<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1998
REGISTRATION NO. 333-63323
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
USWEB CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------
<TABLE>
<S> <C> <C>
DELAWARE 8742 870551650
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.) IDENTIFICATION NUMBER)
</TABLE>
2880 LAKESIDE DRIVE, SUITE 300
SANTA CLARA, CA 95054
(408) 987-3200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
CAROLYN V. AVER
CHIEF FINANCIAL OFFICER
USWEB CORPORATION
2880 LAKESIDE DRIVE, SUITE 300
SANTA CLARA, CA 95054
(408) 987-3200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------
COPIES TO:
<TABLE>
<S> <C> <C> <C>
MARK BONHAM FRANK SLATTERY BARBARA FISKE ROD J. HOWARD
PAUL R. TOBIAS GENERAL COUNSEL GENERAL COUNSEL JON C. PERRY
KEVIN M. GALLIGAN USWEB CORPORATION CKS GROUP, INC. GRAY CARY WARE &
STEVEN LIU 2880 LAKESIDE DRIVE, 10441 BANDLEY DRIVE FREIDENRICH LLP
WILSON SONSINI GOODRICH & SUITE 300 CUPERTINO, CA 95014 400 HAMILTON AVENUE
ROSATI SANTA CLARA, CA 95054 (408) 366-5100 PALO ALTO, CA 94301
PROFESSIONAL CORPORATION (408) 987-3200 (650) 328-6561
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
</TABLE>
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement and the
satisfaction or waiver of certain conditions under the Agreement and Plan of
Reorganization described herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
In this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to the Form S-4 Registration Statement is being filed
for the sole purpose of filing additional exhibits.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
Reference also is made to the Certificate of Incorporation of the Registrant
filed as Exhibit 3.1; the Bylaws of the Registrant, filed as Exhibit 3.2; and
the form of indemnification agreement filed as Exhibit 10.1 which, among other
things, and subject to certain conditions, authorize the Registrant to
indemnify, or indemnify by their terms, as the case may be, the directors and
officers of the Registrant against certain liabilities and expenses incurred
by such persons in connection with claims made by reason of their being such a
director or officer.
The Registrant has obtained directors and officers insurance providing
indemnification for certain of the Registrant's directors, officers,
affiliates, partners or employees for certain liabilities.
The indemnification provisions in the Bylaws, and the indemnification
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities arising under the 1933
Act.
The Reorganization Agreement provides that commencing with the effectiveness
of the Merger, the Registrant will indemnify the current officers and
directors of CKS Group for any action or inaction by such person prior to the
Merger.
Reference is made to the following documents listed as exhibits to this
Registration Statement regarding relevant indemnification provisions described
above and elsewhere herein:
<TABLE>
<CAPTION>
EXHIBIT
DOCUMENT NUMBER
-------- -------
<S> <C>
Amended and Restated Certificate of Incorporation...................... 3.1
Bylaws of Registrant (Delaware)........................................ 3.2
Form of Indemnification Agreement entered into by the Registrant with
each of its directors and executive officers.......................... 10.1
</TABLE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
3.1+ Amended and Restated Certificate of Incorporation of the Regis-
trant.
3.2+ Bylaws of the Registrant.
4.1+ Form of Registrant's Common Stock Certificate.
4.2+ Amended and Restated Investors' Rights Agreement dated May 2, 1997
among the Registrant and the other parties named therein.
4.3+ Form of Registrant's Series A Preferred Stock Purchase Warrant.
4.4+ Form of Registrant's Series C Preferred Stock Purchase Warrant.
4.5+ Form of Registrant's Common Stock Purchase Warrant.
4.6+ Form of Registrant's Signing Warrant.
4.7+ Form of Registrant's AGR Warrant.
4.8+ Form of Amended and Restated Investor Rights Agreement dated No-
vember 7, 1997 among the Registrant and the other parties named
therein.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
-------- -----------
<C> <S>
4.9** Form of Agreement and Plan of Reorganization dated May 13, 1998 among
the Registrant, USWeb Acquisition Corporation 121, Gray Peak Technol-
ogies, Inc. and other individuals and entities named therein.
4.10*** Agreement and Plan of Reorganization dated September 1, 1998 among
the Registrant, USWeb Acquisition Corporation No. 134 and CKS Group,
Inc. (see Annex A to Joint Proxy Statement/Prospectus contained in
this Registration Statement).
