SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-25107
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EARTHWEB INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3899472
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3 Park Avenue, New York, New York 10016
(Address of Principal Executive Offices, including Zip Code)
Registrant's Telephone Number, Including Area Code: (212) 725-6550
----------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
As of November 1, 1999, the registrant had outstanding 9,762,514 shares of
common stock, $.01 par value.
EARTHWEB INC.
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of September 30,
1999 and December 31, 1998................................. 3
Condensed Consolidated Statements of Operations for the
three months and nine months ended September 30, 1999 and
1998....................................................... 4
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 1999 and 1998.............. 5
Notes to Condensed Consolidated Financial Statements....... 6
Item 2. Management's Discussion and Analysis of Financial Condition 8
and Results of Operations..................................
Quantitative and Qualitative Disclosures About Market
Item 3. Risk....................................................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................... 12
Item 2. Changes in Securities and Use of Proceeds.................. 12
Item 3. Defaults Upon Senior Securities............................ 12
Item 4. Submission of Matters to a Vote of Security Holders........ 12
Item 5. Other Information.......................................... 12
Item 6. Exhibits and Reports on Form 8-K........................... 12
Signatures........................................................... 13
2
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
EARTHWEB INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
unaudited, in thousands
September 30, December 31,
1999 1998
------------- ------------
ASSETS:
Current assets:
Cash and cash equivalents......................... $ 29,083 $ 25,292
Restricted cash................................... 287 287
Accounts receivable, net.......................... 3,661 1,144
Prepaid expenses and other current assets......... 1,482 542
-------- --------
Total current assets............................ 34,513 27,265
Fixed assets, net................................... 4,865 2,069
Goodwill and intangible assets, net................. 57,258 1,069
Other assets........................................ 533 74
-------- --------
Total assets.................................... $ 97,169 $ 30,477
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable.................................. $ 3,608 $ 1,805
Accrued expenses.................................. 7,619 1,520
Other current liabilities......................... 7,196 234
Short-term portion of notes payable............... 474 --
-------- --------
Total current liabilities....................... 18,897 3,559
-------- --------
Convertible notes payable, net of discount.......... 5,623 --
Other liabilities................................... 4,691 66
-------- --------
Total liabilities............................... 29,211 3,625
-------- --------
Commitments and contingencies....................... -- --
Stockholders' equity
Common stock, par value $.01; 21,750,000
authorized, 9,758,362 and 7,903,761 issued and
outstanding...................................... 98 79
Additional paid in capital........................ 110,926 44,582
Unearned compensation............................. (645) (326)
Treasury stock, at cost 4,713 shares.............. (200) (200)
Accumulated deficit............................... (42,221) (17,283)
-------- --------
Total stockholders' equity...................... 67,958 26,852
-------- --------
Total liabilities and stockholders' equity...... $ 97,169 $ 30,477
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
EARTHWEB INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
unaudited, in thousands except per share data
Three months ended Nine months ended
September 30, September 30,
-------------------- -------------------
1999 1998 1999 1998
--------- --------- --------- --------
Revenues............................ $ 8,653 $ 944 $ 19,584 $ 1,918
Cost of revenues.................... 3,078 601 7,144 1,395
--------- --------- --------- --------
Gross profit........................ 5,575 343 12,440 523
--------- --------- --------- --------
Operating expenses:
Product development............... 1,386 434 3,001 990
Sales and marketing............... 7,019 1,082 18,930 1,892
General and administrative........ 2,403 914 7,032 2,246
Depreciation...................... 453 170 1,064 519
Amortization...................... 3,523 141 8,002 268
--------- --------- --------- --------
Total operating expenses........ 14,784 2,741 38,029 5,915
