CAREERBUILDER INC
S-1/A, 1999-04-21
PERSONAL SERVICES
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<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1999
    
 
                                                      REGISTRATION NO. 333-73469
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
   
                                AMENDMENT NO. 2
    
                                       TO
 
                                    FORM S-1
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            ------------------------
 
                              CAREERBUILDER, INC.
 
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                            ------------------------
 
<TABLE>
<S>                               <C>                               <C>
            DELAWARE                            7370                           54-1779164
(STATE OR OTHER JURISDICTION OF     (PRIMARY STANDARD INDUSTRIAL            (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)     CLASSIFICATION CODE NUMBER)          IDENTIFICATION NUMBER)
</TABLE>
 
                            ------------------------
 
                            11495 SUNSET HILLS ROAD
                             RESTON, VIRGINIA 20190
                                 (703) 709-1001
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                            ------------------------
 
                               ROBERT J. MCGOVERN
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              CAREERBUILDER, INC.
                            11495 SUNSET HILLS ROAD
                             RESTON, VIRGINIA 20190
                                 (703) 709-1001
               (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                            ------------------------
 
                                   Copies to:
 
<TABLE>
<S>                                                 <C>
              DAVID SYLVESTER, ESQ.                               JOCELYN M. AREL, ESQ.
               BRENT B. SILER, ESQ.                          TESTA, HURWITZ & THIBEAULT, LLP
                HALE AND DORR LLP                                   HIGH STREET TOWER
           1455 PENNSYLVANIA AVENUE, NW                              125 HIGH STREET
              WASHINGTON, D.C. 20004                                 BOSTON, MA 02110
            TELEPHONE: (202) 942-8400                           TELEPHONE: (617) 248-7000
             TELECOPY: (202) 942-8484                            TELECOPY: (617) 248-7100
</TABLE>
 
                            ------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date hereof.
 
    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
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.  [ ]
- ---------
 
    If this form is a post-effective amendment filed pursuant to Rule 462(c)
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.  [ ]
- ---------
 
    If 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.  [ ]
- ---------
 
   
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.  [ ]
    
 
   
    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>   2
 
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
 
   
                  SUBJECT TO COMPLETION, DATED APRIL 21, 1999
    
 
                                4,500,000 SHARES
                              [CAREERBUILDER LOGO]
 
                                  COMMON STOCK
 
                           -------------------------
 
     We are selling 4,400,000 shares of common stock and the selling
stockholders are selling 100,000 shares of common stock. We will not receive any
of the proceeds from the shares of common stock sold by the selling
stockholders.
 
     The underwriters have an option to purchase a maximum of 675,000 additional
shares from us to cover over-allotments of shares.
 
     Prior to this offering, there has been no public market for the common
stock. The initial public offering price of the common stock is expected to be
between $10.00 and $12.00 per share. We have applied to list the common stock on
The Nasdaq Stock Market's National Market under the symbol "CBDR".
 
   
     INVESTING IN THE COMMON STOCK INVOLVES MATERIAL RISKS. SEE "RISK FACTORS"
STARTING ON PAGE 5.
    
 
<TABLE>
<CAPTION>
                                               UNDERWRITING
                                    PRICE TO   DISCOUNTS AND    PROCEEDS TO        PROCEEDS TO
                                     PUBLIC     COMMISSIONS    CAREERBUILDER   SELLING STOCKHOLDERS
                                    --------   -------------   -------------   --------------------
<S>                                 <C>        <C>             <C>             <C>
Per Share.........................     $             $               $                  $
Total.............................     $             $               $                  $
</TABLE>
 
     Delivery of the shares of common stock will be made on or about
                  , 1999, against payment in immediately available funds.
 
     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
 
CREDIT SUISSE FIRST BOSTON
                BANCBOSTON ROBERTSON STEPHENS
 
                                HAMBRECHT & QUIST
 
                                             FRIEDMAN BILLINGS RAMSEY
 
                    Prospectus dated                , 1999.
<PAGE>   3
 
   
     The graphic on the inside front cover has the headline "The CareerBuilder
Network" centered on the top of the page. The words "careerbuilder NETWORK" in
stylized text is centered in the middle of the page. Emanating from this hub, in
spoke-like fashion are the logos of the members of the CareerBuilder Network.
    
<PAGE>   4
 
   
     The graphic on the gatefold page has a headline across the top of the page
reading "Connecting Employers with Qualified Candidates," under which is printed
in smaller type "The right person for the job -- and the right job for the
person." Beneath the headline are two arrows, the first pointing to the left
with the word "Employers" next to it and the second arrow pointing to the right
with the words "Job Seekers" next to it. Immediately below the arrows, down the
center of the graphic are overlapping Web pages for CareerBuilder.com and four
members of the CareerBuilder Network.
    
 
     To the left of these Web pages, the following six steps of the employer's
process are listed from top to bottom on the page:
 
1.  EMPLOYER COMPOSES JOB AD
 
     Urgently needing a qualified engineer for his Dallas-based high-tech
     company, the HR manager writes an advertisement from his internet
     recruiting desktop. The ad specifies at least 10 years of experience in
     software engineering and fluency in Spanish.
 
2.  ADVERTISE ON TARGETED JOB SITES
 
     The HR manager can post the ad on his choice of up to 20 premier internet
     career sites on the CareerBuilder Network to attract job seekers with the
     skills needed. He can even target sites to help meet diversity goals. To
     find the Spanish-speaking software engineer, he selects these target sites.
 
3.  RESUMES BEGIN TO ARRIVE
 
     Resumes may begin to arrive almost immediately. Most of the applicants
     offer qualifications in the key areas of software engineering and language
     skills. The HR manager scores and routes resumes to the hiring team.
 
4.  MEASURE RESULTS AND OPTIMIZE PROGRAM
 
     The HR manager tracks and measures search results, and adjusts job postings
     for further efficiency. He knows the quantity and quality of resumes
     received, where they have been routed, and who has responded. Resume
     receipt is automatically acknowledged to applicants.
 
5.  OFFER MADE TO CANDIDATE
 
6.  ONE INVOICE -- ONE VENDOR
 
     To the right of the Web pages, the following four steps of the job seekers'
process are listed from top to bottom on the page:
 
1.  JOB SEEKER LOGS ON
 
     Hoping to put both her language and programming skills to use, the engineer
     logs on to conduct a quick search for job possibilities. She visits CNET,
     as always, to check for jobs in her field.
 
2.  SEARCHES FOR A JOB
 
     The engineer scans the job listings, focusing on positions matching her
     professional criteria -- she'll waste no time reading job descriptions that
     have nothing to do with her career.
 
3.  FINDS A PROMISING ONE
 
     The programming job at the Dallas high-tech firm appears to be ideal for
     her -- with just the right amount of increased responsibility and the
     opportunity to work with a bilingual staff.
 
4.  SENDS A RESUME
 
     Submitting her resume is quick and easy. The engineer scans it for any
     last-minute edits, then sends it off with a single click -- the career site
     listing contains a direct link to the hiring company. Within minutes she
     receives confirmation of resume receipt, and in days, the telephone
     rings -- and she begins packing.
<PAGE>   5
 
     Centered at the bottom of the page are two arrows beginning on either side
of the graphic and pointing to a smiling face located between them. Centered
below that the words "Candidate Accepts Offer" and centered beneath that phrase
are the words "Position Filled."
<PAGE>   6
 
                               ------------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
PROSPECTUS SUMMARY..........................................    2
RISK FACTORS................................................    5
USE OF PROCEEDS.............................................   19
DIVIDEND POLICY.............................................   19
CAPITALIZATION..............................................   20
DILUTION....................................................   21
SELECTED FINANCIAL DATA.....................................   22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS.................................   24
BUSINESS....................................................   34
MANAGEMENT..................................................   44
CERTAIN TRANSACTIONS........................................   50
PRINCIPAL AND SELLING STOCKHOLDERS..........................   54
DESCRIPTION OF CAPITAL STOCK................................   57
SHARES ELIGIBLE FOR FUTURE SALE.............................   60
UNDERWRITING................................................   62
NOTICE TO CANADIAN RESIDENTS................................   65
LEGAL MATTERS...............................................   67
EXPERTS.....................................................   67
ADDITIONAL INFORMATION......................................   67
INDEX TO FINANCIAL STATEMENTS...............................  F-1
</TABLE>
    
 
                               ------------------
 
     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
 
     "CareerBuilder(R)," "TeamBuilder(R)," "CareerBuilder Achieve(R),"
"CareerBuilder Network," "TeamBuilder Online," "Personal Search Agent," "PSA"
and the CareerBuilder logo are trademarks or service marks of CareerBuilder.
Other trademarks or service marks appearing in this prospectus are the property
of their respective holders.
 
   
                     DEALER PROSPECTUS DELIVERY OBLIGATION
    
 
   
     UNTIL                , 1999 (25 DAYS AFTER THE COMMENCEMENT OF THE
OFFERING), ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR
NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN
ACTING AS AN UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
    
 
                                        1
<PAGE>   7
 
                               PROSPECTUS SUMMARY
 
     This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information you
should consider before investing in the common stock. You should read the entire
prospectus carefully. Unless otherwise indicated, all information contained in
this prospectus assumes that the underwriters will not exercise their over-
allotment option and reflects the mandatory conversion into common stock of all
outstanding shares of preferred stock upon the closing of this offering. This
prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements for reasons such as those set forth under
"Risk Factors."
 
                              CAREERBUILDER, INC.
 
   
     We provide comprehensive online recruitment product and service offerings
for employers and job seekers. We bring employers and job seekers together by:
    
 
   
     - providing employers with the ability to advertise job openings and manage
       their online recruiting efforts on a network of integrated Internet
       sites, including CareerBuilder.com and career sites for 21 premier
       interactive media companies, including cYnet, Business Week, USA Today
       and NBC Interactive; and
    
 
     - providing job seekers with the tools to find, explore, evaluate and
       compare job opportunities.
 
At March 31, 1999, more than 645 employers subscribed for our offerings, and job
seekers had registered over 420,000 "Personal Search Agents" reflecting their
preferences and job search characteristics.
 
     The emergence of the Internet and the growth in its use have created an
opportunity to more efficiently recruit job seekers. Companies from a broad
range of industries are expected to do at least a portion of their employee
recruiting over the Internet. Forrester Research, Inc., an independent research
firm, estimates that the size of the online recruitment market will be $1.7
billion by 2003, an increase from $105 million in 1998. Forrester also forecasts
that, by 2003, most large companies, 60% of medium-sized companies and 20% of
small companies will use the Internet for recruiting purposes.
 
     We believe there is significant need for online recruitment offerings that
leverage the attributes of the Internet. These offerings should enable employers
both to advertise job openings on a variety of sites and to focus their
recruiting efforts on select communities of potential employees. These offerings
should also be easily accessible to employers, allowing them to effectively
manage their online recruiting efforts, and should allow potential job seekers
to easily locate, compare, explore, evaluate and apply for jobs.
 
     Our solution is to provide offerings which fulfill these online recruitment
needs. Our offerings consist of:
 
   
     - THE CAREERBUILDER NETWORK.  The CareerBuilder Network consists of
       CareerBuilder.com and career sites located on the Internet sites of 21
       premier interactive media companies. Through the use of the CareerBuilder
       Network, an employer can directly solicit and target job seekers in a
       broad range of online communities.
    
 
   
     - CAREERBUILDER.COM.  CareerBuilder.com is the flagship site of the
       CareerBuilder Network.
    
 
     - TEAMBUILDER.  TeamBuilder consists of TeamBuilder Online and TeamBuilder
       Software. Through the use of TeamBuilder, employers can access the
       CareerBuilder Network to post job advertisements and manage their online
       recruiting efforts.
 
     At March 31, 1999, our customer base included more than 645 employers who
have subscribed for our offerings, in industries such as technology, financial
services, health care, professional services,
                                        2
<PAGE>   8
 
   
retail and telecommunications/communications. These customers include Microsoft
Corporation, Network Associates, Inc., Capital One Financial Corporation,
PricewaterhouseCoopers LLP, Bristol-Myers Squibb Company, Bowne & Co., Inc., GTE
Internetworking and Taco Bell. A more complete list of our representative
customers appears on page 41.
    
 
     Our strategy is to be the leading provider of online recruitment offerings.
To do this, we plan to:
 
     - enhance and expand our online recruitment offerings;
     - employ a multi-channel sales strategy to address a greater portion of the
       recruitment market;
     - expand the CareerBuilder Network;
     - strengthen CareerBuilder.com as a premier branded career site on the
       Internet;
     - expand internationally; and
     - pursue acquisitions of providers of related online recruitment services.
 
     We sell our online recruitment offerings through our own direct and
telesales organizations and through the 470-person major accounts division sales
force of Automatic Data Processing, Inc., or ADP, which is our primary sales
channel for customers with between 100 and 1000 employees. ADP is a provider of
payroll processing and other human resource services.
 
     We were incorporated in Delaware on November 6, 1995 under the name
NetStart, Inc. and changed our name to CareerBuilder, Inc. on March 2, 1998. Our
principal office is located at 11495 Sunset Hills Road, Reston, Virginia 20190.
Our telephone number is (703)709-1001.
 
                                  THE OFFERING
 
Common stock offered by us...............     4,400,000 shares
 
Common stock offered by the selling
stockholders.............................     100,000 shares
 
   
Common stock to be outstanding after the
offering.................................     21,330,177 shares
    
 
Proposed Nasdaq National Market symbol...     CBDR
 
   
Use of proceeds..........................     - repayment of $2.3 million of
                                              debt;
    
                                              - working capital;
                                              - general corporate purposes; and
                                              - potential acquisitions.
 
   
The number of shares of common stock to be outstanding after the offering
excludes (1) an aggregate of 3,300,000 shares of common stock reserved for
issuance under our stock plans, of which 1,375,843 shares were subject to
outstanding options as of March 31, 1999 at a weighted average exercise price of
$1.43 per share and (2) 567,889 shares of common stock issuable upon exercise of
outstanding warrants at a weighted average exercise price of $11.02 per share.
See "Management -- Stock Plans," "Description of Capital Stock -- Warrants" and
Note 8 of Notes to Financial Statements.
    
                                        3
<PAGE>   9
 
                             SUMMARY FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   
<TABLE>
<CAPTION>
                                             PERIOD FROM
                                              INCEPTION
                                           (NOVEMBER 1995)                                    THREE MONTHS
                                               THROUGH         YEAR ENDED DECEMBER 31,       ENDED MARCH 31,
                                            DECEMBER 31,     ----------------------------   -----------------
                                                1995          1996      1997       1998      1998      1999
                                           ---------------   -------   -------   --------   -------   -------
<S>                                        <C>               <C>       <C>       <C>        <C>       <C>
STATEMENT OF OPERATIONS DATA:
Total revenue............................      $   --        $   138   $ 1,925   $  7,006   $ 1,054   $ 2,806
Gross profit.............................          --            102     1,608      5,315       864     1,689
Income (loss) from operations............         (52)        (2,412)   (7,421)   (12,018)   (3,094)   (4,345)
Net income (loss)........................         (52)        (2,416)   (7,314)   (11,987)   (3,086)   (4,448)
Preferred stock dividend requirements....          --            (71)     (549)    (1,128)     (228)     (466)
Net income (loss) available to common
  stockholders...........................         (52)        (2,487)   (7,863)   (13,115)   (3,314)   (4,914)
Basic and diluted net income (loss)
  available per share....................      $(0.01)       $ (0.48)  $ (1.80)  $  (2.92)  ($ 0.76)  $ (1.00)
Shares used to compute basic and diluted
  net income (loss) available per
  share..................................       5,468          5,133     4,366      4,494     4,371     4,928
Unaudited pro forma basic and diluted net
  income (loss) per share................                                        $  (0.87)            $ (0.27)
Shares used to compute unaudited pro
  forma basic and diluted net income
  (loss) per share.......................                                          13,850              16,223
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                               AS OF MARCH 31, 1999
                                                              ----------------------
                                                               ACTUAL    AS ADJUSTED
                                                              --------   -----------
<S>                                                           <C>        <C>
BALANCE SHEET DATA:
Cash and cash equivalents...................................  $ 10,214     $52,126
Working capital (deficit)...................................     2,547      46,759
Total assets................................................    14,161      56,073
Convertible preferred stock.................................    29,917          --
Total stockholders' equity (deficit)........................   (25,866)     48,263
</TABLE>
    
 
- -------------------------
   
For an explanation of basic and diluted net income (loss) available per share,
unaudited pro forma basic and diluted net income (loss) per share and the
weighted average shares used to determine the basic and diluted net income
(loss) available per share and unaudited pro forma basic and diluted net income
(loss) per share, see Note 2 of Notes to Financial Statements.
    
 
   
The as adjusted balance sheet data give effect to the sale of the 4,400,000
shares of common stock offered by us in the offering at an assumed initial
public offering price of $11.00 per share, after deducting the estimated
underwriting discounts and commissions and offering expenses payable by us and
the use of a portion of the proceeds to repay the outstanding balance on our
bridge loan and the conversion of all shares of preferred stock into common
stock, which will occur automatically upon the closing of this offering.
    
                                        4
<PAGE>   10
 
                                  RISK FACTORS
 
     This offering involves a high degree of risk. You should carefully consider
the risks described below and the other information in this prospectus,
including our financial statements and related notes, before you purchase any
common stock.
 
   
WE ARE A YOUNG COMPANY SO WE HAVE ONLY A LIMITED OPERATING HISTORY WITH WHICH
YOU CAN EVALUATE OUR BUSINESS AND PROSPECTS
    
 
   
     We commenced operations in November of 1995, recorded our first revenue in
the third quarter of 1996 and introduced the first commercial version of
TeamBuilder Online in November 1997. Accordingly, we have only a limited
operating history with which you can evaluate our business and prospects. In
addition, our prospects must be considered in light of the uncertainties
encountered by companies in the early stages of development in new and rapidly
evolving markets, specifically the online recruitment market. Some of the
uncertainties we face include:
    
 
     - our ability to attract and retain a larger number of employers to recruit
       online using the CareerBuilder Network instead of other online
       recruitment providers and traditional recruiting methods;
 
     - our ability to attract a larger number of job seekers to the
       CareerBuilder.com flagship site and our interactive media company
       affiliates' ability to continue to attract potential job seekers to the
       other sites on the CareerBuilder Network; and
 
     - our ability to maintain our current, and add new, online interactive
       media companies to the CareerBuilder Network.
 
     If we fail to manage these risks successfully, our business, results of
operations and financial condition will be materially and adversely affected.
 
WE HAVE A HISTORY OF LOSSES AND MAY NOT BE PROFITABLE IN THE FUTURE
 
   
     We have incurred substantial net losses in every fiscal period since we
began operations. For the year ended December 31, 1998, our net loss was $12.0
million. For the quarter ended March 31, 1999, our net loss was $4.4 million. As
of March 31, 1999, our accumulated deficit was approximately $26.2 million. We
are not certain when we will become profitable, if at all. Even if we do achieve
profitability, we may not sustain or increase profitability on a quarterly or
annual basis. Failure to achieve or maintain profitability may materially and
adversely affect the market price of our common stock. We have generated
relatively small amounts of revenue until recent fiscal quarters, while
increasing operating expenditures in all areas, particularly in sales and
marketing. If revenues grow more slowly than we anticipate, or if operating
expenses exceed our expectations or cannot be adjusted accordingly, our
business, results of operations and financial condition will be materially and
adversely affected.
    
