Net.B@nk, Inc.
(www.atlantabank.com)
Ticker:NTBK 7000 Peachtree Dunwoody Road, Building 10, Suite 300
Exchange:NASDAQ-National Market Atlanta, GA 30328
Industry:High-Tech (SIC Code 6712) (770) 392-4990

Offering Information
Type of Shares:Common Shares Filing Date:3/21/97
U.S. Shares:3,500,000 Offer Date:7/28/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:3,500,000 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $38,500,000 Selling:$0.50
Expenses:$500,000 Reallowance:$0.10
Shares Out After:5,645,562

Primary Underwriting Group
ManagerTierPhone
Morgan Keegan & Company, IncorporatedLead Manager (901) 529-5357
Interstate/Johnson Lane CorpCo-manager (404) 840-5030

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Powell, Goldstein, Frazer & Murphy
Bank's Law Firm: King & Spalding
Auditor: Deloitte & Touche

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
10 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$0.07Assets:$1.25
Net Income:-$3.84Curr Assets:
EPS:-$1.47Liabilities:$1.63
Prior EPS:-$0.95Curr Liabilities:
Cash Flow/Oper:Equity:-$0.39
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company owns and operates an Atlanta based Internet bank, an FDIC insured federal stock bank that provides convenient, cost effective and secure banking services to consumers using the Internet. Customers can access the Bank on a seven-day-a-week, 24-hour-a-day basis from any personal computer, wherever located, by means of a secure Web browser or by ATM, telephone or U.S. mail. The company has assembled a management team with experience in both banking and technology to implement its strategy to become a leading provider of financial services through the Internet. The Bank commenced operations in October 1996. As of March 18, 1997, the Bank had approximately 1,750 accounts and approximately $42.0 million in deposits. The company's objectives is to offer a broad range of banking and financial service products through the Internet and alternative delivery channels. Customer convenience and operating efficiency are two key components of the company's strategy.

Use of Proceeds
The proceeds from the proposed offering will be used to contribute to the bank, fund a portion of the purchase price for the outstanding capital stock of Premier Bank, reimburse certain organizational expenses, for working capital and for general corporate purposes.

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