--------- --------- --------- --------
Loss from operations................ (9,209) (2,398) (25,589) (5,392)
Interest and other income, net...... 258 42 651 120
--------- --------- --------- --------
Net loss............................ $ (8,951) $ (2,356) $ (24,938) $ (5,272)
========= ========= ========= ========
Basic and diluted net loss per
share.............................. $ (0.93) $ (0.70) $ (2.78) $ (1.72)
========= ========= ========= ========
Weighted average shares of common
stock used in
computing basic and diluted net
loss per share..................... 9,597 3,361 8,965 3,072
========= ========= ========= ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
EARTHWEB INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
unaudited, in thousands
Nine Months ended
September 30
-------------------
1999 1998
--------- --------
Cash flows from operating activities:
Net loss............................................... $ (24,938) $ (5,272)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation........................................... 1,064 519
Amortization........................................... 8,002 268
Provision for doubtful accounts........................ 238 18
Charge related to issuance of stock options............ 713 62
Interest expense on convertible note................... 256 --
Changes in operating assets and liabilities:
Accounts receivable.................................... (1,337) (409)
Prepaid expenses and other current assets.............. (806) (1)
Other assets........................................... (64) (376)
Accounts payable and accrued expenses.................. 4,363 1,083
Other current liabilities.............................. 1,204 144
Other liabilities...................................... 786 21
--------- --------
Net cash used in operating activities.................... (10,519) (3,943)
--------- --------
Cash flows from investing activities:
Purchase of fixed assets............................... (2,915) (844)
Payments for acquisitions.............................. (8,069) (1,293)
Purchase of investment securities...................... (344) --
Restricted cash........................................ -- 225
--------- --------
Net cash used in investing activities.................... (11,328) (1,912)
--------- --------
Cash flows from financing activities:
Payments on notes payable.............................. (456) --
Proceeds from issuance of common stock, net............ 26,094 3,723
--------- --------
Net cash provided by financing activities................ 25,638 3,723
--------- --------
Net change in cash and cash equivalents for the period... 3,791 (2,132)
Cash and cash equivalents, beginning of period........... 25,292 4,775
--------- --------
Cash and cash equivalents, end of period................. $ 29,083 $ 2,643
========= ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
EARTHWEB INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
unaudited
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for annual financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. The results for the interim periods presented
are not necessarily indicative of the results that may be expected for any
future period. The following information should be read in conjunction with
the financial statements and notes thereto included in EarthWeb's annual
report for the year ended December 31, 1998.
2. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the condensed consolidated
financial statements and accompanying notes. Actual results could differ from
these estimates.
3. Acquisitions
In February 1999, EarthWeb Inc. (EarthWeb or the Company) acquired D&L
Online, Inc., now known as EW Career Solutions, Inc., for a total base
purchase price of approximately $35.0 million in the form of cash and common
stock. Additional consideration payable in a combination of cash and stock of
up to $12.0 million may be given, contingent on future performance. In April
2000, $4.0 million of this additional consideration is expected to be paid in
a combination of cash and stock. In March 1999, EarthWeb acquired MicroHouse
International, Inc., now known as EW Subscription Services, Inc., for
approximately $9.0 million in the form of cash, common stock and a convertible
note payable issued at a discount on the date of acquisition. In addition,
EarthWeb assumed $1.7 million in debt as part of the acquisition. The
following unaudited pro forma summary presents consolidated results of
operations for the Company as if the acquisitions of EW Career Solutions, Inc.
and EW Subscription Services, Inc. had been consummated on January 1, 1998.
The unaudited pro forma information does not necessarily reflect the results
that would have been achieved, nor is it necessarily indicative of future
consolidated results of the Company.