 
   
OUR QUARTERLY RESULTS MAY FLUCTUATE, WHICH COULD CAUSE THE PRICE OF OUR COMMON
STOCK TO FALL
    
 
     Our quarterly revenue and results of operations are difficult to predict
and may fluctuate significantly from quarter to quarter. If our quarterly
revenue or results of operations fall below expectations of investors or public
market analysts, the price of our common stock could fall substantially. Our
quarterly revenue is difficult to predict and our results of operations may
fluctuate for several reasons, including:
 
     - the online recruitment market is at an early stage of development and
       therefore it is difficult to predict customer demand for online
       recruitment offerings;
 
   
     - ADP is our principal sales channel for customers with 100 to 1,000
       employees and represented approximately 34% of our total revenue in the
       quarter ended March 31, 1999. We have no
    
 
                                        5
<PAGE>   11
 
       control over ADP's selling efforts and these efforts will significantly
       affect our results of operations in any quarter;
 
   
     - customers may choose to pay for our services on a per-job posting basis,
       instead of a multi-month subscription basis; to the extent a greater
       proportion of our revenue is attributable to customers who choose to pay
       on a per-job posting basis, our operating results may fluctuate to a
       greater extent from period to period; for the quarter ended March 31,
       1999, revenue attributable to customers who chose to pay on a per-job
       posting basis accounted for approximately 4% of our total revenue;
    
 
     - our cost of revenue, and therefore our operating results, are affected by
       the allocation of our customers' job advertisements among the
       CareerBuilder.com site and the other sites on the CareerBuilder Network;
       and
 
   
     - our cost of revenue is affected by the relative mix of sales between our
       sales force and sales made through ADP; for the quarter ended March 31,
       1999, we paid sales commissions to ADP of approximately $386,000, or
       approximately 39% of revenue received from customers for which ADP acted
       as sales agent.
    
 
     A significant percentage of our expenses, such as employee compensation and
rent, are relatively fixed. Moreover, our expense levels are based, in part, on
our expectations of future revenue. As a result, any shortfall in revenue in
relation to our expectations could cause significant changes in our results of
operations from quarter to quarter and could result in increased or continued
quarterly losses.
 
     Because of these factors, we believe that period to period comparisons of
our results of operations are not necessarily meaningful, and therefore you
should not rely on our quarterly revenue and results of operations to predict
our future performance.
 
OUR EARNINGS MAY FLUCTUATE SEASONALLY, WHICH MAY AFFECT OUR FINANCIAL RESULTS
 
     Because our online recruitment business model is new, we do not know if the
online recruitment market is subject to seasonal fluctuations. We believe that
revenue from print media, recruiting search firms and other traditional
recruiting services are generally lower in the months of August, November and
December because of reduced recruiting and job search activity during vacation
periods and holiday seasons. As the online recruitment market develops, we may
find that similar seasonal and cyclical patterns characterize online recruiting
or we may discover other seasonal patterns. In addition, we believe that we may
experience lower sales through our ADP sales channel from November through
January because of a year-end focus by ADP's sales force on ADP's core business,
which may adversely affect our revenue. If seasonal fluctuations develop in the
online recruitment market or as a result of ADP's selling efforts, our business,
results of operations and financial condition could be materially and adversely
affected.
 
OUR BUSINESS COULD BE ADVERSELY AFFECTED BY A RECESSION, WHICH MAY AFFECT OUR
FINANCIAL RESULTS
 
     Online recruitment is a new industry and we do not know how sensitive our
industry is to general economic conditions. Demand for online recruitment
offerings may be significantly and adversely affected by the level of economic
activity and employment in the United States and abroad. A recession could cause
employers to reduce or postpone their recruiting efforts generally, and their
online recruiting efforts in particular. Therefore, if a significant economic
downturn or recession occurs in the United States or abroad, our business,
results of operations and financial condition could be materially and adversely
affected.
 
WE ARE DEPENDENT ON ADP'S SALES FORCE FOR A SIGNIFICANT PORTION OF OUR REVENUE
 
   
     ADP is our principal sales channel for customers with between 100 and 1,000
employees. Sales of our offerings by ADP accounted for approximately 34% of our
total revenue in the quarter ended
    
 
                                        6
<PAGE>   12
 
   
March 31, 1999, as compared to 21% in the quarter ended December 31, 1998. We
expect ADP's contribution to our revenue to continue to increase at least
through 1999. Our existing agreement with ADP may be terminated by ADP at any
time after January 2002 upon 120 days notice. It is possible that ADP's sales
force will not continue to market our services beyond January 2002.
    
 
   
     ADP may not continue to market our services at the current levels even
during the remaining term of the agreement. Under our agreement, ADP is not
required to achieve specific revenue targets. Based on our current revenue, our
agreement with ADP provides for sales commissions to ADP ranging from 33 1/3% to
50% of revenue generated by a customer for which ADP acted as a sales agent. ADP
must meet revenue-based milestones for installments under a warrant we issued to
ADP to purchase shares of our common stock to vest. A more complete description
of these revenue milestones and the vesting of the ADP warrant is located in
"Certain Transactions -- Transactions with ADP." Our agreement with ADP
generally prohibits us from entering into any reseller, distribution or similar
agreement with any other payroll or benefits administration provider. Moreover,
under the terms of the ADP agreement, if ADP determines that the CareerBuilder
Network or TeamBuilder Online have material inadequacies that reduce their
ability to perform competitively in relation to other online recruiting
products, we must correct the deficiencies specified by ADP. If we fail to
correct those deficiencies, ADP is free to market alternative online recruitment
services, including those of our competitors, during the term of our agreement.
Even after the termination of our agreement with ADP, ADP will continue to
receive its share of recurring sales commission revenue derived from customers
originally identified by ADP in its capacity as a sales agent for as long as
these customers continue to receive any of our services for which orders were
procured by ADP.
    
 
     We may not be able to attract a sufficient number of employer customers
without the ADP sales channel. In addition, we may compete with ADP for sales of
our services to companies employing between 500 and 1,000 persons. It is
possible that we may not manage this channel conflict effectively and that our
relationship with ADP could be materially and adversely affected. If our
relationship with ADP is discontinued or damaged, or if the level of sales
through the ADP channel is lower than expected, our business, results of
operations and financial condition would be materially and adversely affected.
See "Certain Transactions -- Transactions with ADP."
 
WE COULD BE REQUIRED TO RECORD SIGNIFICANT EXPENSES IF ADP ACHIEVES REVENUE
GOALS
 
   
     If ADP achieves specified revenue-based milestones, a warrant to purchase
shares of common stock will become exercisable to purchase up to 380,000 shares
of common stock commencing on each of March 31, 2001 and March 31, 2002 at an
exercise price of $5.00 per share. The revenue-based milestones are measured for
a specific time period by subtracting from total revenue received from customers
for which ADP has acted as sales agent, sales commissions paid to ADP. In order
for the March 2001 installment of the warrant to vest, revenue minus sales
commission for the period from March 1, 1999 through March 30, 2001 must exceed
$10.2 million. In order for the minimum number of shares under the March 2002
installment to vest, revenue minus sales commission for the period from April 1,
2001 through March 30, 2002 must exceed $23.0 million, with $30.0 million
required for the maximum number of shares issuable under the installment to
vest. These milestones are not projections but are solely milestones ADP must
achieve for their warrants to vest. The ADP warrant contains provisions that
increase the number of shares for which the warrant is exercisable if we issue
additional shares, particularly for financing purposes. The maximum number of
shares that are issuable upon exercise of each remaining installment of the
warrant is currently 457,026 shares based on current antidilution calculations.
The shares sold in this offering will not cause an increase in the number of
shares for which the warrant is exercisable. After the completion of this
offering, these provisions are limited so that the number of shares of common
stock for which each of the installments of the warrant may be exercisable is
limited to a maximum of 502,729 shares. For more information regarding this
warrant, see "Certain Transactions -- Transactions with ADP."
    
 
                                        7
<PAGE>   13
 
     If and when it becomes probable that the net revenue we will receive from
ADP will reach the necessary level for either installment of the warrant to
vest, we would begin to record an expense reflecting the fair value of the
warrant, which will be determined in part based on the market price of the
common stock. We would begin to recognize this expense on the determination of
probability that the revenue targets would be achieved, continuing through the
actual vesting date. We would initially estimate the amount of the expense at
the time of the determination that achievement is probable, based in part on the
market price of the common stock at that time. At the time of actual vesting,
the fair value of the warrant would be remeasured and, if different from the
value used in initially estimating the expense, the difference would be
reflected as an additional charge or credit at that time. Accordingly, the
higher our stock price is at the time probability is determined, or the actual
vesting occurs, the more significant would be the expense we would be required
to record. That expense could be spread over multiple quarters or concentrated
in one quarter. If we are required to record significant expense, our results of
operations for that period could fall below the expectations of our investors or
public market analysts, which could cause the price of our common stock to fall
substantially.
 
THE INTERNET IS UNPROVEN AS A RECRUITING MEDIUM
 
     Our future is highly dependent on a significant increase in the use of the
Internet as a recruiting medium. The online recruitment market is new and
rapidly evolving, and we cannot yet gauge its effectiveness as compared to
traditional recruiting methods. As a result, demand and market acceptance of
online recruitment offerings are uncertain. Most of our current and potential
employer customers have little or no experience using the Internet for
recruiting purposes and have allocated only a limited portion of their
recruiting budgets to online recruiting. The adoption of online recruiting,
particularly by those entities that have historically relied upon traditional
methods of recruiting, requires the acceptance of a new way of conducting
business, exchanging information and advertising for jobs. Such customers may
find online recruiting to be less effective for meeting their hiring needs
relative to traditional methods of recruiting employees. We cannot assure you
that the online recruitment market will continue to emerge or become
sustainable. If the online recruitment market fails to develop or develops more
slowly than we expect, our business, results of operations and financial
condition would be materially and adversely affected.
 
OUR BUSINESS MODEL IS UNPROVEN
 
     We first recorded revenue in September 1996 from sales of TeamBuilder
Software. At that time, software sales were a significant component of our
revenue. Beginning in late 1997, we began offering online subscriptions by means
of TeamBuilder Online and software sales became a smaller component of our
revenue. In May 1998, we again evolved our business model when we introduced the
CareerBuilder Network, enabling our customers to advertise job openings across a
network of affiliate sites. Accordingly, our business model and profit potential
are unproven. To be successful, we must develop and market online recruitment
offerings that achieve broad market acceptance by employers, job seekers and
interactive media companies. In addition, CareerBuilder.com and the
CareerBuilder Network affiliate sites must generate sufficient job seeker
traffic with demographic characteristics attractive to our employer customers.
 
     It is possible that we will be required to further adapt our business model
in response to additional changes in the online recruitment market or if our
current business model is not successful. If we are not able to anticipate
changes in the online recruitment market or if our business model is not
successful, our business, financial condition and results of operations would be
materially and adversely affected.
 
                                        8
<PAGE>   14
 
WE MAY BE UNABLE TO CONTINUE TO BUILD AWARENESS OF THE "CAREERBUILDER.COM" BRAND
NAME
 
   
     We believe that continuing to build awareness of the "CareerBuilder.com"
brand name is critical to achieving widespread acceptance of our online
recruitment offerings. Brand recognition is a key differentiating factor among
providers of online recruitment offerings and we believe it could become more
important as competition in the online recruitment market increases. From
November 1995 to March 31, 1999, we have recorded approximately $25.1 million in
sales and marketing expenses. We may find it necessary to accelerate
expenditures on our sales and marketing efforts or otherwise increase our
financial commitment to creating and maintaining brand awareness among potential
customers. If we fail to successfully promote and maintain our brand or incur
significant expenses in promoting our brand, our business, results of operations
and financial condition could be materially and adversely affected.
    
 
WE MAY HAVE DIFFICULTY MAINTAINING AND EXPANDING THE CAREERBUILDER NETWORK
 
   
     We believe that a primary reason the CareerBuilder Network is valuable to
employers is that the websites of the premier interactive media companies who
have executed agreements with us for the development of career sites to be a
part of the CareerBuilder Network appeal to a variety of distinct Internet user
communities in strategic broad-based, vertical, geographic and diversity
categories. Our agreements with these CareerBuilder Network affiliate members
generally have one-year terms, subject to extension. As of the date of this
prospectus, all of the affiliate agreements that have reached the end of their
initial terms have been renewed. However, although presently we have no reason
to believe that any of our affiliate members will not renew their current
agreements, we cannot be sure that in the future all affiliate agreements will
be renewed. In addition, one of our key business strategies is to expand the
CareerBuilder Network by adding additional interactive media affiliates
targeting a variety of distinct online audiences. If an affiliate member
declines to renew its agreement with us and withdraws from the CareerBuilder
Network, and if we are unable to find a suitable replacement for that affiliate
member, or if we otherwise are not successful in our efforts to expand the
CareerBuilder Network, the CareerBuilder Network may be less valuable to
employers, and our business, results of operations and financial condition could
be materially and adversely affected.
    
 
OUR PLANS FOR INTERNATIONAL EXPANSION MAY NOT SUCCEED
 
     Our strategy includes expansion into international markets through a
combination of partnerships, acquisitions and internal business expansion. Our
future international operations might not succeed for a number or reasons,
including:
 
     - difficulties in staffing and managing foreign operations;
 
     - competition from local and foreign-based recruitment services;
 
     - legal uncertainties inherent in transnational operations such as export
       and import regulations, tariffs and other trade barriers;
 
     - taxation issues;
 
     - unexpected changes in trading policies, regulatory requirements and
       exchange rates;
 
     - operational issues such as longer customer payment cycles and greater
       difficulties in collecting accounts receivable;
 
     - seasonal reductions in business activity;
 
     - language and cultural differences;
 
                                        9
<PAGE>   15
 
     - issues relating to uncertainties of laws and enforcement relating to the
       protection of intellectual property; and
 
     - general political and economic trends.
 
   
     Accordingly, we may not be able to successfully execute our business plan
in foreign markets. If revenue from international ventures is not adequate to
cover our investment in those ventures, our business, results of operations and
financial condition could be materially and adversely affected.
    
 
WE MAY HAVE DIFFICULTY IN IDENTIFYING AND COMPETING FOR ACQUISITION
OPPORTUNITIES
 
     Our business strategy includes the pursuit of strategic acquisitions. From
time to time, we have engaged in discussions with third parties concerning
potential acquisitions of product lines, technologies and businesses. We
currently do not have active negotiations, commitments or agreements with
respect to any acquisition.
 
     In executing our acquisition strategy, we may be unable to identify
suitable acquisition candidates. In addition, we expect to face competition from
other providers of online recruitment solutions for acquisition candidates,
making it more difficult to acquire suitable companies on favorable terms.
 
PURSUING AND COMPLETING POTENTIAL ACQUISITIONS COULD DIVERT MANAGEMENT ATTENTION
AND FINANCIAL RESOURCES AND MAY NOT PRODUCE THE DESIRED BUSINESS RESULTS
 
     If we pursue any acquisition, our management could spend a significant
amount of time and effort in identifying, negotiating and completing the
acquisition. If we complete an acquisition, we may have to devote a significant
amount of time and management and financial resources to integrate the acquired
business with our existing business. To pay for an acquisition, we might use
capital stock, or cash, including the proceeds from this offering, or a
combination of both. Alternatively, we may borrow money from a bank or other
lender. If we use capital stock, our stockholders will experience dilution. If
we use cash or debt financing, our financial liquidity will be reduced. In
addition, from an accounting perspective, an acquisition may involve
non-recurring charges or involve amortization of significant amounts of goodwill
that could adversely affect our results of operations.
 
     Despite the investment of these management and financial resources, an
acquisition may not produce the revenue, earnings or business synergies that we
anticipated, and an acquired service or technology may not perform as expected
for a variety of reasons, including:
 
     - difficulties in the assimilation of the operations, technologies,
       products and personnel of the acquired company;
 
     - risks of entering markets in which we have no or limited prior
       experience;
 
     - the applicability of rules and regulations that might restrict our
       ability to operate; and
 
     - the potential loss of key employees of the acquired company.
 
     Accordingly, our acquisition efforts may not succeed, and the time, capital
and management and other resources spent on an acquisition that failed to meet
our expectations could cause our business, results of operations and financial
condition to be materially and adversely affected.
 
WE ARE EXPERIENCING RAPID GROWTH, WHICH MAY STRAIN OUR RESOURCES
 
     Our rapid growth has sometimes strained, and may in the future strain, our
managerial and other resources. Our acquisition strategy and plans for
international expansion could further increase our growth and place additional
burdens on our resources. Our ability to manage growth will depend, in part, on
our ability to continue to enhance our operating, financial and management
information systems. Our personnel, systems, procedures and controls may not be
adequate to support our growth. If we are unable to manage growth effectively,
our business, results of operations and financial condition could be materially
and adversely affected.
 
                                       10
<PAGE>   16
 
IF WE LOSE THE SERVICES OF A NUMBER OF KEY EXECUTIVES, OUR BUSINESS COULD SUFFER
 
     Our future success depends upon the skills, experience and efforts of our
executive officers and key technical employees, in particular Robert J.
McGovern, our Chairman of the Board, President and Chief Executive Officer. Mr.
McGovern founded CareerBuilder in 1995 and has been instrumental in determining
our structure, direction and focus. None of our employees have employment
agreements with us. If we lose the services of Mr. McGovern or any of our other
executive officers or other key employees, our business, results of operations
and financial condition could be materially and adversely affected.
 
WE MAY NOT BE ABLE TO HIRE AND RETAIN HIGHLY SKILLED EMPLOYEES, WHICH COULD
AFFECT OUR ABILITY TO COMPETE EFFECTIVELY
 
     We depend upon the ability to attract, hire, train and retain highly
skilled technical, sales and marketing, and support personnel, particularly with
expertise in Internet solutions and online recruiting. Competition for qualified
personnel throughout our industry is intense. If we fail to attract, hire or
retain such personnel, our business, results of operations and financial
condition could be materially and adversely affected. We may experience
difficulty providing the proper level of service to our customers or incur
increased costs due to rising salary and benefit levels. In particular, we plan
to expand our sales and marketing and customer support organizations. Based on
our experience, it takes an average of four months for a new salesperson to
achieve targeted levels of productivity. If we are not successful in hiring
additional qualified salespeople or increasing the productivity of our existing
sales force, our business, results of operations and financial condition could
be materially and adversely affected.
 
WE MAY LOSE BUSINESS IF WE FAIL TO KEEP PACE WITH RAPIDLY CHANGING TECHNOLOGIES
 
     Our success is dependent on our ability to develop new and enhanced
software, services and related products to meet rapidly evolving requirements
for online recruitment software and solutions. Trends that could have a critical
impact on our success include:
 
     - rapidly changing technology in the area of online recruiting;
 
     - evolving industry standards, including both formal and de facto standards
       relating to online recruiting;
 
     - developments and changes relating to the Internet;
 
     - competing products and services that offer increased functionality; and
 
     - changes in employer and job seeker requirements.
 
     If we are unable to develop and introduce new products and services, or
enhancements to existing products and services, in a timely and successful
manner, our business, results of operations and financial condition could be
materially and adversely affected.
 
WE HAVE SIGNIFICANT COMPETITION FROM A VARIETY OF SOURCES
 
     The market for online recruitment solutions is intensely competitive and
highly fragmented. We compete with companies, including recruiting search firms,
that offer a single database "job board" solution, such as Monster.com and
Career Mosaic, as well as newspapers, magazines and other traditional media
companies that provide online job search services, such as CareerPath.com. We
also compete with large Internet information hubs, or portals, such as AOL.com.
We may experience competition from potential customers to the extent that they
develop their own online recruitment offerings internally. In addition, we
compete with traditional recruiting services, such as newspapers and employee
recruiting agencies, for a share of employers' total recruiting budgets. We
expect to face additional competition as other established and emerging
companies, including print media companies and employee recruiting agencies with
established brands, enter the online recruitment
 
                                       11
<PAGE>   17
 
market. We may also face competition from organizations that choose to develop
online recruitment offerings internally. It is also possible that, as the online
recruitment market develops and new products and services are introduced, we may
face competition from the members of the CareerBuilder Network.
 
     Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, marketing and other
resources, greater brand recognition and a larger installed customer base than
we do. In addition, current and potential competitors may make strategic
acquisitions or establish cooperative relationships to expand their offerings
and to offer more comprehensive solutions.
 
     We believe that there will be rapid business consolidation in the online
recruitment industry. Accordingly, new competitors may emerge and rapidly
acquire significant market share. In addition, new technologies will likely
increase the competitive pressures that we face. The development of competing
technologies by market participants or the emergence of new industry standards
may adversely affect our competitive position. As a result of these and other
factors, if we are not able to compete effectively with current or future
competitors, our business, results of operations and financial condition could
be materially and adversely affected.
 
WE HAVE A NUMBER OF RISKS ASSOCIATED WITH THE YEAR 2000
 
     Computer systems and software must accept four digit entries to distinguish
21st century dates from 20th century dates. As a result, many software and
computer systems may need to be upgraded in order to be year 2000 compliant.
Significant uncertainties exist in the software industry concerning the
potential effects associated with the failure of computer systems and software
to be year 2000 compliant. We have completed an assessment of the year 2000
readiness of our products and systems. We cannot, however, be certain that we
have identified all of the potential risks to our business that could result
from matters related to the year 2000. We have identified the following risks
that you should be aware of:
 
     - UNDETECTED YEAR 2000 PROBLEMS COULD MATERIALLY AND ADVERSELY AFFECT OUR
       CURRENTLY SUPPORTED PRODUCTS.  We believe that all of the products and
       services we currently offer to our customers were year 2000 compliant at
       the time of installation or launch, and we have conducted tests to
       validate their compliance. We cannot be certain, however, that these
       tests would have detected all potential year 2000 problems. The failure
       of our currently supported products to be fully year 2000 compliant could
       result in claims by or liability to our customers, job seekers and
       members of the CareerBuilder Network, in which case our business, results
       of operations and financial condition could be materially and adversely
       affected. We are also developing a redundant, out-sourced data center as
       protection against the failure of the CareerBuilder Network or its
       associated software. However, these precautions may not be sufficient to
       prevent a failure of the CareerBuilder Network.
 
     - YEAR 2000 PROBLEMS COULD MATERIALLY AND ADVERSELY AFFECT THE
       CAREERBUILDER NETWORK.  It is possible that members of the CareerBuilder
       Network will experience problems with their Internet sites due to
       software that is not year 2000 compliant, leading to disruptions on the
       CareerBuilder Network, which could cause our business, results of
       operations and financial condition to be materially and adversely
       affected.
 
     - YEAR 2000 PROBLEMS COULD MATERIALLY AND ADVERSELY AFFECT OUR INTERNAL
       SYSTEMS.  We have reviewed year 2000 compliance statements made by the
       vendors for some of our internal software systems, such as accounting and
       database management, and we have conducted tests to validate the year
       2000 compliance of our internal software systems. Based on these
       procedures, we believe that our internal systems are year 2000 compliant.
       However, it is possible that such systems could contain undetected
       problems that could cause serious and costly disruptions which would have
       a material adverse effect on our business, results of
 
                                       12
<PAGE>   18
 
       operations and financial condition. We maintain off-site backup data for
       our internal systems. However, these precautions may not prevent
       disruptions in the event our internal systems do not perform as expected.
 
   
     - YEAR 2000 PROBLEMS COULD DISRUPT ADP'S OPERATIONS.  We have questioned
       representatives of ADP and have reviewed publicly available disclosure as
       to ADP's year 2000 readiness. Based on this review, we have no reason to
       believe that ADP will experience substantial year 2000 problems.
       Notwithstanding this review, disruption of ADP's operations resulting
       from year 2000 problems could have a negative impact on us. ADP's sales
       and billing efforts on our behalf could be delayed or halted. ADP also
       performs our payroll functions. There could be significant delays in
       sending out bills and paying our employees if ADP experiences year 2000
       problems.
    
 
     - PURCHASING PATTERNS OF OUR CUSTOMERS COULD BE MATERIALLY AND ADVERSELY
       AFFECTED BY YEAR 2000 ISSUES.  The purchasing patterns of our customers
       and potential customers may be materially and adversely affected by year
       2000 issues because they may be required to expend significant resources
       on year 2000 compliance matters, rather than investing in new online
       recruitment services such as those we offer. In addition, as the new year
       approaches, employers may elect to spend a greater portion of their
       recruiting budgets on traditional recruitment methods rather than risk
       disruption in their job advertisements in the event of technical
       difficulties related to year 2000 problems.
 
     - YEAR 2000 PROBLEMS COULD AFFECT THE INTERNET.  Disruptions caused by year
       2000 problems could affect Internet usage generally, which could cause
       our business, results of operations and financial condition to be
       materially and adversely affected.
 
OUR COMPUTER SYSTEMS AND THE COMPUTER SYSTEMS OF OUR CAREERBUILDER NETWORK
AFFILIATES COULD FAIL OR OVERLOAD
 
     The success of our online recruitment offerings is highly dependent on the
efficient and uninterrupted operation of our computer and communications
hardware systems. Our communications hardware and other computer hardware
operations that maintain the CareerBuilder Network are located at Global
Center's facilities in Herndon, Virginia. Fire, floods, earthquakes, power loss,
telecommunications failures and similar events could damage or cause
interruptions in these systems. Computer viruses, electronic break-ins or other
similar disruptive problems could also adversely affect CareerBuilder.com or
other sites on the CareerBuilder Network. If our systems or the systems of any
of the Internet sites of the members of the CareerBuilder Network are affected
by any of these occurrences, our business, results of operations and financial
condition could be materially and adversely affected. Our insurance policies may
not cover, or if covered, may not adequately compensate us for, any losses that
may occur due to any failures or interruptions in our systems or the systems of
the Internet sites of the members of the CareerBuilder Network. We do not
presently have any secondary "off-site" systems or a formal disaster recovery
plan.
 
     In addition, CareerBuilder.com and the Internet sites of the other members
of the CareerBuilder Network must accommodate a high volume of traffic and
deliver frequently updated information. CareerBuilder.com and the Internet sites
of each of the members of the CareerBuilder Network have in the past and may in
the future experience slower response times or decreased traffic for a variety
of reasons. In addition, our users depend on Internet service providers and
other Internet site operators for access to CareerBuilder.com and the Internet
sites of the members of the CareerBuilder Network. Many of the Internet service
providers have experienced significant outages in the past, and could experience
outages, delays and other difficulties due to system failures unrelated to our
systems. If we experience any of these problems, our business, results of
operations and financial condition could be materially and adversely affected.
 
                                       13
<PAGE>   19
 
WE RELY ON TECHNOLOGY THAT IS OWNED BY THIRD PARTIES
 
     We license technology that is incorporated into our services and related
products from third parties. Examples include licenses from Centura Software
Corporation, for database technology, and from Verity, Inc., for full-text
indexing and searching technology. These licenses are perpetual. In light of the
rapidly evolving nature of Internet technology, we may increasingly need to rely
on technology from other vendors. Technology from others may not continue to be
available to us on commercially reasonable terms, if at all. The loss or
inability to access such technology could result in delays in our development
and introduction of new services and related products or enhancements until
equivalent or replacement technology could be accessed, if available, or
developed internally, if feasible. If we experience such delays, our business,
results of operations and financial condition could be materially and adversely
affected.
 
OUR BUSINESS COULD BE ADVERSELY AFFECTED IF OUR SOFTWARE CONTAINS BUGS
 
     Our software products, including TeamBuilder Online and TeamBuilder
Software, could contain undetected errors or "bugs" that could adversely affect
their performance. Additionally, we regularly introduce new releases and
periodically introduce new versions of our software products. The occurrence of
errors in our current products or new products or enhancements could result in
loss of or delay in revenue, loss of market share, failure to achieve market
acceptance, diversion of development resources, injury to our reputation and
damage to our efforts to build brand awareness, any of which could cause our
business, results of operations and financial condition to be materially and
adversely affected.
 
OUR BUSINESS IS DEPENDENT ON THE DEVELOPMENT AND MAINTENANCE OF THE INTERNET
INFRASTRUCTURE
 
     Our success will depend, in large part, upon the development and
maintenance of the Internet infrastructure as a reliable network backbone with
the necessary speed, data capacity and security, and timely development of
enabling products, such as high speed modems, for providing reliable Internet
access and services. We cannot assure you that the Internet infrastructure will
continue to effectively support the demands placed on it as the Internet
continues to experience increased numbers of users, greater frequency of use or
increased bandwidth requirements of users. Even if the necessary infrastructure
or technologies are developed, we may have to spend considerable resources to
adapt our offerings accordingly. Furthermore, in the past, the Internet has
experienced a variety of outages and other delays. Any future outages or delays
could affect the Internet sites on which our customers' job advertisements are
posted and the willingness of employers and job seekers to use our online
recruitment offerings. If any of these events occur, our business, results of
operations and financial condition could be materially and adversely affected.
 
BREACHES OF INTERNET SECURITY COULD ADVERSELY AFFECT OUR BUSINESS
 
     The need to securely transmit confidential information over the Internet
has been a significant barrier to electronic commerce and communications over
the Internet. Any well-publicized compromise of security on the Internet could
deter more people from using the Internet or from using it to conduct
transactions that involve transmitting confidential information, such as a job
seeker's resume or an employer's hiring needs. We may be required to incur
significant costs to protect against the threat of security breaches to
CareerBuilder.com and the CareerBuilder Network or to alleviate problems caused
by such breaches. If any of these events occur, our business, results of
operations and financial condition could be materially and adversely affected.
 
WE MAY BE ADVERSELY AFFECTED BY GOVERNMENT REGULATIONS AND LEGAL UNCERTAINTIES
ASSOCIATED WITH THE INTERNET
 
     Laws and regulations directly applicable to Internet communications,
commerce and advertising are becoming more prevalent, but the legislative and
regulatory treatment of the Internet remains
 
                                       14
<PAGE>   20
 
   
largely unsettled. The U.S. Congress recently adopted Internet laws regarding
copyrights, taxation and the protection of children. In addition, a number of
other legislative and regulatory proposals under consideration by federal,
state, local and foreign governments could lead to additional laws and
regulations affecting the right to collect and use personally identifiable
information, online content, user privacy, taxation, access charges and
liability for third-party activities, among other things. For example, the
growth and development of the market for Internet commerce may prompt calls for
more stringent consumer protection laws, both in the United States and abroad,
that may impose additional burdens on companies conducting business over the
Internet.
    
 
     Although our transmissions originate from Virginia, the governments of
other states or foreign countries might attempt to regulate our transmissions or
levy sales or other taxes relating to our activities. The European Union
recently enacted its own privacy regulations that may result in limits on the
collection and use of user information. Courts may seek to apply existing laws
not explicitly relating to the Internet in ways that could impact the Internet,
and it may take years to determine whether and how laws such as those governing
intellectual property, privacy, libel and taxation will affect the Internet and
the online recruitment industry.
 
     Existing or future laws or regulations affecting the Internet could lessen
the growth in use of the Internet generally and decrease the acceptance of the
Internet as a communications, commercial and advertising medium, and could
reduce the demand for our services or increase our cost of doing business, all
of which could cause our business, financial condition and results of operations
to be materially and adversely affected.
 
WE MAY BE LIABLE FOR INFORMATION RETRIEVED FROM OR TRANSMITTED OVER THE INTERNET
 
   
     We may be sued for defamation, negligence, copyright or trademark
infringement, personal injury or other legal claims relating to information that
is published or made available on CareerBuilder.com and the other sites on the
CareerBuilder Network. These types of claims have been brought, sometimes
successfully, against online services in the past. We could also be sued for the
content that is accessible from CareerBuilder.com and the other CareerBuilder
Network sites through links to other Internet sites or through content and
materials that may be posted by members in chat rooms or bulletin boards. We
also offer email services, which may subject us to potential risks, such as
liabilities or claims resulting from unsolicited email or spamming, lost or
misdirected messages, security breaches, illegal or fraudulent use of email, or
interruptions or delays in email service. Our insurance does not specifically
provide for coverage of these types of claims and therefore may not adequately
protect us against these types of claims. In addition, we could incur
significant costs in investigating and defending such claims, even if we
ultimately are not found liable. If any of these events occur, our business,
results of operations and financial condition could be materially and adversely
affected.
    
 
OUR BUSINESS COULD BE ADVERSELY AFFECTED IF WE ARE UNABLE TO PROTECT OUR
PROPRIETARY TECHNOLOGY
 
     Our success depends to a significant degree upon the protection of our
proprietary technology, including TeamBuilder Software and TeamBuilder Online.
The unauthorized reproduction or other misappropriation of our proprietary
technology could enable third parties to benefit from our technology without
paying us for it. If this were to occur, our business, results of operations and
financial condition could be materially and adversely affected.
 
     We rely upon a combination of patents, copyright, trade secret and
trademark laws and non-disclosure and other contractual arrangements to protect
our proprietary rights. The steps we have taken to protect our proprietary
rights, however, may not be adequate to deter misappropriation of proprietary
information. We may not be able to detect unauthorized use of our proprietary
information and take appropriate steps to enforce our intellectual property
rights. Moreover, the laws
 
                                       15
<PAGE>   21
 
of other countries in which we may market our services in the future may afford
little or no effective protection of our intellectual property.
 
     If we resort to legal proceedings to enforce our intellectual property
rights, the proceedings could be burdensome and expensive and could involve a
high degree of risk.
 
OTHERS COULD CLAIM THAT WE INFRINGE THEIR INTELLECTUAL PROPERTY
 
     Although we attempt to avoid infringing known proprietary rights of third
parties, we are subject to the risk of claims alleging infringement of third
party proprietary rights. If we were to discover that any element of our online
recruitment offerings violates third party proprietary rights, we might not be
able to obtain licenses on commercially reasonable terms to continue offering
our entire online recruitment offerings without substantial reengineering and
that any effort to undertake such reengineering might not be successful. In
addition, product development is inherently uncertain in a rapidly evolving
technological environment in which there may be numerous patent applications
pending, which are confidential when filed, with regard to similar technologies.
 
     Any claim of infringement could cause us to incur substantial costs
defending against the claim, even if the claim is invalid, and could distract
our management from our business. Furthermore, a party making such a claim could
secure a judgment that requires us to pay substantial damages. A judgment could
also include an injunction or other court order that could prevent us from
selling our products. If any of these events occurred, our business, results of
operations and financial condition could be materially and adversely affected.
 
IF WE ARE UNABLE TO OBTAIN ADDITIONAL CAPITAL AS NEEDED IN THE FUTURE, OUR
BUSINESS MAY BE ADVERSELY AFFECTED
 
     We currently anticipate that our available cash resources combined with the
net proceeds from this offering will be sufficient to meet our anticipated
working capital and capital expenditure requirements for at least the next 12
months. We may need to raise additional capital, however, to fund more rapid
expansion, both in the United States and internationally, to develop new and to
enhance existing services to respond to competitive pressures, and to acquire
complementary services, businesses or technologies. We have raised capital
through the issuance of equity securities three times since January 1998. If we
raise additional funds through further issuances of equity or convertible debt
securities, the percentage of ownership of our current stockholders will be
reduced and such securities may have rights, preferences and privileges senior
to those of our current stockholders, including stockholders purchasing shares
in this offering. In addition, we may not be able to obtain additional financing
on terms favorable to us, if at all. If adequate funds are not available or are
not available on terms favorable to us, our business, results of operations and
financial condition could be materially and adversely affected.
 
   
OUR STOCK PRICE MAY EXPERIENCE EXTREME PRICE AND VOLUME FLUCTUATIONS AND
INVESTORS MAY NOT BE ABLE TO RESELL THEIR SHARES AT OR ABOVE THE OFFERING PRICE
    
 
   
     We cannot predict the extent to which investors' interest in us will lead
to the development of a trading market or how liquid the market might become. If
you purchase shares of our common stock in this offering, you will pay a price
that was not established in a competitive market, but was negotiated between us
and the underwriters. The price of the common stock that will prevail in the
market after the offering may be higher or lower than the price you pay. The
stock market in general and the market prices of shares in newly public
technology companies, particularly those such as ours that offer Internet-based
products and services, have been extremely volatile and have experienced
fluctuations that have often been unrelated or disproportionate to the operating
performance of such companies. The market price of our common stock could be
highly volatile and subject to wide fluctuations in response to many factors,
including the following:
    
 
                                       16
<PAGE>   22
 
     - quarterly variations in our results of operations;
 
     - adverse business developments impacting CareerBuilder;
 
     - changes in financial estimates by securities analysts;
 
     - investor perception of CareerBuilder and online recruitment services in
       general;
 
     - announcements by our competitors of new products and services; and
 
     - general economic conditions both in the United States and in foreign
       countries.
 
   
     Fluctuations in our common stock's price may affect our visibility and
credibility in the online recruitment market. In the event of broad fluctuations
in the market price of our common stock, you may be unable to resell your shares
at or above the offering price.
    
 
     Securities class action litigation has often been brought against companies
that experience volatility in the market price of their securities. Litigation
brought against us could result in substantial costs to us in defending against
the lawsuit and a diversion of management's attention that could cause our
business, results of operations and financial condition to be materially and
adversely affected.
 
YOU WILL EXPERIENCE AN IMMEDIATE AND SUBSTANTIAL DILUTION IN THE BOOK VALUE OF
YOUR INVESTMENT
 
   
     Purchasers of shares of common stock in this offering will experience
immediate and substantial dilution of $8.74 in the pro forma net tangible book
value per share of common stock (assuming a public offering price of $11.00 per
share). The public offering price per share of common stock is expected to be
substantially higher than the net tangible book value per share of common stock.
This dilution is due in large part to the fact that earlier investors in
CareerBuilder paid substantially less than the public offering price when they
purchased their shares of common stock. The exercise of outstanding options and
warrants to purchase our common stock will result in additional dilution per
share. See "Certain Transactions -- Transactions with ADP."
    
 
IT MAY BE DIFFICULT FOR A THIRD PARTY TO ACQUIRE OUR COMPANY, AND THIS COULD
DEPRESS OUR STOCK PRICE
 
     Delaware corporate law and our certificate of incorporation and by-laws
contain provisions that could have the effect of delaying, deferring or
preventing a change in control of CareerBuilder or our management. These
provisions could discourage proxy contests and make it more difficult for you
and other stockholders to elect directors and take other corporate actions.
These provisions could also limit the price that investors might be willing to
pay in the future for shares of our common stock. These provisions include:
 
   
     - authorize the issuance of "blank check" preferred stock, which is
       preferred stock that can be created and issued by the Board of Directors
       without prior stockholder approval, with rights senior to those of common
       stock;
    
 
   
     - provide for a staggered Board of Directors, so that it would take three
       successive annual meetings to replace all directors;
    
 
     - prohibit stockholder action by written consent; and
 
     - establish advance notice requirements for submitting nominations for
       election to the Board of Directors and for proposing matters that can be
       acted upon by stockholders at a meeting.
 