4.11*** Form of USWeb Corporation Holder Agreement among Registrant, CKS
Group, Inc. and certain stockholders of Registrant dated September 1,
1998 (included in Exhibit 10.19).
5.1* Opinion of Wilson Sonsini Goodrich & Rosati regarding legality of the
securities being issued.
8.1* Opinion of Wilson Sonsini Goodrich & Rosati, as to tax matters.
8.2* Opinion of Gray Cary Ware & Freidenrich LLP, as to tax matters.
10.1+ Form of Indemnification Agreement entered into by the Registrant with
each of its directors and executive officers.
10.2+ 1996 Stock Option Plan and related agreements.
10.3++ 1996 Equity Compensation Plan and related agreements.
10.4++ 1997 Acquisition Stock Option Plan and related agreements.
10.5++ 1997 Employee Stock Purchase Plan.
10.6+ Form of Restricted Stock Purchase Agreement between the Registrant
and certain executive officers.
10.7+ Management Continuity Agreement between the Registrant and Joseph P.
Firmage.
10.8+ Management Continuity Agreement between the Registrant and Tobin Co-
rey.
10.9+ Management Continuity Agreement between the Registrant and Sheldon
Laube.
10.10+ Management Continuity Agreement between the Registrant and James J.
Heffernan.
10.11+ Form of Affiliate Agreement.
10.12+ Loan and Security Agreement dated September 29, 1997 between the Reg-
istrant and Silicon Valley Bank.
10.13+ Amendment, dated November 5, 1997 to Loan and Security Agreement
dated September 29, 1997 between the Registrant and Silicon Valley
Bank.
10.14+ Intel-USWeb Relationship Agreement dated as of November 7, 1997 be-
tween the Registrant and Microsoft Corporation.
10.15** Lease Agreement dated December 16, 1996 by and between the Company
and LAKESIDE DRIVE, INC. for 2880 Lakeside Drive, Santa Clara, CA
95054.
10.16** First Amendment to Lease Agreement dated July 23, 1997 by and between
the Company and LAKESIDE DRIVE, INC. for 2880 Lakeside Drive, Santa
Clara, CA 95054.
10.17*** Form of CKS Voting Agreement between Registrant and certain stock-
holders of CKS Group, Inc. dated September 1, 1998.
10.18*** Form of CKS Group, Inc. Holder Agreement among Registrant, CKS Group,
Inc. and certain stockholders of CKS Group, Inc. dated September 1,
1998.
10.19*** Form of USWeb Corporation Holder Agreement among Registrant, CKS
Group, Inc. and certain stockholders of Registrant dated September 1,
1998.
11.1*** Statement of computation of pro forma net loss per share.
21.1*** Subsidiaries of the Registrant.
23.1* Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibits 5.1
and 8.1).
23.2*** Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3*** Consent of KPMG Peat Marwick LLP, Independent Accountants.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
23.4*** Consent of Ernst & Young LLP, Independent Auditors.
23.5* Consent of Morgan Stanley & Co. Incorporated, financial advisor to
Registrant.
23.6* Consent of Goldman Sachs & Co., financial advisor to CKS Group, Inc.
23.7* Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 8.2).
24.1*** Power of Attorney.
27.1*** Financial Data Schedule.
99.1* Form of Registrant's Proxy.
99.2* Form of CKS Group, Inc. Proxy.
99.3 Founders' Letter.
</TABLE>
- ---------------------
+ Incorporated by reference from the Company's Registration Statement on Form
S-1 (No. 333-36827).
++ Incorporated by reference from the Company's Registration Statement on Form
S-8 filed on June 3, 1998 (No. 333-55893).
* To be filed by amendment.
** Incorporated by reference from the Company's Registration Statement on Form
S-4 (No. 333-38351).
*** Previously filed with this Registration Statement.
(b) Financial Statements Schedules
The information required to be set forth herein is incorporated by reference
to USWeb's Annual Report on Form 10-K for the fiscal year ended December 31,
1996 and CKS Group's Annual Report on Form 10-K for the fiscal year ended
November 30, 1997.
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate represent a fundamental change in the information set forth
in the registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-3
<PAGE>
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.