Nine months ended
---------------------------
September 30, September 30,
1999 1998
------------- -------------
In thousands, except per
share data
Revenues........................................ $ 21,665 $ 9,971
Net loss........................................ $(26,669) $(13,182)
Basic and diluted loss per share................ $ (2.95) $ (3.56)
Weighted average of common stock outstanding.... 9,047 3,701
Pro forma adjustments include: (i) amortization of goodwill and other
intangible assets over a weighted average of 4.5 years and 4 years for EW
Career Solutions, Inc. and EW Subscription Services, Inc., respectively, (ii)
adjustment related to EW Career Solutions, Inc. S corporation distribution
which was recorded as compensation expense that will not be incurred in the
future, as well as to record the associated tax charge which does not assume
the utilization of EarthWeb's net operating loss carryforwards, (iii)
adjustment to record compensation expense related to options issued to EW
Subscription Services, Inc. employees to purchase
6
EARTHWEB INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
common stock at an exercise price below the fair market value of the EarthWeb
common stock at the date of grant, (iv) adjustment to reflect the accretion of
the discount on the convertible note issued in the connection with the
acquisition of EW Subscription Services, Inc. and (v) adjustment of the
weighted average shares of common stock outstanding used in the calculation of
earnings per share to reflect shares issued in connection with the acquisition
of EW Career Solutions, Inc. and EW Subscription Services, Inc.
In July 1999, EarthWeb acquired the website SysOpt.com, an online service
which provides information on computer hardware products. In August 1999,
EarthWeb acquired the website Codeguru.com, an online service for Windows
programmers. The aggregate base purchase price for both was approximately
$12.0 million, payable in the form of common stock, cash and a convertible
note payable. Additional consideration in the form of cash or stock, with an
aggregate value of up to approximately $6.0 million may be required to be paid
if certain contingencies are met. Such amounts would be payable through 2002.
The historical revenues and expenses for the nine months ended September 30,
1998 and 1999 of these acquired websites were insignificant compared to
EarthWeb's results of operations. Intangibles related to these acquisitions
are being amortized over a three year period and are expected to result in an
additional charge of approximately $4.0 million per year. Amortization of
these intangibles for the year ended December 31, 1999 is expected to be
approximately $1.3 million of which approximately $327,000 has been included
in the third quarter ended September 30, 1999.
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion of the financial condition and results of
operations of EarthWeb should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations and
the Consolidated Financial Statements and the Notes thereto included in the
Company's Annual Report for the year ended December 31, 1998. This quarterly
report on Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
involve risks and uncertainties and actual results could differ materially
from those discussed in the forward-looking statements. All forward-looking
statements and risk factors included in this document are made as of the date
hereof, based on information available to EarthWeb as of the date thereof, and
EarthWeb assumes no obligation to update any forward-looking statement or risk
factors.
Results of Operations
Revenues. Revenues for the three and nine months ended September 30, 1999
were $8.7 million and $19.6 million, respectively versus $944,000 and $1.9
million for the three and nine months ended September 30, 1998. Advertising
revenues including paid listings, banners and sponsorships represented 83% and
86% of total revenues for the quarter and nine months ended September 30, 1999
compared to 94% of total revenues for both the quarter and nine months ended
September 30, 1998. The increases in revenues were primarily due to growth in
advertising revenues, attributable to the acquisition of EW Career Solutions,
Inc. and increases in the volume of advertising sold resulting from increases
in the number of advertising customers. The net impact on advertising revenues
from the acquisition of EW Career Solutions, Inc. for the three and nine
months ended September 30, 1999 was an increase of approximately $4.4 million
and $10.0 million, respectively. For the quarter ended September 30, 1999, no
customer accounted for more than 10% of revenues while two customers accounted
for approximately 22% of revenues for the quarter ended September 30, 1998.
Barter transactions accounted for approximately 10% and 11% of revenues for
the quarter and nine months ended September 30, 1999 and 25% of revenues for
the quarter and nine months ended September 30, 1998, respectively. The
decrease as a percentage of revenue is primarily due to the increased revenues
from acquired companies that do not engage in significant barter transactions.
For both periods, barter advertising revenues primarily related to the
exchange of advertisements, tradeshow booths, and other promotional activities
with other companies.