FUTURE SALES BY EXISTING STOCKHOLDERS COULD DEPRESS THE MARKET PRICE OF OUR
COMMON STOCK
 
   
     Immediately following this offering, there will be 21,330,177 shares of our
common stock outstanding, or 22,005,177 shares if the underwriters exercise
their over-allotment option in full. Sales of our common stock in the public
market following this offering could adversely affect the market price of our
common stock. Moreover, the perception in the public market that such sales
could occur could depress the market price of the common stock. All of the
shares sold in this offering will
    
 
                                       17
<PAGE>   23
 
   
generally be freely tradable in the open market. Substantially all of the
restricted securities are subject to lock-up agreements with the underwriters.
Persons subject to lock-up agreements have agreed not to sell shares of common
stock for a period of 180 days after the completion of this offering without the
underwriters' prior permission. The following sets forth information regarding
potential sales of restricted securities:
    
 
     - no shares will be eligible for immediate resale;
 
   
     - 35,375 shares will be eligible for resale beginning 90 days after the
       date of this prospectus;
    
 
   
     - 14,711,827 additional shares will be eligible for resale beginning 180
       days after the date of this prospectus; and
    
 
     - the remainder of the shares will be eligible for resale from time to time
       thereafter.
 
   
     We intend to register an aggregate of up to 3,300,000 shares of common
stock which may be issued under our Stock Option Plan, 1999 Stock Incentive
Plan, 1999 Director Stock Option Plan and 1999 Employee Stock Purchase Plan
after this offering. No shares will be issuable under the 1999 Employee Stock
Purchase Plan until at least six months after the closing of this offering.
    
 
     Some of our existing stockholders and warrantholders have the right to
require us to register their shares of common stock with the Securities and
Exchange Commission. If we register their shares of common stock, they can sell
those shares in the public market.
 
OUR OFFICERS AND DIRECTORS WILL EXERCISE SIGNIFICANT CONTROL OVER OUR AFFAIRS,
WHICH COULD RESULT IN THEIR TAKING ACTIONS OF WHICH OTHER STOCKHOLDERS DO NOT
APPROVE
 
   
     We anticipate that the executive officers, directors and entities
affiliated with them will control approximately 62.5% of our outstanding common
stock following the completion of this offering. These stockholders, if they act
together, may be able to exercise substantial influence over all matters
requiring approval by our stockholders, including the election of directors and
approval of significant corporate transactions. This concentration of ownership
may also have the effect of delaying or preventing a change in control of
CareerBuilder and might affect the market price of the common stock.
    
 
WE MAY ALLOCATE THE PROCEEDS OF THIS OFFERING IN WAYS WITH WHICH THE
STOCKHOLDERS MAY NOT AGREE
 
     We have not identified specific uses for the proceeds from the offering,
and we can spend most of the proceeds of this offering in ways with which you
may not agree. You will not have the opportunity to evaluate the economic,
financial or other information on which we base our decisions on how to use the
proceeds.
 
                                       18
<PAGE>   24
 
                                USE OF PROCEEDS
 
   
     We estimate that we will receive net proceeds of approximately $44.2
million (approximately $51.1 million if the underwriters' overallotment option
is exercised in full) from the sale of the shares of common stock offered by us,
at an assumed initial public offering price of $11.00, after deducting the
estimated underwriting discounts and commissions and offering expenses payable
by us. We will not receive any proceeds from the sale of shares of common stock
by the selling stockholders.
    
 
   
     We intend to use a portion of the net proceeds to repay all amounts
outstanding under our bridge loan. The bridge loan is secured by substantially
all of our assets and bears interest at a variable rate. As of March 31, 1999,
the interest rate for the bridge loan was 12.75%. The bridge loan matures on the
earlier of June 30, 1999 or the date of other specified events, including the
closing of this offering. As of March 31, 1999, the outstanding balance of the
bridge loan was $2.3 million.
    
 
     We expect to use the remaining net proceeds from this offering for working
capital and other general corporate purposes. In addition, although we are not
currently participating in any active negotiations and have no commitments or
agreements with respect to any acquisition, we might in the future use a portion
of the remaining proceeds to pay for acquisitions. We intend to invest the net
proceeds from this offering in short-term, investment grade, interest-bearing
instruments until they are used.
 
                                DIVIDEND POLICY
 
     We have never declared or paid any cash dividends on our capital stock and
we do not anticipate paying cash dividends in the foreseeable future. We
currently intend to retain earnings, if any, to fund the development and growth
of our business. The terms of our revolving credit agreement restrict our
ability to declare and pay cash dividends.
 
                                       19
<PAGE>   25
 
                                 CAPITALIZATION
 
   
    The following table sets forth as of March 31, 1999 the short-term debt and
the capitalization of CareerBuilder (1) on an actual basis, and (2) on an as
adjusted basis after giving effect to the sale by CareerBuilder of the 4,400,000
shares of common stock offered by it hereby at an assumed initial public
offering price of $11.00 per share and after deducting the estimated
underwriting discounts and commissions and offering expenses payable by
CareerBuilder and the use of a portion of the proceeds to repay the outstanding
balance on the bridge loan, the automatic conversion of all outstanding shares
of convertible preferred stock into an aggregate of 11,856,295 shares of common
stock upon the closing of the offering, and the filing upon the closing of the
offering of CareerBuilder's Amended and Restated Certificate of Incorporation to
increase the number of authorized shares to 50,000,000 and authorize
CareerBuilder to issue 10,000,000 shares of preferred stock. This table should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Financial Statements and Notes
thereto appearing elsewhere in this prospectus.
    
 
   
<TABLE>
<CAPTION>
                                                                  MARCH 31, 1999
                                                              ----------------------
                                                               ACTUAL    AS ADJUSTED
                                                              --------   -----------
                                                                  (IN THOUSANDS)
<S>                                                           <C>        <C>
Short-term debt.............................................  $  3,840    $  1,540
                                                              ========    ========
Convertible preferred stock:
  Class A convertible preferred stock, $.001 par value per
    share; 1,562,500 shares authorized, 1,507,500 shares
    issued and outstanding (actual); no shares authorized,
    issued or outstanding (as adjusted).....................  $    482    $ --
  Class B convertible preferred stock, $.001 par value per
    share; 2,151,420 shares authorized, 2,071,420 shares
    issued and outstanding (actual); no shares authorized,
    issued or outstanding (as adjusted).....................     1,574      --
  Class C convertible preferred stock, $.001 par value per
    share; 3,188,889 shares authorized, issued and
    outstanding (actual); no shares authorized, issued or
    outstanding (as adjusted)...............................     4,566      --
  Class D convertible preferred stock, $.001 par value per
    share; 2,045,785 shares authorized, issued and
    outstanding (actual); no shares authorized, issued or
    outstanding (as adjusted)...............................     7,279      --
  Class E convertible preferred stock, $.001 par value per
    share; 1,024,351 shares authorized, issued and
    outstanding (actual); no shares authorized, issued or
    outstanding (as adjusted)...............................     5,030      --
  Class F convertible preferred stock, $.001 par value per
    share; 2,018,350 shares authorized, issued and
    outstanding (actual); no shares authorized, issued and
    outstanding (as adjusted)...............................    10,986      --
                                                              --------    --------
        Total convertible preferred stock...................    29,917      --
Stockholders' equity (deficit):
  Preferred stock, $.001 par value; no shares authorized,
    issued or outstanding (actual); 10,000,000 shares
    authorized, no shares issued or outstanding (as
    adjusted)...............................................     --         --
  Common stock, $.001 par value per share; 21,000,000 shares
    authorized, 5,073,882 shares issued and outstanding
    (actual); 50,000,000 shares authorized, 21,330,177
    shares issued and outstanding (as adjusted)(1)..........         5          21
  Additional paid-in capital................................       346      74,459
  Accumulated deficit.......................................   (26,217)    (26,217)
                                                              --------    --------
        Total stockholders' equity (deficit)................   (25,866)     48,263
                                                              --------    --------
Total capitalization........................................  $  4,051    $ 48,263
                                                              ========    ========
</TABLE>
    
 
- -------------------------
   
(1) Excludes (a) an aggregate of 3,300,000 shares of common stock reserved for
    issuance under CareerBuilders' stock plans of which 1,375,843 shares were
    subject to outstanding options as of March 31, 1999 at a weighted average
    exercise price of $1.43 per share and (b) 567,889 shares of common stock
    issuable upon exercise of outstanding warrants at a weighted average
    exercise price of $11.02. See "Management -- Stock Plans," "Description of
    Capital Stock -- Warrants," and Note 8 of Notes to Financial Statements.
    
 
                                       20
<PAGE>   26
 
                                    DILUTION
 
   
     The pro forma net tangible book value of CareerBuilder as of March 31, 1999
was $3,962,000 or $0.23 per share of common stock. Pro forma net tangible book
value per share represents the amount of total tangible assets less total
liabilities, divided by the number of shares of common stock outstanding, after
giving effect to the automatic conversion of all shares of preferred stock into
common stock at the closing of the offering. After giving effect to the sale of
the shares of common stock offered by CareerBuilder pursuant to this offering at
an assumed initial public offering price of $11.00 per share and after deducting
the estimated underwriting discounts and commissions and offering expenses
payable by CareerBuilder, CareerBuilder's pro forma net tangible book value as
of March 31, 1999 would have been approximately $48,174,000 or $2.26 per share.
This value represents an immediate increase in such pro forma net tangible book
value of $2.03 per share to existing stockholders and an immediate dilution of
$8.74 per share to new investors purchasing shares in this offering. If the
initial public offering price is higher or lower, the dilution to the new
investors will in turn be greater or less. The following table illustrates the
per share dilution:
    
 
   
<TABLE>
<S>                                                           <C>        <C>
Assumed initial public offering price.......................              $11.00
     Pro forma net tangible book value at March 31, 1999....   $0.23
     Increase attributable to this offering.................    2.03
Pro forma net tangible book value after this offering.......                2.26
                                                                          ------
Dilution to new investors...................................              $ 8.74
                                                                          ======
</TABLE>
    
 
   
     The following table summarizes, as of March 31, 1999 on the pro forma basis
described above, the total number of shares of common stock purchased from
CareerBuilder, the total consideration paid and the average price paid per share
by the existing stockholders and by the new investors based upon an assumed
initial public offering price of $11.00 per share before deducting the estimated
underwriting discounts and commissions and offering expenses payable by
CareerBuilder:
    
 
   
<TABLE>
<CAPTION>
                                        SHARES PURCHASED      TOTAL CONSIDERATION
                                      --------------------   ---------------------   AVERAGE PRICE
                                        NUMBER     PERCENT     AMOUNT      PERCENT     PER SHARE
                                      ----------   -------   -----------   -------   -------------
<S>                                   <C>          <C>       <C>           <C>       <C>
Existing stockholders...............  16,930,177     79.4%   $30,084,000     38.3%      $ 1.78
New investors.......................   4,400,000     20.6     48,400,000     61.7        11.00
                                      ----------    -----    -----------    -----
          Total.....................  21,330,177    100.0%   $78,484,000    100.0%
                                      ==========    =====    ===========    =====
</TABLE>
    
 
   
Sales of shares by the selling stockholders in this offering will decrease the
number of shares held by existing stockholders to 16,830,177, or 78.9% of the
total shares, and will increase the number of shares held by new investors to
4,500,000, or 21.1% of the total shares.
    
 
   
     As of March 31, 1999, there were also outstanding options to purchase an
additional 1,375,843 shares of common stock at a weighted average exercise price
of $1.43 per share. In addition, warrants to purchase 567,889 shares of common
stock at a weighted average exercise price of $11.02 per share were then
outstanding. To the extent these options or the warrants are exercised, there
will be further dilution to new investors in the pro forma net tangible book
value of their shares. See "Management -- Stock Plans" and Note 8 of Notes to
Financial Statements.
    
 
                                       21
<PAGE>   27
 
                            SELECTED FINANCIAL DATA
 
   
     The selected financial data set forth below should be read in conjunction
with the Financial Statements and Notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," appearing elsewhere
in this prospectus. The statement of operations data for the years ended
December 31, 1996, 1997 and 1998, and the balance sheet data as of December 31,
1997 and 1998, are derived from, and are qualified by reference to, audited
financial statements included elsewhere in this prospectus. The balance sheet
data as of December 31, 1995 and 1996 and the statement of operations data for
the period from CareerBuilder's inception in November 1995 through December 31,
1995 are derived from unaudited financial statements of the Company that do not
appear in this prospectus. The statement of operations data for the three months
ended March 31, 1998 and 1999, and the balance sheet data as of March 31, 1999,
are derived from the unaudited financial statements of the Company included
elsewhere in this prospectus. The unaudited financial statements have been
prepared on the same basis as the audited financial statements and, in the
opinion of CareerBuilder's management, include all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation of the
information set forth therein. The historical results are not necessarily
indicative of the operating results to be expected in the future.
    
 
   
<TABLE>
<CAPTION>
                                       PERIOD FROM
                                        INCEPTION                                              THREE MONTHS ENDED
                                     (NOVEMBER 1995)          YEAR ENDED DECEMBER 31,               MARCH 31,
                                         THROUGH            ----------------------------       -------------------
                                    DECEMBER 31, 1995        1996      1997       1998           1998       1999
                                    -----------------       -------   -------   --------       --------   --------
                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                 <C>                     <C>       <C>       <C>            <C>        <C>
STATEMENT OF OPERATIONS DATA:
Revenue:
  Service fees....................       $   --             $    94   $ 1,263   $  6,648       $   903    $ 2,776
  Software license fees...........           --                  44       662        358           151         30
                                         ------             -------   -------   --------       -------    -------
    Total revenue.................           --                 138     1,925      7,006         1,054      2,806
Cost of revenue:
  Service fees....................           --                  30       197      1,629           173      1,110
  Software license fees...........           --                   6       120         62            17          7
                                         ------             -------   -------   --------       -------    -------
    Total cost of revenue.........           --                  36       317      1,691           190      1,117
                                         ------             -------   -------   --------       -------    -------
Gross profit......................           --                 102     1,608      5,315           864      1,689
                                         ------             -------   -------   --------       -------    -------
Operating expenses:
  Product development.............           --                 521     1,310      2,293           592        629
  General and administrative......           52                 663     1,267      2,305           508        709
  Sales and marketing.............           --               1,330     6,452     12,735         2,858      4,621
  Equity-based expense............           --                  --        --         --            --         75
                                         ------             -------   -------   --------       -------    -------
    Total operating expenses......           52               2,514     9,029     17,333         3,958      6,034
                                         ------             -------   -------   --------       -------    -------
Income (loss) from operations.....          (52)             (2,412)   (7,421)   (12,018)       (3,094)    (4,345)
Net interest income (expense).....           --                  (4)      107         31             8       (103)
                                         ------             -------   -------   --------       -------    -------
Net income (loss).................          (52)             (2,416)   (7,314)   (11,987)       (3,086)    (4,448)
                                         ------             -------   -------   --------       -------    -------
Preferred stock dividend
  requirements....................           --                 (71)     (549)    (1,128)         (228)      (466)
Net income (loss) available to
  common stockholders.............       $  (52)            $(2,487)  $(7,863)  $(13,115)      $(3,314)   $(4,914)
                                         ======             =======   =======   ========       =======    =======
Basic and diluted net income
  (loss) available per share......       $(0.01)            $ (0.48)  $ (1.80)  $  (2.92)      $ (0.76)   $ (1.00)
Shares used to compute basic and
  diluted net income (loss)
  available per share.............        5,468               5,133     4,366      4,494         4,371      4,928
Unaudited pro forma basic and
  diluted net income (loss) per
  share...........................                                              $  (0.87)                 $ (0.27)
Shares used to compute unaudited
  pro forma basic and diluted net
  income (loss) per share.........                                                13,850                   16,223
</TABLE>
    
 
                                       22
<PAGE>   28
 
   
<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                       -----------------------------------       MARCH 31,
                                                       1995    1996      1997       1998           1999
                                                       ----   -------   -------   --------       ---------
                                                                         (IN THOUSANDS)
<S>                                                    <C>    <C>       <C>       <C>            <C>
BALANCE SHEET DATA:
Cash and cash equivalents............................  $454   $    82   $ 1,909   $  2,709       $ 10,214
Working capital (deficit)............................   454      (520)     (131)    (3,899)         2,547
Total assets.........................................   475       371     3,589      6,042         14,161
Convertible redeemable preferred stock...............    --     2,135    10,700     18,931         29,917
Stockholders' equity (deficit).......................   475    (2,440)   (9,752)   (21,520)       (25,866)
</TABLE>
    
 
                                       23
<PAGE>   29
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     The following discussion and analysis of the financial condition and
results of operations of CareerBuilder should be read in conjunction with
"Selected Financial Data" and Financial Statements and Notes thereto appearing
elsewhere in this prospectus. This discussion and analysis contains
forward-looking statements that involve risks and uncertainties. CareerBuilder's
actual results may differ materially from those anticipated in these
forward-looking statements as a result of factors that include, but are not
limited to, those set forth under "Risk Factors" and elsewhere in this
prospectus.
 
OVERVIEW
 
   
     CareerBuilder provides comprehensive online recruitment offerings for
employers and job seekers. CareerBuilder was founded in November 1995 and has
grown from 7 employees at March 31, 1996 to 113 employees at March 31, 1999.
During the period from inception in November 1995 to September 1996,
CareerBuilder had insignificant revenue and was primarily engaged in developing
online recruiting technology, specifically TeamBuilder Software and the
CareerBuilder.com career site. During July and August of 1996, CareerBuilder
expanded its operations by adding direct sales and marketing personnel.
CareerBuilder's sales commenced in September 1996. CareerBuilder began
generating more significant revenue in the fourth quarter of 1996 through the
sale of perpetual licenses for TeamBuilder Software and through customer service
fees for monthly subscriptions. In November 1997, CareerBuilder introduced
TeamBuilder Online, to provide Internet-based access to its online recruitment
offerings. In May 1998, CareerBuilder launched the CareerBuilder Network by
hosting the career sites located on the Internet sites of interactive media
companies.
    
 
     CareerBuilder's revenue is derived principally from service fees and, to a
lesser extent, license fees for TeamBuilder Software. From its inception in
November 1995 through December 31, 1997, CareerBuilder generated approximately
66% of its total revenue from service fees and 34% from software license fees.
In 1998, service fees accounted for more than 95% of total revenue.
CareerBuilder expects that service fee revenue will continue to account for a
substantial portion of its revenue for the foreseeable future.
 
     - SERVICE FEES.  Service fees include:
 
        - subscription fees received from customers that post up to a specific
          number of job advertisements per month on the career sites that
          constitute the CareerBuilder Network;
 
        - banner and other employment advertising fees; and
 
        - fees for recruiting services provided by CareerBuilder.
 
   
       Subscription fees represented 89% of our service fees during the quarter
       ended December 31, 1998. Customers typically subscribe for three-, six-
       or twelve-month subscriptions. Customers may also subscribe on an
       individual posting basis. TeamBuilder Online is provided to customers as
       part of their monthly service or individual advertising fee.
       CareerBuilder does not charge an initial fee. Customers have the option
       of electing to receive additional set-up assistance for a modest fee. The
       subscription fees are recognized ratably over the subscription period. If
       additional set-up assistance is elected, the set-up fees are generally
       recognized at the time the service is performed. Revenue from specific
       numbers of individual monthly postings are recognized during the month
       following the month such postings are made. Revenue from banner and other
       employment advertising on CareerBuilder.com is recognized when the
       advertising impressions are delivered. Fees for recruiting services are
       recognized as the services are performed.
    
 
     - SOFTWARE LICENSE FEES.  Software license fees are generated from sales of
       TeamBuilder Software. Customers generally purchase a perpetual license
       for TeamBuilder Software and associated features, with an average license
       fee for sales made in 1998 of approximately
 
                                       24
<PAGE>   30
 
       $8,100. Revenue from the sale of perpetual software licenses is composed
       of gross revenue less estimated returns, and is recognized upon delivery
       to customers.
 