(6) That every prospectus (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(7) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(8) To supply by means of a post-effective amendment all required
information concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in the
registration statement when it became effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS OF FILING ON FORM S-4 AND HAS DULY CAUSED THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED IN THE CITY OF SANTA CLARA, STATE OF CALIFORNIA, ON
THE 15TH DAY OF SEPTEMBER, 1998.
USWEB CORPORATION
By: /s/ Carolyn V. Aver
----------------------------------
CAROLYN V. AVER
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 15TH DAY OF
SEPTEMBER, 1998 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
*
____________________________________ Chief Executive Officer and Chairman
JOSEPH FIRMAGE of the Board of Directors
(Principal Executive Officer)
/S/ CAROLYN AVER
____________________________________ Executive Vice President and Chief
CAROLYN AVER Financial Officer (Principal
Financial and Accounting Officer)
*
____________________________________ President, Chief Operating Officer
TOBIN COREY and Director
____________________________________
JEFFREY BALLOWE Director
*
____________________________________
JAMES DALEY Director
*
____________________________________
JAMES HEFFERNAN Director
*
____________________________________
ROBERT HOFF Director
____________________________________
JOSEPH MARENGI Director
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
____________________________________
GARY RIESCHEL Director
*
____________________________________
BARRY RUBENSTEIN Director
*
____________________________________
KLAUS SCHWAB Director
</TABLE>
/S/ CAROLYN V. AVER
*By: _____________________
CAROLYN V. AVER
ATTORNEY IN FACT
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ----------
<C> <S> <C>
3.1+ Amended and Restated Certificate of Incorporation of the
Registrant.
3.2+ Bylaws of the Registrant.
4.1+ Form of Registrant's Common Stock Certificate.
4.2+ Amended and Restated Investors' Rights Agreement dated
May 2, 1997 among the Registrant and the other parties
named therein.
4.3+ Form of Registrant's Series A Preferred Stock Purchase
Warrant.
4.4+ Form of Registrant's Series C Preferred Stock Purchase
Warrant.
4.5+ Form of Registrant's Common Stock Purchase Warrant.
4.6+ Form of Registrant's Signing Warrant.
4.7+ Form of Registrant's AGR Warrant.
4.8+ Form of Amended and Restated Investor Rights Agreement
dated November 7, 1997 among the Registrant and the
other parties named therein.
4.9** Form of Agreement and Plan of Reorganization dated May
13, 1998 among the Registrant, USWeb Acquisition Corpo-
ration 121, Gray Peak Technologies, Inc. and other indi-
viduals and entities named therein.
4.10*** Agreement and Plan of Reorganization dated September 1,
1998 among the Registrant, USWeb Acquisition Corporation
No. 134 and CKS Group, Inc. (see Annex A to Joint Proxy
Statement/Prospectus contained in this Registration
Statement).
4.11*** Form of USWeb Corporation Holder Agreement among Regis-
trant, CKS Group, Inc. and certain stockholders of Reg-
istrant dated September 1, 1998 (included in Exhibit
10.19).
5.1* Opinion of Wilson Sonsini Goodrich & Rosati regarding
legality of the securities being issued.
8.1* Opinion of Wilson Sonsini Goodrich & Rosati, as to tax
matters.
8.2* Opinion of Gray Cary Ware & Freidenrich LLP, as to tax
matters.
10.1+ Form of Indemnification Agreement entered into by the
Registrant with each of its directors and executive of-
ficers.
10.2+ 1996 Stock Option Plan and related agreements.
10.3++ 1996 Equity Compensation Plan and related agreements.
10.4++ 1997 Acquisition Stock Option Plan and related agree-
ments.
10.5++ 1997 Employee Stock Purchase Plan.
10.6+ Form of Restricted Stock Purchase Agreement between the
Registrant and certain executive officers.
10.7+ Management Continuity Agreement between the Registrant
and Joseph P. Firmage.
10.8+ Management Continuity Agreement between the Registrant
and Tobin Corey.
10.9+ Management Continuity Agreement between the Registrant
and Sheldon Laube.
10.10+ Management Continuity Agreement between the Registrant
and James J. Heffernan.
10.11+ Form of Affiliate Agreement.
