy for Rob and Jeff when /. was acquired, because I appreciate the cost and effort that goes into running this crazy place.

But with the dust yet to settle on the legal aspect of the net, I have to question whether it will have an effect on the /. I know and love. From the perspective of Andover, no doubt, an IPO will be heaven-sent, a greatly needed infusion of cash.

What happens if traffic on Slashdot decreases? Will shareholders insist on a format change to drive ad impressions up?

If stock price plummets, shareholders will eventually hold the company accountable. I do not see any way to avoid ramifications to /. itself.

Moreover, neo-fascistic legislation has yet to run its course on the net. What happens when a 12 year-old's mother sees him reading Anonymous Coward flame-drivel, and sues Andover for child endangerment? (Could this bring even more moderation changes?)

In the end, though, I wish Andover the best. And I hope that when all is said and done, /. will retain the qualities that made it great.

Boy - you guys were a cheap date

[kerskine]

From the S1

Acquisition of Slashdot.org. In June 1999, we acquired certain assets and
assumed certain liabilities relating to the Slashdot.org web site from
BlockStackers, Inc. for consideration consisting of a $1.5 million cash payment
made at the closing, and contingent payments of $2.0 million of stock valued at
the initial public offering price issuable upon the closing of this offering, up
to $3.5 million in cash and up to $5.0 million in stock valued at the initial
public offering price and payable during the two years following this offering.
The amount of cash and stock consideration that is contingent solely on the
continued employment of the principals of Slashdot.org in the amount of $6.3
million will be recorded as a compensation charge ratably over the period of the
payments. The amount of stock consideration that is contingent on the
achievement of performance milestones and the continued employment of the
principals of Slashdot.org will be recognized upon the achievement of these
milestones. To the extent any stock consideration is issued, we will record a
non-cash compensation charge based on the fair value of the shares issued at
such time.