SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 10, 2000
EARTHWEB INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-25017 13-3899472
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
3 PARK AVENUE, NEW YORK, NEW YORK 10016
(Address of Principal Executive Offices) (Zip Code)
(212) 725-6550
(Registrant's telephone number, including area code)
Item 5 Other Events.
On February 10, 2000 EarthWeb Inc. ("EarthWeb") announced that it had acquired
Cambridge Information Network (CIN), a leading Web site for IT professionals.
EarthWeb also completed two previously announced acquisitions of online
certification preparation and assessment companies.
A copy of the press release issued by EarthWeb on February 10, 2000 concerning
the acquisitions is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EarthWeb Inc.
Dated: February 11, 2000 By: /s/ Jack D. Hidary
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Jack D. Hidary
President and Chief Executive Officer
Item 7: Exhibit No. 99.1
For Immediate Release:
February 10, 2000
EarthWeb Acquires Cambridge Information Network (CIN),
A Leading Web Site For IT Executives
EarthWeb Also Closes Two Previously Announced Acquisitions Of Online
Certification Preparation Companies
Strategic Highlights
. Cambridge Technology Partners also commits to $3 million sponsorship and
services agreement over three years
. CIN extends EarthWeb's relationship with and service offerings to high-level
decision makers: CIOs and CTOs
. Online certification preparation companies strategically complement
EarthWeb's IT job board, dice.com
. MeasureUp and CCPrep bring proprietary technology and new career management
services
New York, NY, February 10, 2000 -- EarthWeb Inc. (Nasdaq: EWBX) today announced
the acquisition of Cambridge Information Network (CIN), a division of Cambridge
Technology Partners (Nasdaq: CATP). The consideration for the acquisition of
CIN totals approximately $8 million in a combination of cash and stock, at
EarthWeb's option, payable in four installments through September 30, 2000.
Cambridge Information Network
Cambridge Information Network (www.cin.ctp.com) is a leading online community
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specifically designed for corporations' lead IT strategists. Content is member-
driven and available exclusively to registered members, which currently number
more than 3,500 senior IT professionals, including chief information officers
and chief technology officers.
Membership is limited to the highest level IT executives at companies with $50
million or more in revenue or those who report to the highest level IT executive
at companies with $200 million or more in revenue. The site also accepts CEOs
and direct reports to the CEO. The site is free to members.
Cambridge Technology Partners has also agreed to purchase from EarthWeb a
combination of web site sponsorships and services for $1 million annually over
the next three years.
Murray Hidary, Co-founder and Executive Vice President of EarthWeb, stated,
"During the last several years, Cambridge Technology Partners has successfully
built one of the world's most prestigious online communities of IT executives.
Bringing Cambridge Information Network into the EarthWeb network of IT business-
to-business sites extends our relationship with decision makers in the $800
billion global IT industry. We are delighted to welcome these members to
EarthWeb.
"Our aim is to bring the benefits of EarthWeb's business portal - a broad and
deep set of IT offerings and solutions through both new technologies and new
services - to Network members," added Hidary. "We are also delighted that
Cambridge Technology Partners will continue to be highly visible on CIN through
the three-year sponsorship agreement."
Jack Messman, President & CEO of Cambridge Technology Partners, commented, "This
combination is beneficial to both parties. It allows CIN to fulfill its
strategy to become a full-service, transaction-intensive community for a much
larger audience. We look forward to working with EarthWeb and continuing our
support of CIN through our sponsorship agreement over the next three years."
CIN provides a global forum for its members to discuss key business, technology
and career-management issues. The site also enables its members to share
experiences, solve common problems, and exchange benchmarking data and useful
documents. CIN features include surveys, interviews, insight on technology
strategy, help with career and personnel issues, columns, and member-created and
member-led discussion groups.
MeasureUp and CCPrep
The company also announced that it has closed the previously announced
acquisitions of MeasureUp, Inc. and CCPrep, two leading providers of online
certification preparation products and services for the IT industry. Both
companies were privately held.
IDC has estimated that the market for IT certification-related training and
testing will reach $2.1 billion in 2001. MeasureUp provides online certification
preparation for Microsoft, A+, Novell and Cisco. CCPrep offers online
certification preparation products and services designed for IT professionals
seeking Cisco certification. These acquisitions bolster EarthWeb's dominant
position in the IT tech job board space.
MeasureUp's preparation materials and assessment products are sold directly to
IT professionals as well as licensed for use in instructor-led and/or self-paced
instruction and in preparing students for certification exams. MeasureUp's
customer base currently includes ExecuTrain, Sylvan Prometric and Infotec, as
well as corporations such as NCR. The company has a database of approximately
10,000 questions currently, powered by AssessTech, a proprietary search engine.
MeasureUp recorded approximately $1.3 million in revenues (unaudited) for the
year ended December 31, 1999, and page views for the month of December 1999 of
approximately 2.5 million.