Cost of Revenues. Cost of revenues consists primarily of employee salaries
and related expenses, consulting fees, royalties, Internet access and hosting
fees, computer systems related expenses and freelance writing costs required
to support and deliver EarthWeb's online services. Cost of revenues for the
three and nine months ended September 30, 1999 were $3.1 million and $7.1
million, respectively, both representing 36% of total revenues as compared to
$601,000 and $1.4 million for the three and nine months ended September 30,
1998, which represented 64% and 73% of total revenues. The absolute dollar
increase in cost of revenues was primarily attributable to increased employee
salaries and related expenses, consulting fees, royalties and computer systems
related expenses due to the expansion of EarthWeb's online service offerings
of which approximately $1.4 million and $2.6 million related to the expenses
of EW Career Solutions, Inc. and EW Subscription Services, Inc. for the three
and nine months ended September 30, 1999, respectively. Management expects
cost of revenues to increase in absolute dollars in future periods due to the
growth of EarthWeb's business.
Product Development Expenses. Product development expenses consist primarily
of employee salaries and related expenses, consulting fees and computer
systems related expenses required to support the development of new or
enhanced service offerings. Product development expenses for the three and
nine months ended September 30, 1999 were $1.4 million and $3.0 million,
respectively, representing 16% and 15% of total revenues as compared to
$434,000 and $990,000 for the three and nine months ended September 30, 1998,
which represented 46% and 52% of total revenues. The increase in product
development expenses was primarily attributable to the expansion of EarthWeb's
online service and product offerings and certain professional fees associated
with the evaluation of proposed acquisition targets.
8
Sales and Marketing Expenses. Sales and marketing expenses consist primarily
of advertising (including expenses recorded for barter transactions), employee
salaries, commissions and related expenses of EarthWeb's sales force and
marketing personnel, promotional materials and trade show exhibition expenses.
Sales and marketing expenses for the three and nine months ended September 30,
1999 were $7.0 million and $19.0 million, respectively, representing 81% and
97% of total revenues as compared to $1.1 million and $1.9 million for the
three and nine months ended September 30, 1998, which represented 115% and 99%
of total revenues. The increases in the quarter and nine months ended
September 30, 1999, were primarily attributable to increases in advertising
expenses of approximately $3.1 million and $9.2 million, respectively, of
which approximately $1.1 million and $2.8 million related to the expenses of
EW Career Solutions, Inc. and EW Subscription Services, Inc. Additionally,
salaries, commissions and related costs increased approximately $1.8 million
and $5.3 million for the quarter and nine months ended September 30, 1999,
respectively, due to the expansion of the sales force of which $929,000 and
$2.1 million related to the expenses of both EW Career Solutions, Inc. and EW
Subscription Services, Inc. Management expects sales and marketing expenses to
increase due to the continuing growth of its sales force and its planned
increase in advertising and promotional activities.
General and Administrative Expenses. General and administrative expenses
consist primarily of employee salaries and related expenses for executive,
administrative, and accounting personnel, facility costs, recruiting fees and
professional fees. General and administrative expenses for the three and nine
months ended September 30, 1999 were $2.4 million and $7.0 million,
respectively, representing 28% and 36% of total revenues as compared to
$914,000 and $2.2 million for the three and nine months ended September 30,
1998, which represented 97% and 117% of total revenues. The absolute dollar
increase in general and administrative expenses was primarily attributable to
increased employee salaries and related expenses, facility costs, recruiting
fees and professional fees due to the growth of our business and our operation
as a public company of which approximately $763,000 and $2.2 million related
to the expenses of EW Career Solutions, Inc. and EW Subscription Services,
Inc. for the three months and nine months ended September 30, 1999,
respectively. Management expects general and administrative expenses to
increase in future periods due to the growth of EarthWeb's business.