     The members of the CareerBuilder Network receive a portion of the
subscription fee from customers that choose to post job advertisements on their
respective career sites. The portion of the subscription fee paid to members of
the CareerBuilder Network is included in cost of revenue. In addition,
CareerBuilder pays fees, including advertising and marketing fees, to four
current CareerBuilder Network members, and, in one case, may offset a portion of
these advertising fees through job advertising fees paid to this member.
 
   
     CareerBuilder is party to a joint marketing and sales representative
agreement with ADP. Pursuant to the joint marketing and sales representative
agreement, ADP receives a percentage of the total monthly revenue received by
CareerBuilder from orders procured by ADP. This sales commission fee is included
in CareerBuilder's cost of revenue. The sales commission fee as a percentage of
service fee revenue varies based on the relative job posting activity of these
customers between CareerBuilder.com and the other sites on the CareerBuilder
Network. CareerBuilder recognizes all of the revenue derived from the ADP sales
channel. ADP is generally responsible for billing and collecting from these
customers. Revenue from orders procured by ADP accounted for approximately 11%
of CareerBuilder's total revenue in 1998, and for 34% of its total revenue for
the quarter ended March 31, 1999. CareerBuilder expects revenue from this joint
marketing and sales representative agreement to increase in 1999 as a percentage
of its total revenue.
    
 
     CareerBuilder's cost of revenue as a percentage of revenue has increased
over the last several quarters. This increase primarily resulted from two
factors:
 
     - an increase in sales commissions paid to ADP; and
 
     - an increase in fees paid to members of the CareerBuilder Network.
       CareerBuilder believes that cost of revenue will continue to increase in
       1999 as a percentage of revenue due to these factors.
 
     In connection with the execution of the joint marketing and sales
representative agreement and its amendment and the sale of shares of capital
stock to ADP, CareerBuilder issued a warrant to ADP, which vests in three
installments. The first installment of 380,000 shares vested at the signing of
the amendment. CareerBuilder also issued two warrants representing the right to
purchase up to an aggregate of 147,321 shares of common stock in connection with
an agreement with NBC Multimedia, Inc., an affiliate member of the CareerBuilder
Network. CareerBuilder expects to recognize approximately $2.4 million of
expense related to the ADP and NBC warrants between 1999 and 2002, ratably,
based on the duration of these agreements. In addition, if and when ADP achieves
specified revenue milestones, CareerBuilder could incur additional expenses that
could be substantial. For more information regarding the ADP warrant and these
potential expenses, see "Risk Factors -- We could be required to record
significant expenses if ADP achieves revenue goals," "Certain
Transactions -- Transactions with ADP" and Note 14 of Notes to Financial
Statements.
 
   
     CareerBuilder has incurred substantial net losses in every fiscal period
since its inception in November 1995, and as of March 31, 1999 had an
accumulated deficit of $26.2 million. Losses totaled $7.3 million in 1997 and
$12.0 million in 1998. Such net losses and the accumulated deficit resulted from
CareerBuilder's lack of substantial revenue and the significant costs incurred
in developing its online recruitment offerings, including establishing the
CareerBuilder Network.
    
 
RESULTS OF OPERATIONS
 
   
QUARTERS ENDED MARCH 31, 1998 AND 1999
    
 
   
  REVENUE
    
 
   
     CareerBuilder's total revenue increased 166% from $1.1 million for the
quarter ended March 31, 1998 to $2.8 million for the quarter ended March 31,
1999. Service fee revenue increased 207% from
    
 
                                       25
<PAGE>   31
 
   
$903,000 for the quarter ended March 31, 1998 to $2.8 million for the quarter
ended March 31, 1999. The increases in total revenue and service revenue were
primarily due to an increase in the number of customers subscribing to the
CareerBuilder Network as a result of increased direct and telesales efforts and
increased marketing and promotional activities. These increases were also
attributable, in part, to the fact that, during the quarter ended March 31,
1998, ADP had only recently begun offering CareerBuilder's online recruitment
services. Revenue derived from ADP's efforts comprised less than 1% of total
revenue for the quarter ended March 31, 1998 and 34% for the quarter ended March
31, 1999. Revenue from software license fees declined 80% from $151,000 for the
quarter ended March 31, 1998 to $30,000 for the quarter ended March 31, 1999.
This decrease was primarily due to CareerBuilder's introduction of TeamBuilder
Online at the end of 1997 and more customers choosing to use TeamBuilder Online
rather than TeamBuilder Software to access CareerBuilder's online recruitment
services.
    
 
   
  COST OF REVENUE
    
 
   
     Cost of revenue consists of commissions paid to ADP for its sales of
CareerBuilder's online recruitment offerings, fees paid to CareerBuilder Network
affiliates, and expense associated with the cost of hosting the career sites on
the CareerBuilder Network, including depreciation. Cost of revenue also includes
expenses associated with customer support and the delivery of professional
services and royalties to third parties for some of the software included in
TeamBuilder Software. Cost of revenue in absolute dollars increased 488% from
$190,000 for the quarter ended March 31, 1998 to $1.1 million for the quarter
ended March 31, 1999 and as a percentage of revenue increased from 18% for the
quarter ended March 31, 1998 to 40% for the quarter ended March 31, 1999. These
increases were primarily due to commissions paid to ADP, fees paid to the
members of the CareerBuilder Network and expenses, including depreciation,
associated with hosting the career sites on the CareerBuilder Network, offset in
part by a decline in royalties paid to third parties. For the quarter ended
March 31, 1998, CareerBuilder did not pay any material sales commission fees to
ADP or service fees to the CareerBuilder Network affiliates.
    
 
   
  OPERATING EXPENSES
    
 
   
     Sales and Marketing.  Sales and marketing expenses consist primarily of
salaries and related benefits for sales and marketing personnel, advertising and
promotional expenses, trade show expenses, advertising and marketing fees paid
to members of the CareerBuilder Network and depreciation expense. Sales and
marketing expenses increased 62% from $2.9 million for the quarter ended March
31, 1998 to $4.6 million for the quarter ended March 31, 1999. The increase in
sales and marketing expenses was due primarily to an increase in sales
personnel, including the establishment of a telesales force and a channel sales
force that supports ADP's sales effort, costs related to the continued
development of CareerBuilder's marketing and branding campaigns, and, to a
lesser extent, commissions associated with higher revenue.
    
 
   
     Product Development.  Product development expenses include expenses for
research, design and development of CareerBuilder's proprietary technology
incorporated in the TeamBuilder offerings and the CareerBuilder Network, and
expenses associated with operating TeamBuilder Online and the operation of the
CareerBuilder Network. CareerBuilder, to date, has expensed all development
costs as they have been incurred. Product development expenses increased 6% from
$592,000 for the quarter ended March 31, 1998 to $629,000 for the quarter ended
March 31, 1999. The increase in product development expenses was due primarily
to the establishment of the career sites of the CareerBuilder Network and the
substantial increase in the number of customers utilizing TeamBuilder Online.
    
 
   
     General and Administrative.  General and administrative expenses consist
primarily of compensation for administrative and executive staff, fees for
professional services, bad debt expense, depreciation expense and general office
expenses. General and administrative expenses increased 40%
    
 
                                       26
<PAGE>   32
 
   
from $508,000 for the quarter ended March 31, 1998 to $709,000 for the quarter
ended March 31, 1999. The increase in general and administrative expenses was
due primarily to the increase in administrative and executive personnel.
    
 
   
  EQUITY-BASED EXPENSE
    
 
   
     Equity-based expense of $75,000 for the quarter ended March 31, 1999
consists of expenses related to the issuance of warrants to ADP and NBC in March
1999.
    
 
   
  NET INTEREST INCOME (EXPENSE)
    
 
   
     Net interest income (expense) was approximately $8,000 for the quarter
ended March 31, 1998 and $(103,000) for the quarter ended March 31, 1999.
Interest income was attributable to cash, cash equivalents and short-term
investments primarily attributable to the net proceeds received by CareerBuilder
from its issuance of equity securities, net of interest expenses primarily from
CareerBuilder's lines of credit.
    
 
   
  TAXES
    
 
   
     CareerBuilder has incurred significant operating losses for all periods
from its inception in November 1995 through March 31, 1999. CareerBuilder has
recorded a valuation allowance for 100% of its net deferred tax assets as the
future realization of the tax benefit is not sufficiently assured.
    
 
YEARS ENDED DECEMBER 31, 1997 AND 1998
 
  REVENUE
 
     CareerBuilder's total revenue increased 264% from $1.9 million in 1997 to
$7.0 million in 1998. Service revenue increased 426% from $1.3 million in 1997
to $6.6 million in 1998. The increases in total revenue and service revenue were
primarily due to an increase in the number of customers subscribing to the
CareerBuilder Network as a result of increased direct and telesales efforts and
increased marketing and promotional activities. These increases were also
attributable, in part, to the fact that, during 1998, ADP began offering
CareerBuilder's online. Revenue derived from ADP's efforts comprised 11% of
total revenue in 1998. Revenue from software license fees declined 46% from
$662,000 in 1997 to $358,000 in 1998. This decrease was primarily due to
CareerBuilder's introduction of TeamBuilder Online at the end of 1997 and more
customers choosing to use TeamBuilder Online rather than TeamBuilder Software to
access CareerBuilder's online recruitment services.
 
  COST OF REVENUE
 
     Cost of revenue consists of commissions paid to ADP for its sales of
CareerBuilder's online recruitment offerings, fees paid to CareerBuilder Network
affiliates, and expense associated with the cost of hosting the career sites on
the CareerBuilder Network, including depreciation. Cost of revenue also includes
expenses associated with customer support and the delivery of professional
services and royalties to third parties for some of the software included in
TeamBuilder Software. Cost of revenue in absolute dollars increased 433% from
$317,000 in 1997 to $1.7 million in 1998 and as a percentage of revenue
increased from 16% in 1997 to 24% in 1998. These increases were primarily due to
commissions paid to ADP, fees paid to the members of the CareerBuilder Network
and expenses, including depreciation, associated with hosting the career sites
on the CareerBuilder Network, offset in part by a decline in royalties paid to
third parties. In 1997, CareerBuilder did not pay any sales commission fees to
ADP or service fees to the CareerBuilder Network affiliates. CareerBuilder
anticipates that cost of revenue as a percentage of revenue will increase in
1999 to the extent revenue from ADP continues to increase relative to total
revenue and customers increase their usage of affiliate sites on the
CareerBuilder Network.
 
                                       27
<PAGE>   33
 
  OPERATING EXPENSES
 
     Sales and Marketing.  Sales and marketing expenses consist primarily of
salaries and related benefits for sales and marketing personnel, advertising and
promotional expenses, trade show expenses, advertising and marketing fees paid
to members of the CareerBuilder Network and depreciation expense. Sales and
marketing expenses increased 97% from $6.5 million in 1997 to $12.7 million in
1998. The increase in sales and marketing expenses was due primarily to an
increase in sales personnel, including the establishment of a telesales force
and a channel sales force that supports ADP's sales effort, costs related to the
continued development of CareerBuilder's marketing and branding campaigns, and,
to a lesser extent, commissions associated with higher revenue. CareerBuilder
also incurred expenses for advertising fees to CareerBuilder Network affiliates
in 1998 amounting to approximately $872,000. No advertising fees were paid to
members of the CareerBuilder Network in 1997. CareerBuilder expects sales and
marketing expenses to increase in 1999 in absolute dollars but decrease as a
percentage of revenue as CareerBuilder hires additional personnel, continues to
promote its CareerBuilder.com brand and adds affiliates to the CareerBuilder
Network.
 
     Product Development.  Product development expenses include expenses for
research, design and development of CareerBuilder's proprietary technology
incorporated in the TeamBuilder offerings and the CareerBuilder Network, and
expenses associated with operating TeamBuilder Online and the operation of the
CareerBuilder Network. CareerBuilder, to date, has expensed all development
costs as they have been incurred. Product development expenses increased 75%
from $1.3 million in 1997 to $2.3 million in 1998. The increase in product
development expenses was due primarily to the establishment of the career sites
of the CareerBuilder Network and the substantial increase in the number of
customers utilizing TeamBuilder Online. CareerBuilder believes that continued
investment in the CareerBuilder Network and its associated network
infrastructure is critical to attaining its strategic objectives, and as a
result, expects product development expenses in 1999 to increase in absolute
dollars but to decrease as a percentage of revenue.
 
     General and Administrative.  General and administrative expenses consist
primarily of compensation for administrative and executive staff, fees for
professional services, bad debt expense, depreciation expense and general office
expenses. General and administrative expenses increased 82% from $1.3 million in
1997 to $2.3 million in 1998. The increase in general and administrative
expenses was due primarily to the increase in administrative and executive
personnel. CareerBuilder expects general and administrative expenses to increase
in absolute dollars but decrease as a percentage of revenue in 1999 as
CareerBuilder hires additional personnel and incurs additional costs related to
the growth of its business and with being a public company.
 
  NET INTEREST INCOME (EXPENSE)
 
     Net interest income (expense) was approximately $107,000 in 1997 and
$31,000 in 1998. Interest income was attributable to cash, cash equivalents and
short-term investments primarily attributable to the net proceeds received by
CareerBuilder from its issuance of equity securities, net of interest expenses
primarily from CareerBuilder's revolving credit line.
 
  TAXES
 
     CareerBuilder has incurred significant operating losses for all periods
from its inception in November 1995 through December 31, 1998. CareerBuilder has
recorded a valuation allowance for 100% of its net deferred tax assets as the
future realization of the tax benefit is not sufficiently assured.
 
                                       28
<PAGE>   34
 
YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997
 
  REVENUE
 
     Revenue increased from $138,000 in 1996 to $1.9 million in 1997. The
increase in revenue was due primarily to an increase in the number of companies
purchasing TeamBuilder Software and utilizing CareerBuilder's services. This
increase in the number of customers utilizing CareerBuilder's services was due
to CareerBuilder's substantially increasing its direct sales efforts and
marketing and promotional activities.
 
  COST OF REVENUE
 
     From 1996 to 1997, cost of revenue consisted of expenses associated with
customer support, and a small royalty paid to a third party for an embedded
database included with TeamBuilder Software. Cost of revenue increased from
$36,000 in 1996 to $317,000 in 1997. This increase in cost of revenue was due to
an increase in the sales of software products and the expansion of the Company's
support activities. Cost of revenue as a percentage of total revenue decreased
from 26% in 1996 to 16% in 1997. Cost of revenue as a percentage of total
revenue decreased in 1997 relative to 1996 because expenses associated with
customer support activity as a percentage of total revenue declined.
CareerBuilder invested in developing a customer support function in 1996 in
anticipation of future revenue.
 
  OPERATING EXPENSES
 
     Sales and Marketing.  Sales and marketing expenses increased 385% from $1.3
million in 1996 to $6.5 million in 1997. The increase in sales and marketing
expenses was due primarily to an increase in sales personnel, greater costs
associated with opening sales offices across the United States, an increase in
commissions due to higher revenue and costs related to the continued development
of CareerBuilder's marketing and branding campaigns.
 
     Product Development.  Product development expenses increased 151% from
$521,000 in 1996 to $1.3 million in 1997. The increase in product development
expenses was due primarily to an increase in the number of employees and to the
development of CareerBuilder's customer support infrastructure.
 
     General and Administrative.  General and administrative expenses increased
91% from $663,000 in 1996 to $1.3 million in 1997. The increase in general and
administrative expenses was due primarily to the increase in administrative and
executive personnel and professional services fees.
 
  NET INTEREST INCOME (EXPENSE)
 
     Net interest income (expense) was $(4,000) in 1996 and $107,000 in 1997.
 
PERIOD FROM INCEPTION IN NOVEMBER 1995 THROUGH DECEMBER 31, 1995
 
     During the period from CareerBuilder's inception in November 1995 through
December 31, 1995, CareerBuilder was in the development stage and its operating
activities consisted primarily of recruiting of personnel and research and
development of its product line. CareerBuilder generated no revenue and incurred
operating expenses totaling $52,000 during this period. Accordingly, a
comparison of the operating results for that period and 1996 is not meaningful
and has been omitted.
 
                                       29
<PAGE>   35
 
QUARTERLY RESULTS OF OPERATIONS
 
   
     The following table sets forth a summary of CareerBuilder's quarterly
operating results for 1997 and 1998 and for the first quarter of 1999. This
information was derived from unaudited interim financial statements that, in the
opinion of management, were prepared on a basis consistent with the financial
statements contained elsewhere in this prospectus and include all adjustments,
consisting of only normal recurring adjustments, necessary for a fair statement
of such information when read in conjunction with the Financial Statements and
Notes thereto. The results of operations for any quarter are not necessarily
indicative of the results of operations for any future period.
    
