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 2, 1999
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 2. ACQUISITION OF ASSETS.
On February 2, 1999, EarthWeb Inc. ("EarthWeb") entered into an Agreement and
Plan of Merger (the "Agreement") with EW Acquisition Corporation, a wholly-owned
subsidiary of EarthWeb (the "Sub"), D&L Online, Inc. ("D&L"), Lloyd Linn and
Diane Rickert. Pursuant to the Agreement, EarthWeb acquired D&L on February 2,
1999, by way of a merger of D&L into the Sub (the "Merger"), in which the Sub
was the surviving entity and D&L ceased to exist. Prior to the Merger, the
ownership of D&L was held by Lloyd Linn and Diane Rickert. A copy of the
Agreement is attached as Exhibit 2.1.
The consideration paid by EarthWeb to acquire D&L consisted of (a) $7,000,000 in
cash, $4,000,000 of which was paid at closing, with the balance payable over the
next year in two installments, (b) 577,778 shares of EarthWeb common stock, and
(c) additional future "earnout" payments, based on the performance of the Sub
and related businesses, in the form of EarthWeb common stock and/or cash with an
aggregate value of up to $12,000,000. Under the terms of the Agreement and a
related escrow agreement, an aggregate of 57,778 shares of such EarthWeb common
stock will be held in escrow for 18 months to insure payment by Lloyd Linn and
Diane Rickert of indemnification claims. The amount of consideration paid by
EarthWeb was reached through arm's length negotiations and was funded through
the issuance of EarthWeb common stock and from the proceeds of EarthWeb's
initial public offering.
Under the Agreement, all outstanding options to purchase D&L common stock were
converted into non-qualified options to purchase an aggregate of 36,667 shares
of EarthWeb common stock at an exercise price of $32.05 per share.
The acquisition of D&L by EarthWeb by way of the Merger will be accounted for as
a purchase. The purchase price will be allocated to the assets acquired and
liabilities assumed based on their estimated fair values. Results of operations
for D&L will be included with those of EarthWeb for periods subsequent to the
date of acquisition.
D&L operates an on-line job board website http://www.dice.com/. EarthWeb plans
to continue the business and operations of D&L through the Sub.
In accordance with a registration rights agreement executed and delivered as
part of the Merger, EarthWeb granted certain rights to Lloyd Linn and Diane
Rickert with respect to the registration of EarthWeb common stock. A copy of
such registration rights agreement is attached as Exhibit 4.1.
In connection with the Merger, EarthWeb entered into an employment agreement
with each of Lloyd Linn and Kent Kelderman. A copy of Lloyd Linn's employment
agreement is attached as Exhibit 10.1, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
Pursuant to the instructions to Item 7 of Form 8-K, the financial
information required by Item 7(a) will be filed by amendment within 60
days of the date of this filing.
(b) Pro Forma Financial Information
Pursuant to the instructions to Item 7 of Form 8-K, the financial
information required by Item 7(b) will be filed by amendment within 60
days of the date of this filing.
(c) Exhibit Index
Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated as of February 2, 1999,
among EarthWeb Inc., EW Acquisition Corporation, D&L Online,
Inc., Lloyd Linn, and Diane Rickert #
4.1 Registration Rights Agreement, dated as of February 2, 1999,
between EarthWeb Inc., Lloyd Linn and Diane Rickert.
10.1 Employment Agreement, dated as of February 3, 1999, between
EarthWeb Inc. and Lloyd Linn.
# Confidential treatment has been requested with respect to certain
portions of this Exhibit. Omitted portions will be filed separately
with the Commission.
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 16, 1999 By: /s/ Jack D. Hidary
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Jack D. Hidary
President and Chief Executive
Officer