10.12+ Loan and Security Agreement dated September 29, 1997 be-
tween the Registrant and Silicon Valley Bank.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ----------
<C> <S> <C>
10.13+ Amendment, dated November 5, 1997 to Loan and Security
Agreement dated September 29, 1997 between the Regis-
trant and Silicon Valley Bank.
10.14+ Intel-USWeb Relationship Agreement dated as of November
7, 1997 between the Registrant and Microsoft Corpora-
tion.
10.15** Lease Agreement dated December 16, 1996 by and between
the Company and LAKESIDE DRIVE, INC. for 2880 Lakeside
Drive, Santa Clara, CA 95054.
10.16** First Amendment to Lease Agreement dated July 23, 1997
by and between the Company and LAKESIDE DRIVE, INC. for
2880 Lakeside Drive, Santa Clara, CA 95054.
10.17*** Form of CKS Voting Agreement between Registrant and cer-
tain stockholders of CKS Group, Inc. dated September 1,
1998.
10.18*** Form of CKS Group, Inc. Holder Agreement among Regis-
trant, CKS Group, Inc. and certain stockholders of CKS
Group, Inc. dated September 1, 1998.
10.19*** Form of USWeb Corporation Holder Agreement among Regis-
trant, CKS Group, Inc. and certain stockholders of Reg-
istrant dated September 1, 1998.
11.1*** Statement of computation of pro forma net loss per
share.
21.1*** Subsidiaries of the Registrant.
23.1* Consent of Wilson Sonsini Goodrich & Rosati (included in
Exhibits 5.1 and 8.1).
23.2*** Consent of PricewaterhouseCoopers LLP, Independent Ac-
countants.
23.3*** Consent of KPMG Peat Marwick LLP, Independent Accoun-
tants.
23.4*** Consent of Ernst & Young LLP, Independent Auditors.
23.5* Consent of Morgan Stanley & Co. Incorporated, financial
advisor to Registrant.
23.6* Consent of Goldman Sachs & Co., financial advisor to CKS
Group, Inc.
23.7* Consent of Gray Cary Ware & Freidenrich LLP (included in
Exhibit 8.2).
24.1*** Power of Attorney.
27.1*** Financial Data Schedule.
99.1* Form of Registrant's Proxy.
99.2* Form of CKS Group, Inc. Proxy.
99.3 Founder's Letter.
</TABLE>
- ---------------------
+ Incorporated by reference from the Company's Registration Statement on Form
S-1 (No. 333-36827).
++ Incorporated by reference from the Company's Registration Statement on Form
S-8 filed on June 3, 1998 (No. 333-55893).
* To be filed by amendment.
** Incorporated by reference from the Company's Registration Statement on Form
S-4 (No. 333-38351).
*** Previously filed with this Registration Statement.
<PAGE>
Exhibit 99.3
September 14, 1998
Reinvent Communications
Founders' Letter
USWeb was founded to become the first worldwide technology consulting firm
focused on the Internet. We've brought together 1200 people in four countries
who learn new things every day -- by searching, studying, communicating,
transacting, perfecting, and marketing our clients' business through the use of
Internet technology. It's been expensive to build this company. But the
results have been on target, like 940% revenue growth for the second quarter of
1998, compared to the same period in 1997, while rapidly closing in on positive
cash flow.
We've built this company in Internet time, because the rise of the Internet may
be the most important single achievement in human history to date. Think about
that statement for a moment. It's true. We want to be ready for it. Everything
up to today is just the beginning.
Someday in the early 21st century, the Internet will be our television, our
telephone, and our e-mail in one. It will be the front door for our businesses,
libraries, schools, voting booths, and coffee shops. It will be our global
university, the stock exchange for nearly every good and service, and a chapel
for every faith. It will be the frontier for every youngster. Indeed, it will
be the doorway to the mind of humanity.
We therefore believe that all major companies must now move on Internet time, at
the speed of light. We're a living example of this.
Getting there from here represents a lot of change for the economy and for every
enterprise within it. Today, USWeb is defining strategies and building solutions
for 34 of the Fortune 100 as they respond to and capitalize on this change.
This is the business we have been in. It's the business we will always be in.
But up till now, we've been looking for a chance to strengthen our creative
offering. We needed to reinvent ourselves one more time.