   
<TABLE>
<CAPTION>
                                                                    QUARTER ENDED
                                   --------------------------------------------------------------------------------
                                   MARCH 31,    JUNE 30,    SEPT. 30,   DEC. 31,   MARCH 31,   JUNE 30,   SEPT. 30,
                                      1997        1997        1997        1997       1998        1998       1998
                                   ----------   ---------   ---------   --------   ---------   --------   ---------
                                                                    (IN THOUSANDS)
<S>                                <C>          <C>         <C>         <C>        <C>         <C>        <C>
Revenue:
  Service fees...................   $   139      $   259     $   359    $   506     $   903    $ 1,413     $ 1,978
  Software license fees..........       130          134         214        184         151         91          41
                                    -------      -------     -------    -------     -------    -------     -------
    Total revenue................       269          393         573        690       1,054      1,504       2,019
Cost of revenue:
  Service fees...................        30           33          32        102         173        273         485
  Software license fees..........        24           22          56         18          17         26          15
                                    -------      -------     -------    -------     -------    -------     -------
    Total cost of revenue........        54           55          88        120         190        299         500
                                    -------      -------     -------    -------     -------    -------     -------
Gross profit.....................       215          338         485        570         864      1,205       1,519
                                    -------      -------     -------    -------     -------    -------     -------
Operating expenses:
  Product development............       226          260         364        460         592        508         606
  General and administrative.....       185          317         277        488         508        454         556
  Sales and marketing............       987        1,308       1,997      2,160       2,858      3,261       3,244
  Equity-based expense...........        --           --          --         --          --         --          --
                                    -------      -------     -------    -------     -------    -------     -------
    Total operating expenses.....     1,398        1,885       2,638      3,108       3,958      4,223       4,406
                                    -------      -------     -------    -------     -------    -------     -------
Income (loss) from operations....    (1,183)      (1,547)     (2,153)    (2,538)     (3,094)    (3,018)     (2,887)
Net interest income (expense)....        39           23          15         30           8          2          18
                                    -------      -------     -------    -------     -------    -------     -------
Net income (loss)................   $(1,144)     $(1,524)    $(2,138)   $(2,508)    $(3,086)   $(3,016)    $(2,869)
                                    =======      =======     =======    =======     =======    =======     =======
 
<CAPTION>
                                       QUARTER ENDED
                                   ---------------------
                                   DEC. 31,   MARCH 31,
                                     1998        1999
                                   --------   ----------
                                      (IN THOUSANDS)
<S>                                <C>        <C>
Revenue:
  Service fees...................  $ 2,354     $ 2,776
  Software license fees..........       75          30
                                   -------     -------
    Total revenue................    2,429       2,806
Cost of revenue:
  Service fees...................      698       1,110
  Software license fees..........        4           7
                                   -------     -------
    Total cost of revenue........      702       1,117
                                   -------     -------
Gross profit.....................    1,727       1,689
                                   -------     -------
Operating expenses:
  Product development............      587         629
  General and administrative.....      787         709
  Sales and marketing............    3,372       4,621
  Equity-based expense...........       --          75
                                   -------     -------
    Total operating expenses.....    4,746       6,034
                                   -------     -------
Income (loss) from operations....   (3,019)     (4,345)
Net interest income (expense)....        3        (103)
                                   -------     -------
Net income (loss)................  $(3,016)    $(4,448)
                                   =======     =======
</TABLE>
    
   
<TABLE>
<CAPTION>
                                                       QUARTER ENDED
                                  -------------------------------------------------------
                                  MARCH 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MARCH 31,
                                    1997        1997       1997        1997       1998
                                  ---------   --------   ---------   --------   ---------
                                            (AS A PERCENTAGE OF TOTAL REVENUE)
<S>                               <C>         <C>        <C>         <C>        <C>
Revenue:
  Service fees.................       52%         66%        63%         73%        86%
  Software license fees........       48          34         37          27         14
                                    ----        ----       ----        ----       ----
    Total revenue..............      100         100        100         100        100
Cost of revenue:
  Service fees.................       11           8          6          15         16
  Software license fees........        9           6         10           3          2
                                    ----        ----       ----        ----       ----
    Total cost of revenue......       20          14         16          18         18
                                    ----        ----       ----        ----       ----
Gross profit...................       80          86         84          82         82
                                    ----        ----       ----        ----       ----
Operating expenses:
  Product development..........       84          66         64          67         56
  General and administrative...       69          81         48          71         48
  Sales and marketing..........      367         333        349         313        271
  Equity-based expense.........       --          --         --          --         --
                                    ----        ----       ----        ----       ----
    Total operating expenses...      520         480        461         451        375
                                    ----        ----       ----        ----       ----
Income (loss) from
  operations...................     (440)       (394)      (377)       (369)      (293)
Net interest income
  (expense)....................       14           6          3           4          1
                                    ----        ----       ----        ----       ----
Net income (loss)..............     (426)%      (388)%     (374)%      (365)%     (292)%
                                    ====        ====       ====        ====       ====
 
<CAPTION>
                                                QUARTER ENDED
                                 -------------------------------------------
                                 JUNE 30,   SEPT. 30,   DEC. 31,   MARCH 31,
                                   1998       1998        1998       1999
                                 --------   ---------   --------   ---------
                                     (AS A PERCENTAGE OF TOTAL REVENUE)
<S>                              <C>        <C>         <C>        <C>
Revenue:
  Service fees.................      94%        98%         97%        99%
  Software license fees........       6          2           3          1
                                   ----       ----        ----       ----
    Total revenue..............     100        100         100        100
Cost of revenue:
  Service fees.................      18         24          29         40
  Software license fees........       2          1          --         --
                                   ----       ----        ----       ----
    Total cost of revenue......      20         25          29         40
                                   ----       ----        ----       ----
Gross profit...................      80         75          71         60
                                   ----       ----        ----       ----
Operating expenses:
  Product development..........      34         30          24         22
  General and administrative...      30         28          32         25
  Sales and marketing..........     217        161         139        165
  Equity-based expense.........      --         --          --          3
                                   ----       ----        ----       ----
    Total operating expenses...     281        219         195        215
                                   ----       ----        ----       ----
Income (loss) from
  operations...................    (201)      (144)       (124)      (155)
Net interest income
  (expense)....................      --          1          --         (4)
                                   ----       ----        ----       ----
Net income (loss)..............    (201)%     (143)%      (124)%     (159)%
                                   ====       ====        ====       ====
</TABLE>
    
 
                                       30
<PAGE>   36
 
   
     CareerBuilder's total revenue has increased in each consecutive quarter
during the nine fiscal quarters ending March 31, 1999, as a result of increased
market acceptance of CareerBuilder's online recruitment offerings. Service fees
have increased from 52% of total revenue in the first quarter of 1997 to 99% of
total revenue in the first quarter of 1999, which reflects CareerBuilder's
transition from selling TeamBuilder Software to selling TeamBuilder Online to
access its online recruitment services. ADP began selling CareerBuilder's online
recruitment services in 1998, increasing from 3% of total revenue in the second
quarter of 1998 to 9% in the third quarter of 1998, 21% in the fourth quarter of
1998 and 34% in the first quarter of 1999.
    
 
   
     In 1997, cost of revenue as a percentage of total revenue declined from 20%
in the first quarter of 1997 to 18% in the fourth quarter of 1997. The decrease
in cost of revenue was due primarily to the growth in total revenue in relation
to customer support expenses, and a reduction, relative to total revenue, in
expenses associated with third party providers of technology embedded in
TeamBuilder Software. This trend was reversed in 1998, as cost of revenue as a
percentage of total revenue increased to 29% in the fourth quarter of 1998 and
40% in the first quarter of 1999. The increase in cost of revenue as a
percentage of total revenue was primarily due to:
    
 
     - commissions paid to ADP, which began selling CareerBuilder's online
       recruitment offerings in February 1998;
 
     - service fees paid to affiliates of the CareerBuilder Network, which was
       offered to CareerBuilder's customers beginning in May 1998; and
 
     - expenses, including depreciation, associated with hosting the career
       sites on the CareerBuilder Network.
 
     These relative increases in fees and expenses were partially offset by a
decline in third-party royalties related to TeamBuilder Software. Cost of
revenue as a percentage of total revenue is affected on a quarterly basis by the
proportion of revenue from ADP relative to other sales channels, as well as
customers' relative use of affiliates' career sites within the CareerBuilder
Network.
 
   
     Operating expenses have increased in each consecutive quarter during 1997,
1998 and 1999 primarily due to an increase in personnel and in marketing and
promotional activities. Sales and marketing expenses increased substantially in
each quarter in 1997 as CareerBuilder expanded its sales and marketing presence
to major cities in the United States. The increase in sales and marketing
expenses in 1998 and the first quarter of 1999 was primarily due to the increase
in personnel associated with the telesales force and an increase in marketing
communications expenses. General and administrative expenses have increased,
especially since the third quarter of 1997, as CareerBuilder increased its
executive and administrative personnel and invested in its financial and
business infrastructure.
    
 
     In light of the evolving nature of its business and limited operating
history, CareerBuilder believes that period to period comparisons of its
historical revenue and operating results may not be meaningful and should not be
relied on as indications of future performance. Although CareerBuilder has
experienced sequential quarterly revenue growth during the last two years,
CareerBuilder does not believe that its historical revenue growth rates are
necessarily sustainable or indicative of future revenue growth.
 
LIQUIDITY AND CAPITAL RESOURCES
 
   
     Since its inception, CareerBuilder has financed its activities primarily
through proceeds from private placements of equity securities, totaling
approximately $30.0 million through March 31, 1999.
    
 
   
     Net cash used in operating activities was $2.2 million in 1996, $5.8
million in 1997 and $9.2 million in 1998 and $3.4 million in the quarter ended
March 31, 1999. Net cash used in operating activities resulted from net
operating losses and increases in accounts receivable, partially offset by
increases in deferred revenue, accrued expenses and accounts payable.
    
 
                                       31
<PAGE>   37
 
   
     Net cash used in investing activities was $242,000 in 1996, $1.2 million in
1997 and $1.1 million in 1998 and $454,000 in the quarter ended March 31, 1999.
Net cash used in investing activities was primarily related to purchases of
computer and network equipment, as well as leasehold improvements.
    
 
   
     Cash provided by financing activities was $2.0 million in 1996, $8.8
million in 1997, $11.1 million in 1998 and $11.0 million in the quarter ended
March 31, 1999. Net cash provided by financing activities was primarily due to
private placements of equity securities. In addition, CareerBuilder has utilized
revolving credit lines secured by accounts receivable and computer equipment to
fund its operations.
    
 
   
     In December 1998, CareerBuilder entered into a $2.0 million revolving
credit facility and a $4.0 million bridge loan. The credit facility and the
bridge loan are secured by substantially all of the Company's assets, and bear
interest at a variable rate. The credit facility is renewable annually at the
lender's discretion. The bridge loan becomes due in full on the closing of this
offering. Each of the credit facility and the bridge loan is evidenced by a
promissory note in the amount borrowed. On March 31, 1999, the amount available
for borrowings and outstanding under the credit facility was $1.5 million. On
March 31, 1999, the amount borrowed under the bridge loan was $2.3 million.
    
 
   
     As of March 31, 1999, CareerBuilder had $10.2 million of cash and cash
equivalents. CareerBuilder's principal commitments at March 31, 1999 consisted
of its borrowings of $3.8 million under the revolving credit facility and bridge
loan.
    
 
     CareerBuilder anticipates it will spend up to $600,000 for capital
equipment in 1999. CareerBuilder has also entered into agreements that provide
for CareerBuilder to pay advertising and marketing fees to four of its current
CareerBuilder Network affiliates of up to approximately $3.1 million in 1999.
One of these agreements allows the payments to be offset by job posting fees
paid to such affiliate.
 
   
     CareerBuilder believes that the net proceeds of this offering, together
with its existing cash and cash equivalents, will be sufficient to meet its
anticipated cash requirements for working capital and capital expenditures for
at least the next 12 months. Although CareerBuilder currently believes that it
has sufficient capital resources to meet its anticipated working capital and
capital expenditure requirements beyond the next 12 months, unanticipated events
and opportunities may make it necessary for CareerBuilder to return to the
public markets, increase its current credit facilities or establish new credit
facilities or raise capital in private transactions in order to meet its capital
requirements.
    
 
YEAR 2000 COMPLIANCE
 
   
     Computer systems and software must accept four digit entries to distinguish
21st century dates from 20th century dates. As a result, many software and
computer systems may need to be upgraded in order to be year 2000 compliant or
risk system failure or miscalculations causing disruptions of normal business
activities. Significant uncertainties exist in the software industry concerning
the potential effects associated with the failure of computer systems and
software to be year 2000 compliant. Year 2000 problems could materially and
adversely affect our currently supported products, the CareerBuilder Network and
our internal systems. Moreover, year 2000 problems could disrupt ADP's
operations and materially and adversely affect the purchasing patterns of our
customers. In addition, disruption caused by year 2000 problems could affect
Internet usage generally, which could cause our business, results of operations
and financial condition to be materially and adversely affected. See "Risk
Factors -- We have a number of risks associated with the year 2000." In
addition, employers may elect to spend a greater portion of their recruiting
budgets on traditional recruitment methods rather than risk disruption in their
job advertisements in the event of technical difficulties related to year 2000
problems.
    
 
                                       32
<PAGE>   38
 
   
     We have completed an assessment of the year 2000 readiness of our products
and systems. CareerBuilder believes that all of the products and services it
currently offers to its customers were year 2000 compliant at the time of
installation or launch and has conducted tests internally to validate the
compliance of these products. We cannot be certain, however, that these tests
have detected all potential year 2000 problems. It is also possible that members
of the CareerBuilder Network will experience problems with their Internet sites
due to software that is not year 2000 compliant, which could lead to disruptions
on the CareerBuilder Network. CareerBuilder has reviewed year 2000 compliance
statements made by the vendors of its software systems, such as accounting and
database management systems and has completed an assessment of the year 2000
readiness of its internal systems. Based on this review and assessment,
CareerBuilder currently believes that its internal software systems are year
2000 compliant. However, it is possible that such systems could contain
undetected problems that could cause serious and costly disruptions. To address
these potential disruptions, CareerBuilder maintains off-site backup data for
its internal systems and is developing a redundant, outsourced data center as
protection against the failure of the CareerBuilder Network or its associated
hardware.
    
 
     To date, because we have used our internal resources to assess year 2000
readiness of our offerings and our internal systems, CareerBuilder has not
incurred significant incremental costs in order to assess and comply with year
2000 requirements and does not believe it will incur significant incremental
costs in the foreseeable future.
 
     CareerBuilder has questioned representatives of ADP and has reviewed
publicly available disclosure relating to ADP's year 2000 readiness. Based on
this review, CareerBuilder believes that ADP will not experience substantial
year 2000 problems. However, it is possible that ADP could experience year 2000
problems that could cause disruptions to ADP's systems and its selling and
billing efforts on behalf of CareerBuilder.
 
   
RECENT ACCOUNTING PRONOUNCEMENTS
    
 
     In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information, which supersedes SFAS No. 14, Financial
Reporting for Segments of a Business Enterprise. This statement changes the way
that public business enterprises report segment information, including financial
and descriptive information about their selected segment information. Under SFAS
No. 131, operating segments are defined as revenue-producing components of the
enterprise which are generally used internally for evaluating segment
performance. SFAS No. 131 is effective for CareerBuilder's fiscal year ending
December 31, 1998 and CareerBuilder has determined that it does not have any
separately reportable business segments as of December 31, 1998.
 
     In February 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use. SOP 98-1 establishes the accounting for
costs of software products developed or purchased for internal use, including
when such costs should be capitalized. CareerBuilder does not expect SOP 98-1,
which is effective for CareerBuilder beginning January 1, 1999, to have a
material effect on CareerBuilder's financial condition or results of operations.
 
                                       33
<PAGE>   39
 
                                    BUSINESS
 
   
     CareerBuilder provides comprehensive online recruitment offerings for
employers and job seekers. CareerBuilder brings employers and job seekers
together by:
    
 
   
     - providing employers with the ability to advertise job openings and manage
       their online recruitment efforts on a network of integrated Internet
       sites, including CareerBuilder.com and career sites for 21 premier
       interactive media companies such as cYnet, Business Week, USA Today and
       NBC Interactive; and
    
 
     - providing both active job seekers and passive job seekers, individuals
       who are not actively looking for new jobs, with the tools to find,
       explore, evaluate and compare job opportunities.
 
At March 31, 1999, more than 645 employers subscribed for CareerBuilder's
offerings, and job seekers had registered over 420,000 "Personal Search Agents"
reflecting their preferences and job search characteristics.
 
INDUSTRY BACKGROUND
 
  RECRUITMENT MARKET
 
     Employee recruiting is one of the most critical business processes
performed by companies today. According to industry sources, businesses in the
United States spent in excess of $13 billion in 1997 to hire new employees by
advertising job openings in newspapers and by hiring recruitment search firms.
 
     Recruiting employees has become increasingly more challenging in recent
years as a result of the following trends:
 
     - GROWING LABOR SHORTAGE:  CareerBuilder believes that the labor pool is
       growing more slowly than it has in the past, making it more difficult for
       employers to find adequate staffing. The U.S. Bureau of Census projects a
       continued growth in the elderly population, with one in five United
       States citizens being considered elderly by the year 2030. Additionally,
       the U.S. Bureau of Labor Statistics estimates the growth in the labor
       force to drop to 11% during the period from 1996 to 2006 compared to 14%
       over the previous ten year period. This indicates both a large population
       leaving the workforce and fewer replacements for them.
 
     - LABOR SUPPLY AND DEMAND DISPARITY:  CareerBuilder believes that many
       industries are creating more jobs than there are qualified individuals
       available to fill them. For example, an Information Technology
       Association of America study indicates that 10% of three core information
       technology positions, programmers, systems analysts and computer
       engineers, are currently vacant.
 
     - REDUCED TENURE:  CareerBuilder believes that employees currently change
       jobs more often than in the past, making it more difficult for employers
       to retain qualified, experienced individuals.
 
     Traditionally, businesses have recruited employees by advertising job
openings in newspapers, magazines and other print and broadcast media as well as
using third party services, including recruitment search firms, temporary
staffing agencies, career fairs and college recruiters. These traditional
recruiting methods have inherent limitations for both employers and job seekers.
It is difficult for employers, using traditional methods, to effectively
advertise their job openings to a broad base of people while efficiently
targeting their reach to select communities of potential employees, especially
passive job seekers. Traditional methods tend to focus on a geographically
limited pool of potential employees, making it hard for employers to recruit
outside of their particular geographies. From the job seekers' perspective, it
is relatively difficult to search for, find, compare, evaluate and apply for
employment opportunities using traditional methods. Traditional methods are also
relatively slow, both in the time it takes for an employer to effectively
advertise a job and for the job seeker to locate the job and respond to it.
Finally, traditional methods are expensive. For example, according to
 
                                       34
<PAGE>   40
 
a 1997 case study conducted by iLogos Corporation, a research firm, an employer
with several years of prior online recruiting experience spent approximately
$5,000 for each employee recruited primarily through print media and
approximately $12,500 for each employee recruited using a recruiting search
firm.
 
  ONLINE RECRUITMENT MARKET
 
     The Internet is emerging as a medium that affords users the opportunity to
reach millions of individuals worldwide, provide and exchange more information
and streamline business processes. International Data Corporation, an
independent research organization, estimates that the total number of individual
Internet users worldwide will grow from approximately 69 million in 1997 to 320
million in 2002. In 1997, 69% of Internet users were between the ages of 18 and
44, according to eStats, a research firm, and 64% had at least a college degree.
CareerBuilder believes that job seekers in these age and education brackets are
highly sought after by employers.
 
     The emergence of the Internet and the growth in its use have created an
opportunity to more efficiently recruit job seekers. For employers, online
recruiting can provide increased breadth, increased speed and more effective
targeting of their recruiting efforts. Employers using online recruiting have
the potential to quickly and easily advertise job openings. By advertising job
openings on selected Internet sites, employers have the opportunity to reach and
communicate with specific communities of potential active and passive job
seekers. Job advertisements on the Internet can be accessed anywhere in the
world, allowing businesses to recruit both globally and locally. Internet
recruiting can also be a cost-effective alternative to traditional recruiting
methods, as CareerBuilder believes it generally costs a company less to recruit
over the Internet than through traditional methods. According to the iLogos case
study described above, the same employer spent approximately $1,000 to recruit
each employee using online recruiting, representing approximately 20% of its
cost of recruiting an employee through print media and approximately 8% of its
cost of recruiting an employee using a recruiting search firm.
 
     For job seekers, online recruiting can provide the ability to rapidly and
more easily conduct job searches and gather information about employers. In
addition, the Internet allows individuals to access information from many
different sources and view job advertisements from specific geographies and
industries. Online recruiting may also help to reduce the time of a job search
by permitting job seekers to define their specific job needs and be contacted
automatically when jobs that match their needs become available. Furthermore,
online recruiting can enable job seekers to compare and evaluate job
opportunities and apply for jobs electronically.
 
  MARKET OPPORTUNITY
 
     As Internet usage becomes more widespread, companies from a broad range of
industries are expected to do at least a portion of their employee recruitment
over the Internet. Forrester estimates that the size of the online recruitment
market will be $1.7 billion by 2003, an increase from $105 million in 1998.
Forrester also forecasts that, by 2003, most large companies, 60% of medium-
sized companies and 20% of small companies will use the Internet for recruitment
purposes.
 
     While many online recruitment offerings available today provide significant
advantages over traditional methods, they do not take full advantage of the
benefits of the Internet. For example, some recruiting search firms and Internet
career sites provide services that permit employers to post job advertisements
solely to a single Internet site. Because these services restrict the potential
interaction between the employer and the job seeker to a single site, they do
not utilize the Internet's capabilities to provide employers with increased
breadth and more effective targeting in their recruiting efforts. Newspapers and
other print media also advertise job openings on their Internet sites in
conjunction with print job advertisements. These services, including consortia
of newspapers, typically permit job seekers to search only one publication at a
time. These services also generally sell
 
                                       35
<PAGE>   41
 
job advertisements to employers on a per-publication basis, requiring employers
to independently contact many publications if the employer wants the job
advertisement to be placed in a variety of sources. Large Internet information
hubs, or portals, provide collections of job advertisements from their own
customers as well as other sources of online job advertisements. CareerBuilder
believes Internet portals provide these services mainly to add additional
content to their Internet offerings for consumers and, consequently, they do not
adequately address employers' online recruitment needs.
 