Jack D. Hidary, President/CEO and Co-Founder of EarthWeb, said, "The acquisition
of MeasureUp and CCPrep is a strategic complement to dice.com and will enable
EarthWeb
to deliver a more complete, integrated career management solution to IT
professionals. These acquisitions also create greater opportunities to cross
promote additional products to IT job seekers and to extend our reach with
corporate clients."
Kevin Brice, President of MeasureUp, said, "Our proven experience in developing
assessment and instructional products will provide great opportunities to
deliver learning solutions through EarthWeb's network of services. In the same
way that students prepare for SATs and LSATs, many IT professionals need to
prepare for a variety of certifications on an on-going basis to advance their
careers. I look forward to building this business for EarthWeb."
Financial Terms
The aggregate consideration for the acquisitions of CIN, MeasureUp and CCPrep
consists of approximately $26.3 million in cash and stock, with additional
consideration of up to $10 million payable in cash and stock over three years,
contingent on future performance. The majority of the aggregate consideration
relates to the acquisition of MeasureUp. Upon these closings, EarthWeb paid
$13.6 million in cash and issued 39,478 unregistered shares. The balance of the
$26.3 million consideration is payable in cash and stock at specified payment
dates through September 30, 2000, and to secure such obligations EarthWeb has
issued and placed in escrow 134,127 unregistered shares of stock (the number of
shares is subject to future adjustments). EarthWeb also issued and placed in
escrow 58,207 unregistered shares (also subject to future adjustments) to secure
potential obligations contingent on future performance; these shares will not be
released from escrow unless future performance goals are met and are therefore
not included in EarthWeb's common shares outstanding. The shares of common stock
issued by EarthWeb were not registered under the Federal securities laws and
such shares are therefore subject to applicable restrictions on transfer. Each
acquisition will be accounted for using the purchase method of accounting.
About Cambridge Technology Partners
Cambridge Technology Partners (Nasdaq: CATP, www.ctp.com) provides management
consulting and systems integration services to transform its clients into
e-businesses. Working in collaboration with Global 1000, high-velocity middle
market companies and dot com start-ups, Cambridge combines a deep understanding
of New Economy issues with integrated, end-to-end services and a proven track
record of shared risk and rapid, guaranteed delivery. Cambridge has more than
4,500 employees and 55 offices worldwide.
About MeasureUp
Founded in 1997, MeasureUp (www.measureup.com ) applies 30 years of experience
in the training and assessment industry to creating the highest quality
preparation products for professional certifications. Currently focused on the
rapidly growing IT certification and assessment market, MeasureUp uses an
innovative testing system to deploy
individually licensed preparation products over the web to a worldwide channel
of distributors and individuals. In addition to single-user licenses for
preparation products, MeasureUp offers private labeling, multi-user licensing
discounts, and distributorships.
About CCPrep
CCPrep.com (www.ccprep.com ) is an independent career certification preparation
company that is a leader in helping students prepare for examinations for Cisco
certification. CCPrep.com offers two types of online services to help students
prepare for a specific exam and/or certification. CCPrep FastTracks helps
students study for a specific certification or exam in the following: CCNA,
ACRC, CLSC, CID, CCDA, CIT, CMTD, CCIE and Lab. CCPrep Subscriber Issues is
designed for students desiring a broad selection of questions and explanations
from all Cisco certifications and exams.
About EarthWeb
EarthWeb Inc. (Nasdaq: EWBX, www.earthweb.com), the leading business portal to
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the global IT industry, provides a comprehensive set of solutions to a broad
range of IT professionals: CTOs, IT managers, corporate IT purchasers,
programmers, network managers, system administrators and recruiters/HR managers.
As a trusted third-party platform, EarthWeb enables IT professionals to access
technical information, buy and sell products and services, manage careers and
recruit personnel through a network of flagship services that includes
earthweb.com, dice.com and ITKnowledge.com. In 1999, EarthWeb was ranked the
third fastest growing company within Business Week's Info Tech 100.
This press release may be deemed to contain forward-looking information. Any
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements, including statements as to industry trends, future economic
performance, anticipated profitability, anticipated revenues and expenses, and
products or service line growth, may be significantly and materially impacted by
certain risks and uncertainties, including, but not limited to, failure to meet
operating objectives or to execute the operating plan, competition, and other
economic factors. Additional risks and uncertainties are described in the
Company's public filings with the Securities and Exchange Commission.
EarthWeb and the EarthWeb logo are registered trademarks of EarthWeb Inc. All
other trademarks are the property of their respective owners.
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At EarthWeb: At the Financial Relations Board:
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Irene Math Doug DeLieto Jean Young Claudine Cornelis
Sr. Vice President, Finance (general info.) (analyst info.) (media info.)
(212) 661-8030
Constance Melrose
Vice President, IR
(212) 725-6550
ir@earthweb.com