Depreciation. Depreciation consists primarily of depreciation of property
and equipment. Depreciation for the three and nine months ended September 30,
1999 was $453,000 and $1.1 million, respectively, both representing 5% of
total revenues as compared to $170,000 and $519,000 for the three and nine
months ended September 30, 1998, which represented 18% and 27% of total
revenues. The increase was primarily a result of additional depreciation due
to purchases of fixed assets. Management expects depreciation to increase in
future periods due to the growth of EarthWeb's business.
Amortization. Amortization consists primarily of amortization of intangible
assets related to acquisitions. Amortization for the three and nine months
ended September 30, 1999 were $3.5 million and $8.0 million, respectively,
both representing 41% of total revenues as compared to $141,000 and $268,000
for the three and nine months ended September 30, 1998, which represented 15%
and 14% of total revenues. The increases in the quarter and nine months ended
September 30, 1999 were primarily a result of the amortization of intangible
assets of approximately $3.0 million and $7.1 million, respectively recorded
upon the acquisitions of EW Career Solutions, Inc. and EW Subscription
Services, Inc.
Interest and Other Income, Net. Interest and other income, net consists
primarily of interest earned on cash and cash equivalents. Interest and other
income, net for the three and nine months ended September 30, 1999 were
$258,000 and $651,000, respectively, both representing 3% of total revenues as
compared to $42,000 and $120,000 for the three and nine months ended September
30, 1998, which represented 4% and 6% of total revenues. The increase was
primarily the result of higher average cash balances during 1999, primarily
from the proceeds of EarthWeb's public offerings in November of 1998 and May
of 1999.
Income Taxes. No provision for federal and state income taxes has been
recorded as EarthWeb has incurred net operating losses through September 30,
1999. Given EarthWeb's limited operating history, losses incurred to
9
date and the difficulty in accurately forecasting EarthWeb's future results,
management does not believe that the related deferred income tax assets meets
the realization criteria required by generally accepted accounting principles
and, accordingly, a full valuation allowance has been recorded.
Liquidity and Capital Resources
EarthWeb historically has satisfied its cash requirements primarily through
offerings of common stock and convertible preferred stock and lease financing.
Net cash used in operating activities was $10.5 million for the nine months
ended September 30, 1999 and $3.9 million for the nine months ended September
30, 1998. Cash used in operating activities for 1999 resulted primarily from a
net loss of $24.9 million offset by depreciation and amortization of $9.1
million, increases in accounts payable and accrued expenses of $4.4 million
and other current liabilities of $1.2 million. Cash used in operating
activities for 1998 resulted primarily from a net loss of $5.3 million offset
by depreciation and amortization of $788,000 and increases in accounts payable
and accrued expenses of $1.1 million.
Net cash used in investing activities for the six months ended September 30,
1999 of $11.3 million was primarily attributable to acquisitions of $8.1
million and purchases of fixed assets of $2.9 million. Net cash used in
investing activities of $1.9 million for 1998 was primarily attributable to
purchases of fixed assets of $844,000, payments on obligations related to
acquisitions of Web sites of $1.3 million, offset by the release of restricted
cash of $225,000.
Net cash from financing activities was $25.6 million and $3.7 million for
the nine months ended September 30, 1999 and 1998, respectively. On May 7,
1999, the Company completed a secondary public offering of 1,300,000 shares of
Common Stock at an offering price of $37.00 per share, of which 750,000 shares
were sold by the Company and 550,000 shares were sold by selling stockholders.
Proceeds to the Company, net of issuance costs, were approximately $25.4
million. The Company expects to use the net proceeds for general corporate
purposes, including expansion of sales and marketing capabilities, possible
strategic acquisitions or investments, international expansion, technical
upgrades of internal systems and working capital requirements. In June 1998,
EarthWeb issued 436,446 shares of common stock to EarthWeb LLC through a
private placement, in consideration of net proceeds of $3.7 million of which
$3.1 million was received in June and the balance received in July 1998.