     CareerBuilder believes there is significant need for online recruitment
offerings that leverage the attributes of the Internet by:
 
     - enabling employers both to advertise job openings on a wide variety of
       sites and to focus their recruitment efforts on select communities of
       potential employees;
 
     - making Internet recruiting easily accessible to employers and allowing
       them to effectively manage their online recruiting efforts; and
 
     - allowing job seekers to easily locate and compare job openings, including
       informing them of new job openings that match their interests.
 
THE CAREERBUILDER SOLUTION
 
     CareerBuilder provides comprehensive, online recruitment offerings for
employers and job seekers. CareerBuilder's offerings consist of:
 
   
     - THE CAREERBUILDER NETWORK.  The CareerBuilder Network consists of
       CareerBuilder.com and career sites located on the Internet sites of 21
       premier interactive media companies, including cYnet, Business Week, USA
       Today and NBC Interactive. Through the use of the CareerBuilder Network,
       an employer can directly solicit and target job seekers in a broad range
       of online communities.
    
 
   
     - CAREERBUILDER.COM.  CareerBuilder.com is the flagship site of the
       CareerBuilder Network.
    
 
     - TEAMBUILDER.  TeamBuilder consists of TeamBuilder Online and TeamBuilder
       Software. Through the use of TeamBuilder, employers can access the
       CareerBuilder Network to post job advertisements and manage their online
       recruiting efforts.
 
     CareerBuilder's offerings are differentiated from other recruitment
offerings, because they:
 
   
     ENABLE EMPLOYERS TO REACH AND TARGET JOB SEEKERS ACROSS A WIDE VARIETY OF
PREMIER INTERNET SITES. Through the CareerBuilder Network, CareerBuilder's
employer customers have access to a diverse and expansive audience of potential
job seekers. By using the CareerBuilder Network, employers can choose their
desired reach and focus for each job opening. For example, a company with a job
opening wishing to reach as broad an audience as possible may advertise job
openings on major career sites such as CareerBuilder.com and USA Today's Career
Center, while a company with more specific industry, geographic or diversity
needs may choose to advertise job openings on key vertical industry sites such
as cYnet and American Banker Online, geographic sites such as the Dallas Morning
News, Chancellor Media's CareerFuture.com and NBC Interactive or major diversity
sites such as Microsoft Black Entertainment Television, Black Enterprise Online,
HISPANIC Online and WomenCONNECT.com. By becoming part of the CareerBuilder
Network, major interactive media companies can provide a complete, branded
career service to their online customers without having to build and maintain
their own career site and job advertising engines. This enables major
interactive media companies to take advantage of CareerBuilder's established
customer base and sales channels. These companies also receive a new revenue
source. Generally, members of the CareerBuilder Network receive approximately
50% of the subscription fees, net of commissions paid to third party sales
agents, that CareerBuilder receives from customers choosing to post job
advertisements on their respective sites.
    
 
                                       36
<PAGE>   42
 
     PROVIDE EMPLOYERS WITH THE ABILITY TO EASILY ACCESS AND MANAGE ONLINE
RECRUITING.  TeamBuilder enables an employer, using a single point of access, to
post job advertisements across their choice of sites on the CareerBuilder
Network and receive resumes from interested job seekers. Using TeamBuilder,
employers can manage and maximize the effectiveness of their online recruiting
efforts. TeamBuilder facilitates management of the recruiting process by
enabling employers to measure their online recruiting efforts by tracking the
number of times a job advertisement is viewed, the number of resumes received
for each job advertisement and the quality of the resumes received. TeamBuilder
also provides internal workflow and resume management capabilities.
 
     PROVIDE JOB SEEKERS WITH THE ABILITY TO EASILY RESEARCH, FIND, COMPARE AND
APPLY FOR JOBS. CareerBuilder.com and each of the other sites on the
CareerBuilder Network are easily accessible and searchable databases of jobs and
employer information. Job seekers can search CareerBuilder.com and the other
sites on the CareerBuilder Network based on a set of job characteristics that
they establish and can then easily send in their resumes electronically. Job
seekers may also establish a Personal Search Agent that reflects their profile
and job search characteristics. Job seekers with Personal Search Agents receive
by email specific job postings that match their search criteria, with electronic
links to more information regarding those positions.
 
STRATEGY
 
     CareerBuilder's objective is to be the leading provider of online
recruitment offerings. The key elements of CareerBuilder's strategy are to:
 
     ENHANCE AND EXPAND CAREERBUILDER'S ONLINE RECRUITMENT
OFFERINGS.  CareerBuilder intends to continue to devote substantial resources to
enhance and expand its current offerings and add new and innovative services and
products to enable employers and job seekers to more effectively leverage the
benefits of the Internet. Current efforts include adding features that allow
employers to more effectively target potential job seekers through interactive
job advertising, improving job search capabilities and migrating features, such
as advanced search tracking and advanced workflow capability, from TeamBuilder
Software to TeamBuilder Online.
 
     EMPLOY A MULTI-CHANNEL SALES STRATEGY TO ADDRESS A GREATER PORTION OF THE
RECRUITMENT MARKET. CareerBuilder uses a three-part channel strategy to expand
its reach into employers' human resources departments:
 
     - CareerBuilder's direct sales force focuses on large employers;
 
     - its telesales force focuses on small employers and companies outside of
       the direct sales force's targeted geographies; and
 
     - CareerBuilder utilizes ADP's 470-person Major Accounts Division direct
       sales force to focus on medium-sized employers.
 
     CareerBuilder intends to leverage its direct and telesales sales forces and
its relationship with ADP to reach a broad customer base. By building and
strengthening ties to employers' human resources departments, CareerBuilder
believes it can increase the use of its services and products by employers and
also improve its online recruitment offerings through better knowledge of
employers' recruiting needs.
 
     EXPAND THE CAREERBUILDER NETWORK.  CareerBuilder intends to continue to
grow the CareerBuilder Network by adding major interactive media affiliates in
strategic, broad-based vertical, geographic and diversity categories.
CareerBuilder believes this expansion will enhance the ability of employers both
to widely disseminate their job advertisements and to reach passive job seekers
through focused recruiting efforts, thereby offering the greatest choice to
employers seeking to maximize recruiting across the Internet.
 
                                       37
<PAGE>   43
 
     STRENGTHEN CAREERBUILDER.COM AS A PREMIER BRANDED CAREER SITE ON THE
INTERNET.  CareerBuilder intends to strengthen its CareerBuilder.com brand
through increased marketing efforts and expanded and enhanced features and
functionalities. CareerBuilder believes that building its CareerBuilder.com
brand is important to the success of the CareerBuilder Network because it will
increase job seeker traffic to CareerBuilder.com, thereby increasing the
CareerBuilder Network's effectiveness as a recruiting tool.
 
     EXPAND INTERNATIONALLY.  CareerBuilder believes there is a significant need
for online recruitment offerings in international markets. Recent demographic
and technology adoption trends in countries around the world, particularly in
Europe, have created a growing opportunity for CareerBuilder to leverage its
technology and business expertise in these markets. CareerBuilder believes
international expansion will enable it to offer services and products to a new
and expansive client base, and provide existing customers the ability to reach a
much wider and more diverse group of prospective job seekers. CareerBuilder
expects to reach these markets of employers and job seekers through a
combination of partnerships, acquisitions and business expansion.
 
     PURSUE ACQUISITIONS OF PROVIDERS OF RELATED ONLINE RECRUITMENT
SERVICES.  CareerBuilder intends to become a driver of industry consolidation in
the worldwide online recruitment market. CareerBuilder has developed its
technology and its business model to quickly assimilate other career internet
sites. CareerBuilder believes that there are many geographically or vertically
specific Internet job sites that could provide incremental customers to the
CareerBuilder Network and additional job advertising options to CareerBuilder's
customers. CareerBuilder believes that scale is a key ingredient in the value of
online recruitment solutions and that by growing the employer and job seeker
base of the CareerBuilder Network through related acquisitions, CareerBuilder
will improve the competitiveness of its offerings and improve the efficiency of
its operations.
 
PRODUCTS AND SERVICES
 
  THE CAREERBUILDER NETWORK
 
   
     The CareerBuilder Network is a growing network of 22 premier Internet
sites, including CareerBuilder.com, which allows employers to directly solicit,
reach and target job seekers in a broad range of online communities. By becoming
part of the CareerBuilder Network, major interactive media companies can provide
a complete, branded career service to their online customers without having to
build and maintain their own career site and job advertising engines. This
enables major interactive media companies to take advantage of CareerBuilder's
established customer base and sales channels and create a new source of revenue.
Using proprietary technology, CareerBuilder can quickly build a private label
career site for an interactive media partner, seamlessly integrated with that of
the interactive media organization's existing web site, including its "look and
feel." CareerBuilder hosts the sites and provides and maintains the search
engine and other technological features of the sites, as well as providing
customer support. The sites are also located on servers operated by
CareerBuilder. Each site is integrated into the CareerBuilder Network and
employers can readily advertise job openings on any site on the CareerBuilder
Network. Employers can immediately access information on the demographics of the
community of users of each site on the CareerBuilder Network, which helps
employers plan where to advertise their job openings. Employers are also able to
quickly measure the response to each job advertisement, which enables employers
to continually refine their
    
 
                                       38
<PAGE>   44
 
recruiting efforts to more selectively reach their intended audience and
generate better responses. The CareerBuilder Network consists of:
 
   
<TABLE>
<S>                              <C>                                 <C>
American Banker Online           Dallas Morning News                 NBC Interactive
Black Enterprise Online          developer.com                       Phillips Business
Bloomberg                        EDN Access                          Information
Business Week ONLINE             HISPANIC Online                     QuestLink
CareerBuilder.com                Internet.com                        Test & Measurement World
Chancellor Media's               Medical Economics                   USA Today
  CareerFuture.com               Microsoft Black Entertainment       WETA
cYnet                              Television                        WomanCONNECT.com
citysearch
</TABLE>
    
 
   
     CareerBuilder has contractual arrangements with Yahoo! and AOL's Digital
City. Under these arrangements, companies' job advertisements placed on
CareerBuilder.com automatically appear on Yahoo! and AOL's Digital City without
the payment of additional fees. For an additional fee, job advertisements can
also appear on CareerMosaic.
    
 
  CAREERBUILDER.COM
 
   
     The CareerBuilder.com career site is the flagship site of the CareerBuilder
Network. CareerBuilder.com provides a broad career advisory experience for its
community of active and passive job seekers, including an easily accessible and
searchable database of jobs. Job seekers are able to search CareerBuilder.com,
as well as each of the other sites on the CareerBuilder Network, using a
user-defined set of job characteristics or through a Personal Search Agent.
CareerBuilder has developed content on its career site to attract multiple
visits by potential job seekers. For example, approximately 40,000 subscribers
receive CareerBuilder's online magazine Achieve. CareerBuilder also offers job
seekers a free private email account, permitting them to confidentially receive
emails concerning Personal Search Agent job matches.
    
 
  TEAMBUILDER ONLINE AND TEAMBUILDER SOFTWARE
 
     TeamBuilder Online and TeamBuilder Software are the service offering and
software package that enable employers to advertise their job openings on one or
more of the career sites on the CareerBuilder Network and manage their online
recruiting efforts. Employers use TeamBuilder to create and modify job
advertisements, determine where the job will be advertised, review and manage
resumes from job applicants, and review reports on effectiveness of their online
recruiting efforts. Job advertisements posted to sites on the CareerBuilder
Network are quickly accessible to job seekers visiting those sites. In addition,
the job advertisement is emailed to any of the Personal Search Agents on that
site whose profile matches the job description. Employers may also use
TeamBuilder to create a career Internet site that can easily be integrated into
the employers' existing home Internet sites. The TeamBuilder functionality may
be deployed either as an online service through TeamBuilder Online or as a
client-server application product through TeamBuilder Software.
 
     TeamBuilder Online permits employers to:
 
     - start or modify their online recruiting efforts in minutes;
 
     - advertise job openings and receive resumes;
 
     - document and track their online recruiting efforts;
 
     - establish an online employment site on their home Internet sites;
 
     - measure the effectiveness of their online recruiting efforts; and
 
     - use a single control point to manage their online recruiting efforts.
 
                                       39
<PAGE>   45
 
     TeamBuilder Software is a robust Windows NT-based, client-server product
that incorporates the functionality of TeamBuilder Online, with the following
additional features:
 
     - enhanced resume and workflow management capability, including features to
       create internal workflow processes to organize resumes and evaluate
       candidates;
 
     - enhanced ability to establish a customized online employment site on an
       employer's home Internet site; and
 
     - enterprise-wide functionality and advanced workflow capabilities.
 
     For a monthly fee, which generally lists from $500 to over $6,000 for 10 to
over 500 job posting slots, employers can post to a fixed number of job posting
slots on the CareerBuilder Network career sites of their choice. Customers may
also subscribe on an individual posting basis. TeamBuilder Software customers
also pay a one-time software license fee, which averaged approximately $8,100
for sales made in 1998, including associated features.
 
  SERVICES
 
     CareerBuilder's total customer care organization helps new CareerBuilder
customers establish their online recruiting programs by assisting them in
organizing, planning and placing their job advertisements. This organization
regularly contacts customers to help them integrate CareerBuilder's offerings
into their recruiting efforts and also provides technical support. For an
additional fee, the total customer care organization offers customers assistance
in designing and enhancing their online recruiting strategies as well as
assisting them with advertising specific job openings.
 
TECHNOLOGY
 
     CareerBuilder believes that one of its principal strengths is the
proprietary technology it has developed and deployed in its service and product
offerings, and that the investments it has made and plans to make in its
technologies result in a superior solution for its customers.
 
     The key architectural components of the CareerBuilder offering, including
the CareerBuilder Network and TeamBuilder, are proprietary to CareerBuilder.
These components employ an object-oriented design and implementation methodology
that can be quickly and efficiently upgraded to deliver new features and
functionality. CareerBuilder implements code in a wide variety of languages and
technologies, including C++, Java, Java Script, HTML, DHTML and XML. The core of
the components is a modern SQL compliant database architecture, with extensive
use of a text search engine. As newer alternative languages and technologies
become available, each is evaluated for suitability and employed where
appropriate. CareerBuilder's components use a proprietary scripting language to
rapidly develop templates that enable dynamic content replacement in the web
pages that comprise much of the job advertisement and job search applications.
This scripting language enables efficient access to databases, text search
engines, operating system structures and compiled-code constructs and provides a
powerful and extensible programming language for extending the functionality of
CareerBuilder's offerings.
 
                                       40
<PAGE>   46
 
CUSTOMERS
 
   
     At March 31, 1999, CareerBuilder's customer base included more than 645
subscriber customers in industries such as technology, financial services,
health care, professional services, retail and
telecommunications/communications. Some subscriber companies, for which
CareerBuilder recognized at least $5,000 in revenue in the quarter ended March
31, 1999, include:
    
TECHNOLOGY
Ascend Communications, Inc.
EMC Corporation
Microsoft Corporation
Network Associates, Inc.
Network Equipment Technologies, Inc.
Orbital Sciences Corporation
Sterling Software, Inc.
The Vantive Corporation
Veritas Software Corporation
FINANCIAL SERVICES
Capital One Financial Corporation
Edward D. Jones & Co.
   
West Coast Life Insurance Company
    
 
HEALTH CARE
 
Bristol-Myers Squibb Company
 
Children's Hospital
 
   
Methodist Health Care System
    
PROFESSIONAL SERVICES
 
ABB Systems Control, Inc.
 
Bowne & Co., Inc.
 
ICMA Retirement Corporation
 
The MITRE Corporation
 
   
PricewaterhouseCoopers LLP
    
 
Trinity Consultants, Inc.
RETAIL
 
   
Continental Airlines
    
 
Taco Bell
 
24 Hour Fitness, Inc.
 
TELECOMMUNICATIONS/
  COMMUNICATIONS
 
ALLTEL Corporation
 
   
Frontier Communication
    
 
GTE Internetworking
 
   
SBC Technology Resources, Inc.
    
 
   
Sprint Communications Company
    
 
   
Teleglobe Inc.
    
 
Thomson Technology Services Group
 
West Group
 
   
     Customers may subscribe for three-, six- or twelve-month subscriptions.
Customers may also subscribe on an individual posting basis. For the quarter
ended March 31, 1999, approximately 92% of CareerBuilder's revenue was derived
from multiple-month subscribers and approximately 4% of CareerBuilder's revenue
was derived from individual postings.
    
 
SALES, MARKETING AND BUSINESS DEVELOPMENT
 
  SALES
 
   
     CareerBuilder sells its offerings in the United States through a sales and
marketing organization which consisted of 61 employees at March 31, 1999. These
employees are located at CareerBuilder's headquarters in Reston, Virginia, and
in CareerBuilder's offices in Atlanta, Boston, Chicago, Dallas, Houston, Los
Angeles, New York, San Francisco and Seattle. The sales organization is divided
into three dedicated groups:
    
 
     - a direct sales force which focuses on employer customers with more than
       500 employees;
 
     - a telesales force which focuses on employer customers with under 100
       employees, and on customers in geographies not actively addressed by the
       direct sales force; and
 
     - a channel sales force that currently supports ADP's CareerBuilder sales
       efforts across the United States, which is generally focused on customers
       with 100 to 1,000 employees.
 
  MARKETING
 
     To support and actively promote the CareerBuilder.com and CareerBuilder
Network brands among Internet users and particularly online job seekers, and to
support its direct and ADP sales efforts, CareerBuilder conducts comprehensive
marketing programs. These programs include public relations, local radio
advertising, targeted and national online advertising, online recruiting
seminars, print advertising, trade shows and customer communication programs.
 
  BUSINESS DEVELOPMENT
 
     CareerBuilder has formed a business development group to identify, evaluate
and recruit appropriate interactive media companies as affiliate members of the
CareerBuilder Network. The
 
                                       41
<PAGE>   47
 
business development group establishes key categories of affiliates, based on
the recruiting needs of CareerBuilder's customers, and focuses on soliciting
leading interactive media companies in each category.
 
ADP RELATIONSHIP
 
   
     In January 1998, CareerBuilder and ADP entered into a joint marketing and
sales representative agreement. ADP is a provider of payroll processing and
other human resource services. CareerBuilder and ADP amended this agreement in
March 1999. The agreement provides for ADP to market CareerBuilder's services to
ADP's customers using ADP's 470-person Major Accounts Division direct sales
force. CareerBuilder and ADP introduced CareerBuilder's products to this sales
force between April and September 1998. Sales of CareerBuilder's services by ADP
accounted for approximately 34% of CareerBuilder's total revenue in the quarter
ended March 31, 1999, up from 21% in the quarter ended December 31, 1998, and
CareerBuilder expects ADP's contribution to its revenues to continue to increase
at least until the year 2000. Under the agreement, ADP is not required to
achieve specific revenue targets. Based on CareerBuilder's current revenues, the
agreement provides for sales commissions to ADP ranging from 33 1/3% to 50% of
revenue generated by a customer for which ADP acted as a sales agent. ADP must
meet revenue-based milestones for installments under the ADP warrant to vest. A
more complete description of the revenue milestones is located in "Certain
Transactions -- Transactions with ADP." The agreement generally prohibits ADP's
Employer Services Division, during the term of the agreement, from entering into
any new joint marketing, reseller, distribution or other arrangement with
another provider of Internet recruitment offerings which offers products or
services similar to TeamBuilder Online in the United States or Canada. However,
under the terms of this agreement, if ADP determines that the CareerBuilder
Network and TeamBuilder Online have material inadequacies that reduce their
ability to perform competitively in relation to other online recruiting
products, CareerBuilder must correct the deficiencies specified by ADP or ADP is
free to market alternative online recruitment services, including those of
CareerBuilder's competitors, during the term of the agreement. This agreement
also generally provides that, during the term of the agreement, CareerBuilder
will not enter into any new reseller, distribution or similar agreement with any
provider of human resource information systems which offers payroll software or
payroll processing services similar to those offered by ADP to sell
CareerBuilder's online recruiting offerings in the United States or Canada, or
with another payroll or benefits administration provider. The ADP agreement may
be terminated by ADP at any time after January 23, 2002 upon at least 120 days
notice.
    
