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): January 12, 2000 EARTHWEB INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 000-25017 13-3899472 (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 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 January 12, 2000 EarthWeb Inc. ("EarthWeb") announced its intention to raise $75 million (excluding any over-allotments) through a 144A offering of convertible subordinated notes. A copy of the press release issued by EarthWeb on January 12, 2000 concerning the offering 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: January 13, 2000 By: /s/ Jack D. Hidary ------------------- Jack D. Hidary President and Chief Executive Officer Item 7: Exhibit No. Description ------- --- ----------- 99.1 January 12, 2000 press release: EarthWeb to Offer $75 Million of Convertible Notes