We found the answer in CKS Group. If the Internet is the mind of humanity, then
USWeb is the left brain and CKS Group is the right. USWeb brings some of the
world's deepest Internet technical skill and CKS brings the world's best
creative imaginations to complete the picture for our clients. With talent
crossing every converging communications medium, our combined professionals will
be among the best thinkers, technicians and artisans of the next century. The
complementary strengths of the organizations should yield tremendous synergies.
And the name we've chosen together is Reinvent.
Some have asked, 'isn't that like reinventing the wheel?' Well, yes, in fact,
it is. We work for Harley-Davidson, and making a better wheel is exactly the
kind of ROI they're now receiving from the Extranet we built to manage their
warranty claims process. CKS is helping Apple reinvent itself
<PAGE>
with high impact branding and communications programs that have recently had a
significant impact on its brand and customer relationships.
When we come together near the end of 1998, after all the regulatory,
stockholder, and other approvals are in place, our professionals' expertise will
fall into four disciplines:
* Reinvent Strategies - the group of experts who pride themselves on
formulating breakthrough ideas in partnership with their clients,
reinventing business models and opening new market opportunities.
* Reinvent Networks - with the mission to help its IT clients architect,
construct, reconstruct, and operate fast, secure, scalable, and reliable
network systems, for both data and voice over Internet protocols.
* Reinvent Systems - staffed by some of the brightest and best-trained
application and database engineering experts in the world. They'll know
how to build Intranets, Extranets, and E-commerce systems tuned for the
Internet economy.
* Reinvent Marketing - the discipline that brings together the most creative
and spirited ideas for marketing a message to an audience. To tell
stories, market concepts, and ultimately capture the essence of our
clients' products and services and communicate their brands to the world.
Today we are still separate companies and we'll continue to act separately until
the merger is completed. But when we do come together, professionals from our
four professional services disciplines will partner with our clients to reinvent
businesses for the 21st century. And we'll keep advancing our strategy to
support and complement these four disciplines, as we implement the results of
our experts' research into the nature and future of the Internet itself as it
changes our economy. Stay tuned.
It's what we've been saying all along. It's the difference between the old
economy and the new one. The single most important fact that enterprises must
realize is that the Internet will demand that they redefine themselves
continually, forever. It's no longer enough to invent a great idea. You've
already done that. You need to reinvent them again to succeed in the Internet
economy.
We believe our company will be listed among the most important firms in the
history books of the future. Indeed, our firm will be there to help make the
future happen.
Joe Firmage, Chairman & CEO
Toby Corey, President & COO
Sheldon Laube, Chief Technology Officer
USWeb Corporation
<PAGE>
Readers are urged to review the Preliminary Joint Proxy Statement/Prospectus
filed with the Securities and Exchange Commission as part of the Registration
Statement on Form S-4 filed on September 14, 1998 for additional information
regarding the proposed USWeb/CKS merger. The Joint Proxy Statement/Prospectus
will be used to solicit proxies on behalf of the USWeb Board of Directors and
management, who in the aggregate may be deemed to have beneficial ownership of
approximately 25.4% of USWeb Corporation's outstanding Common Stock as of
September 1, 1998.
This letter contains "forward-looking statements" (as defined under securities
law) regarding the planned merger of USWeb and CKS Group, their operation as a
combined company, and the potential benefits to be derived. The companies'
actual results, including their ability to obtain stockholder approval, gain
regulatory clearance, complete the integration of the two entities, maintain
customer relationships, retain employees, maintain or increase market share,
grow the overall business, realize anticipated synergies, or reach any expected
revenue or earnings objectives, as well as the development of the Internet, its
importance in society and the contribution of CKS Group, may differ materially
and adversely from those discussed in this letter. Factors that may cause such
a difference include, without limitation, risks associated with acquisitions,
such as difficulties in integrating operations, loss of customer accounts,
inability to retain employees, decline in growth rate, challenges or costs
involved in combining technologies or services, degree of acceptance and
proliferation of the Internet in society, merger-related costs, adverse
fluctuations in stock prices, potential litigation, and diversion of management
attention from other business concerns. There can be no assurance that the
merger will be completed on the intended schedule, or at all, or that the
combined entities will be able to realize the intended benefits. For additional
information about factors that could affect the businesses of USWeb and CKS
Group, see the documents filed by the companies with the United States
Securities and Exchange Commission.