EarthWeb will continue to evaluate possible acquisitions of, or investments
in, business products and technologies that are complementary to those of
EarthWeb, which may require the use of cash. Management believes that existing
cash balances, will be sufficient to meet anticipated cash requirements for at
least the next twelve months; however, EarthWeb may sell additional equity or
debt securities or obtain credit facilities. The sale of additional securities
could result in dilution to EarthWeb's stockholders.
Year 2000
The Year 2000 issue involves the potential for system and processing
failures of date-related data resulting from computer-controlled systems using
two digits rather than four to define the applicable year. For example,
computer programs that contain time-sensitive software may recognize a date
using two digits of "00" as the year 1900 rather than the year 2000. This
could result in system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in similar ordinary business activities.
EarthWeb believes that its internal software and hardware systems will
function properly with respect to dates in the year 2000 and thereafter and
has completed its internal IT and non-IT assessment. Nonetheless, there can be
no assurance in this regard until such systems are operational in the year
2000. EarthWeb has contacted
10
all of its significant suppliers to determine the extent to which EarthWeb's
systems are vulnerable to those third parties' failure to make their own
systems Year 2000 compliant. EarthWeb was informed by such suppliers that
their systems are Year 2000 compliant. Additionally, any Year 2000 problems
experienced by EarthWeb's advertising customers could affect the placement of
advertisements on EarthWeb's online services. In the event any of EarthWeb's
suppliers or vendors prove not to be Year 2000 compliant, EarthWeb believes
that it could find a replacement vendor or supplier which is Year 2000
compliant without significant delay or expense. However, if substantially all
of EarthWeb's suppliers and vendors prove not to be Year 2000 compliant and if
EarthWeb experiences difficulties in finding replacement vendors, then, as a
result, EarthWeb's business could be materially adversely affected. The
failures to correct material Year 2000 problems by EarthWeb's suppliers and
vendors could result in an interruption in, or a failure of, certain normal
business activities or operations of EarthWeb. Such failures could materially
and adversely affect EarthWeb's results of operations, liquidity and financial
condition. Due to the general uncertainty inherent in the Year 2000 problem,
resulting from the uncertainty of the Year 2000 readiness of third-party
suppliers and vendors, EarthWeb is unable to determine at this time whether
the consequences of Year 2000 failures will have a material impact on
EarthWeb's results of operations, liquidity or financial condition.
To date, EarthWeb has spent an immaterial amount on Year 2000 compliance
uses and expects to incur no significant costs in the future of Year 2000
problems.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
11
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
EarthWeb is not a party to any material legal proceedings.
Item 2. Changes in Securities and Use of Proceeds
On July 16, 1999, the Registrant completed the acquisition of substantially
all of the assets, properties and rights in the business of SysOpt.com for
aggregate consideration, including a convertible promissory note in the
original principal amount of $875,000 which is convertible into approximately
19,200 shares of common stock on July 17, 2000. The issuance of these
securities was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended, regarding transactions by an issuer not
involving a public offering.
On August 11, 1999, the Registrant completed the acquisition of the web site
Codeguru.com for aggregate consideration, including 238,263 shares of common
stock to Zafir Anjurn registered under this Registration Statement and 46,251
shares of common stock which were not registered. Additional consideration for
the acquisition incudes future payments, in the form of Registrant's common
stock or cash, at Registrant's option, with an aggregate value of up to $4.0
million. The shares not registered pursuant to this Registration Statement
were exempt from registration pursuant to Section 4(2) of the Securities Act
of 1933, as amended, regarding transactions by an issuer not involving a
public offering.
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits.
Exhibit No. Description
----------- ------------------------
27 Financial Data Schedule.
b) Reports on Form 8-K.
Not applicable
12
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
New York, state of New York, on November 12, 1999.
EARTHWEB INC.
/s/ Jack D. Hidary
By___________________________________
Jack D. Hidary
President and Chief Executive
Officer
/s/ Irene Math
By___________________________________
Irene Math
Senior Vice President, Finance
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities on November 12, 1999.
13