 
     In connection with the execution of the joint marketing and sales
representative agreement and its amendment and the sale of shares of capital
stock to ADP, CareerBuilder issued a warrant to ADP. See "Certain
Transactions -- Transactions with ADP" and Note 14 of Notes to Financial
Statements.
 
COMPETITION
 
     CareerBuilder competes with companies, including recruiting search firms,
that offer a single database "job board" solution, such as Monster.com and
Career Mosaic, as well as newspapers, magazines and other traditional media
companies that provide online job search services, such as CareerPath.com.
CareerBuilder also competes with large Internet information hubs, or portals,
such as AOL.com. CareerBuilder may experience competition from potential
customers to the extent that they develop their own online recruitment solutions
internally. In addition, CareerBuilder competes with traditional recruiting
services, such as newspapers and employee recruiting agencies, for a share of
employers' total recruiting budgets. CareerBuilder believes that there will be
rapid business consolidation in the online recruitment industry. Accordingly,
competitors may rapidly acquire significant market share. CareerBuilder expects
to face additional competition as other established
 
                                       42
<PAGE>   48
 
and emerging companies, including print media companies and employee recruiting
agencies with established brands, enter the online recruitment market.
 
     Although CareerBuilder believes it competes favorably in the online
recruitment market, the online recruitment market is intensely competitive and a
number of factors could adversely affect CareerBuilder's ability to compete in
the future.
 
PROPRIETARY RIGHTS
 
     CareerBuilder relies upon a combination of copyright, trade secret and
trademark laws, and non-disclosure and other contractual arrangements to protect
its proprietary rights. There can be no assurance that the steps CareerBuilder
has taken to protect its proprietary rights, however, will be adequate to deter
misappropriation of proprietary information, and CareerBuilder may not be able
to detect unauthorized use and take appropriate steps to enforce its
intellectual property rights. Although CareerBuilder believes that its products
and services do not infringe upon the intellectual property rights of others and
that it has all rights necessary to utilize the intellectual property employed
in its business, CareerBuilder is subject to the risk of claims alleging
infringement of third-party intellectual property rights. Any such claims could
require CareerBuilder to spend significant sums on litigation, pay damages,
delay product installments, develop non-infringing intellectual property or
acquire licenses to intellectual property that is the subject of any such
infringement. Therefore, such claims could have a material adverse effect on
CareerBuilder's business, operating results and financial condition.
 
EMPLOYEES
 
   
     At March 31, 1999, CareerBuilder had a total of 113 employees. Of these
employees, 61 were involved in sales, marketing and business development, 37
were involved in technical support and engineering and 15 were involved in
finance, administration and corporate operations. None of CareerBuilder's
employees is represented by a labor union. CareerBuilder has not experienced any
work stoppages and considers relations with its employees to be good.
    
 
FACILITIES
 
     CareerBuilder currently leases approximately 27,000 square feet of space at
its headquarters in Reston, Virginia under two separate leases. These leases
expire as to various portions of the facilities at various times from July 1999
to September 2001. CareerBuilder also maintains field sales offices in Atlanta,
Boston, Chicago, Dallas, Houston, Los Angeles, New York, San Francisco and
Seattle.
 
     CareerBuilder contracts with Global Center to host its communications
hardware and other computer hardware operations that maintain the CareerBuilder
Network. Global Center provides site hosting, systems management, network
optimization, and environmental security consistent with accepted standards for
high availability around-the-clock data center operations.
 
LEGAL PROCEEDINGS
 
     CareerBuilder is not a party to any material legal proceedings.
 
                                       43
<PAGE>   49
 
                                   MANAGEMENT
 
EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES
 
   
     The executive officers, directors and key employees of CareerBuilder, their
ages at March 31, 1999 and their positions are as follows:
    
 
   
<TABLE>
<CAPTION>
                  NAME                    AGE                   POSITION
                  ----                    ---                   --------
<S>                                       <C>   <C>
Executive officers and directors:
  Robert J. McGovern....................  37    Chairman of the Board of Directors,
                                                President and Chief Executive Officer
  James A. Tholen.......................  39    Senior Vice President, Chief Financial
                                                Officer, Secretary and Director
  Eugene J. Austin......................  40    Senior Vice President of Sales
  James A. Winchester, Jr...............  47    Senior Vice President of Engineering and
                                                  Chief Technology Officer
  Peter Barris (1)......................  47    Director
  Gary C. Butler (1)....................  52    Director
  D. Jarrett Collins (2)................  37    Director
  J. Neil Weintraut.....................  40    Director
  David C. Wetmore (2)..................  50    Director

Other key employees:
  Partho Choudhury......................  39    Vice President of Marketing
  William A. Klanke.....................  42    Vice President of Business Development
</TABLE>
    
 
- -------------------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
 
     ROBERT J. MCGOVERN is the founder of CareerBuilder, and has served as
Chairman of the Board of Directors, President and Chief Executive Officer of
CareerBuilder since its founding in November 1995. From May 1993 until August
1995, he served as Vice President and General Manager of the Availability and
Performance Management Group, a division of Legent Corporation, a systems
software company. Prior to that time, he served in various senior positions in
sales with Hewlett-Packard Company, a computer hardware and software company.
 
     JAMES A. THOLEN has served as a director of CareerBuilder since its
founding in November 1995 and as Senior Vice President and Chief Financial
Officer of CareerBuilder since September 1998. From April 1997 until September
1998, he served as Chief Operating Officer and Chief Financial Officer of FTP
Software, Inc., a software communications company. From September 1995 to
February 1997, he served as Chief Financial Officer of The Compucare Company, a
healthcare information systems provider. From August 1993 until August 1995, he
served as Vice President of Corporate Strategy and Development for Legent
Corporation.
 
     EUGENE J. AUSTIN has served as Senior Vice President of Sales of
CareerBuilder since July 1996. From November 1994 to July 1996, he served as
Vice President of Marketing for the Systems Division of Compaq Computer
Corporation, a manufacturer of personal computers.
 
     JAMES A. WINCHESTER, JR. has served as Senior Vice President of Engineering
and Chief Technology Officer of CareerBuilder since November 1995. From November
1987 until August 1995, he served as Manager and Director of Software
Development with Legent Corporation.
 
     PETER BARRIS has served as a director of CareerBuilder since July 1996. Mr.
Barris has been a General Partner with New Enterprise Associates L.P., a private
investment firm, since 1992. Prior to that, he served as President and Chief
Operating Officer of Legent Corporation from 1988 to 1990. Prior to that, Mr.
Barris served as Senior Vice President and General Manager of UCCEL, a systems
                                       44
<PAGE>   50
 
software developer, and held a variety of marketing and general management
positions with General Electric Company, a manufacturing company. Mr. Barris
serves as a director of Mobius Management Systems, Inc. and pcOrder.com, Inc.,
both of which are computer software systems and services companies.
 
     GARY C. BUTLER has served as a director of CareerBuilder since January
1998. Mr. Butler has served as President, Chief Operating Officer and a director
of Automatic Data Processing, Inc., or ADPI, the parent of ADP, since April
1998. From January 1995 to April 1998, he served as Group President of the
Employer Services Group of ADPI. Prior to that time, he served as Group
President for the Dealer Services Group of ADPI for more than five years. Mr.
Butler serves as a director of Convergys Corporation, a provider of financial
and management services.
 
     D. JARRETT COLLINS has served as a director of CareerBuilder since
September 1997. Mr. Collins has served as Director of TTC Ventures, a subsidiary
of Thomson Holdings, a publishing company, since September 1995. From July 1989
to September 1995, Mr. Collins was a principal in Copley Venture Partners, a
venture capital partnership.
 
     J. NEIL WEINTRAUT has served as a director of CareerBuilder since January
1997. Mr. Weintraut has been a General Partner of 21st Century Internet Venture
Partners, a private investment firm, since October 1996. From 1987 to June 1996,
Mr. Weintraut held various positions at Hambrecht & Quist, an investment banking
firm, most recently as a general partner.
 
     DAVID C. WETMORE has served as a director of CareerBuilder since December
1995. Mr. Wetmore has served as Managing Director of Updata Capital, Inc., a
private investment firm, since November 1995. From 1992 to August 1995, Mr.
Wetmore served as Chief Operating Officer and a director of Legent Corporation.
From 1988 to 1992, he served as President, Chief Operating Officer and a
director of Goal Systems International, Inc., a systems software company, and
served as its Chief Executive Officer from 1989 to 1992 and its Chairman from
1991 to 1992. Mr. Wetmore serves as a director of Walker Interactive Systems,
Inc., a financial and analytical software developer, and Nationwide Investing
Foundation.
 
     PARTHO CHOUDHURY has served as Vice President of Marketing of CareerBuilder
since December 1998. From January 1998 to December 1998, he served as Vice
President of Marketing of the Sprint PCS Division of Sprint Corporation, a
wireless communications company, and from January 1995 to December 1997, he
served as the Director of Marketing for the Sprint PCS Division. From April 1993
to December 1994, he served as the Director of Marketing for the L'eggs Products
Division of Sara Lee Corporation. Prior to that time, he held marketing
positions with Warner-Lambert Company and Procter & Gamble Company.
 
     WILLIAM A. KLANKE has served as Vice President of Business Development of
CareerBuilder since November 1997. From September 1994 to November 1997, he
served as an Associate Publisher with Cahners Publishing Company, a publishing
company.
 
   
     Following this offering, the Board of Directors of CareerBuilder will be
divided into three classes, each of whose members will serve for a staggered
three-year term. The Board will consist of two Class I Directors, Messrs.
Collins and Weintraut, two Class II Directors, Messrs. Barris and Butler, and
three Class III Directors, Messrs. McGovern, Tholen and Wetmore. At each annual
meeting of stockholders, a class of directors will be elected for a three-year
term to succeed the directors of the same class whose terms are then expiring.
CareerBuilder's Amended and Restated By-laws provide that such directors are
elected by a plurality of all votes cast at such meeting. The terms of the Class
I Directors, Class II Directors and Class III Directors expire upon the election
and qualification of successor directors at the annual meeting of stockholders
held during the calendar years 2000, 2001 and 2002, respectively.
    
 
                                       45
<PAGE>   51
 
     Each executive officer serves at the discretion of the Board of Directors
and holds office until his or her successor is elected and qualified or until
his or her earlier resignation or removal. There are no family relationships
among any of the directors or executive officers of CareerBuilder.
 
     Holders of shares of each of the Class B convertible preferred stock and
Class C convertible preferred stock were entitled prior to the offering to elect
one representative to the Board of Directors. Mr. Barris was elected as the
representative of the holders of Class B convertible preferred stock and Mr.
Weintraut was elected as the representative of the holders of Class C
convertible preferred stock.
 
     Holders of shares of Class D convertible preferred stock were entitled
prior to the offering to elect two representatives to the Board of Directors.
Mr. Collins and Mr. Butler were elected as the representatives of the holders of
Class D convertible preferred stock.
 
     Holders of shares of each of Class E convertible preferred stock and Class
F convertible preferred stock were entitled prior to the offering to have one
individual present to observe all meetings of the Board of Directors. Mr. Gene
Riechers of FBR Technology Venture Partners, L.P. was designated as the observer
for the holders of Class E convertible preferred stock. Mr. Carlos Monfiglio of
GE Capital Equity Investments, Inc. was designated as the observer for the
holders of the Class F convertible preferred stock.
 
NOMINATION AND OBSERVER RIGHTS AFTER THE OFFERING
 
     Under the terms of the amendment to the joint marketing and sales
representative agreement, CareerBuilder has committed to nominate one
representative of ADP to stand for election to the Board of Directors at every
third annual meeting commencing in 2001. CareerBuilder's obligation to nominate
an ADP representative ends upon the termination of the joint marketing and sales
representative agreement.
 
     In addition, after the offering, several existing stockholders have the
right pursuant to their respective preferred stock purchase agreements to have
one representative attend each meeting of the Board of Directors so long as they
continue to own a specified number of shares of the common stock they receive
upon the automatic conversion in the offering of the convertible preferred stock
held by them. Specifically, the following seven stockholders each have the right
to have one observer present so long as they continue to hold the number of
shares of common stock indicated:
 
<TABLE>
<CAPTION>
                                                              NUMBER OF
                        STOCKHOLDER                            SHARES
                        -----------                           ---------
<S>                                                           <C>
New Enterprise Associates VI, Limited Partnership...........   500,000
21st Century Internet Fund, L.P.............................   500,000
TTC Ventures, Inc. .........................................   500,000
ADP, Inc. ..................................................   500,000
FBR Technology Venture Partners, L.P. ......................   250,000
GE Capital Equity Investments, Inc. and General Electric
  Pension Trust (one observer each so long as the specified
  number of shares is held in the aggregate)................   250,000
</TABLE>
 
COMMITTEES OF THE BOARD OF DIRECTORS
 
     The Board of Directors has a Compensation Committee composed of Messrs.
Barris and Butler, which makes recommendations concerning salaries and incentive
compensation for employees of and consultants to CareerBuilder and administers
and grants stock options pursuant to CareerBuilder's stock option plans. The
Board of Directors also has an Audit Committee composed of Messrs. Collins and
Wetmore, which reviews the results and scope of the audit and other services
provided by CareerBuilder's independent public accountants and reviews
CareerBuilder's internal controls.
 
                                       46
<PAGE>   52
 
DIRECTOR COMPENSATION
 
   
     Directors do not receive any cash fees for their services on the Board, but
are reimbursed for expenses incurred in connection with their attendance at
Board and committee meetings. In November 1997, the Board voted to grant to each
of CareerBuilder's non-employee directors, on an annual basis, options to
purchase up to 5,000 shares of common stock. In November 1997, three non-
employee directors, who had served on the Board for at least two years prior to
November 1997, were each granted a non-qualified stock option to purchase 10,000
shares of common stock at a purchase price of $0.35 per share. At the same time,
the Board also voted to grant on an annual basis, on the earlier of the date of
CareerBuilder's annual stockholders meeting or April 1, to each of
CareerBuilder's non-employee directors options to purchase up to 5,000 shares of
common stock. Pursuant to this resolution, on March 31, 1998, CareerBuilder's
six non-employee directors were each granted a non-qualified stock option to
purchase 5,000 shares of common stock at a purchase price of $0.40 per share,
vesting on March 31, 1999. Likewise, on April 1, 1999, the non-employee
directors were each granted a non-qualified stock option to purchase 5,000
shares of common stock at a purchase price of $9.00, vesting on March 31, 2000.
The Board has voted to discontinue these annual grants following the offering,
after which time the non-employee directors of CareerBuilder will be eligible to
receive stock options under CareerBuilder's 1999 Non-Employee Director Stock
Option Plan. See "-- Stock Plans -- 1999 Non-Employee Director Stock Option
Plan."
    
 
EXECUTIVE COMPENSATION
 
     The following table sets forth the total compensation paid or accrued for
the year ended December 31, 1998 for CareerBuilder's Chief Executive Officer and
its two other most highly compensated executive officers whose salary and bonus
totaled at least $100,000 for the year ended December 31, 1998:
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                              ANNUAL
                                                           COMPENSATION
                                                         -----------------      ALL OTHER
              NAME AND PRINCIPAL POSITION                 SALARY    BONUS    COMPENSATION(1)
              ---------------------------                --------   ------   ---------------
<S>                                                      <C>        <C>      <C>
Robert J. McGovern.....................................  $145,000   $2,902       $2,125
  Chairman of the Board, President and Chief Executive
  Officer
Eugene J. Austin.......................................   130,000    5,804        2,809
  Senior Vice President of Sales
James A. Winchester....................................   115,000       --        2,382
  Senior Vice President of Engineering and
  Chief Technology Officer
</TABLE>
 
- -------------------------
(1) Represents premiums paid by CareerBuilder for executive disability
    insurance.
 
                                       47
<PAGE>   53
 
OPTION EXERCISES AND YEAR-END OPTION VALUES
 
     The following table sets forth information concerning the value of options
exercised by each of the named executive officers as of December 31, 1998 and
the number and value of unexercised options held by each of the named executive
officers on December 31, 1998. CareerBuilder granted no stock options to any of
the named executive officers in 1998.
 
                1998 OPTION EXERCISES AND YEAR-END OPTION VALUES
 
<TABLE>
<CAPTION>
                                                             NUMBER OF SHARES            VALUE OF UNEXERCISED
                                                                UNDERLYING                   IN-THE-MONEY
                                                            UNEXERCISED OPTIONS            OPTIONS AT FISCAL
                              SHARES                       AT FISCAL YEAR END(3)              YEAR-END(2)
                             ACQUIRED        VALUE      ---------------------------   ---------------------------
           NAME             ON EXERCISE   REALIZED(2)   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
           ----             -----------   -----------   -----------   -------------   -----------   -------------
<S>                         <C>           <C>           <C>           <C>             <C>           <C>
Robert J. McGovern........      --           --            --             --             --             --
Eugene J. Austin..........   125,000(1)    $307,500       105,161        126,506       $361,907       $431,860
James A. Winchester.......      --           --            --             --             --             --
</TABLE>
 
- -------------------------
(1) The indicated shares are subject to a right of repurchase at the fair market
    value of the shares in favor of CareerBuilder in the event of the owner's
    termination of employment with CareerBuilder or death and the owner shall
    not transfer the shares without first offering them to CareerBuilder on the
    same terms and conditions as those offered to the proposed transferee.
 
(2) Represents the difference between (a) the exercise price and (b) the fair
    market value of the common stock at the date of exercise, in the case of
    value received upon exercise ($2.50 per share), and at fiscal year end, in
    the case of value at year end ($3.50 per share). These fair market values
    were determined by CareerBuilder's Board of Directors.
 
(3) Shares purchased upon exercise of the indicated options are subject to a
    right of repurchase at the fair market value of the shares in favor of
    CareerBuilder in the event of the optionee's termination of employment with
    CareerBuilder or death and the optionees shall not transfer the shares
    purchased upon exercise of the indicated options without first offering them
    to CareerBuilder on the same terms and conditions as those offered to the
    proposed transferee.
 
STOCK PLANS
 
     A total of 3,300,000 shares of common stock have been reserved for issuance
in the aggregate under CareerBuilder's four stock option plans described below.
 
  STOCK OPTION PLAN
 
   
     CareerBuilder's original stock option plan provided for the grant of
incentive stock options intended to qualify under Section 422 of the Internal
Revenue Code and nonstatutory stock options. As of March 31, 1999, options to
purchase 1,375,843 shares of common stock were outstanding under this plan.
Following this offering, the Board of Directors has provided that no additional
grants or awards will be made under this plan.
    
 
  1999 STOCK INCENTIVE PLAN
 
     Under CareerBuilder's 1999 Stock Incentive Plan, a variety of stock-based
awards may be granted to officers, employees, directors, consultants and
advisors of CareerBuilder and its subsidiaries. The Board of Directors has
authorized the Compensation Committee to administer this plan. While
CareerBuilder currently anticipates that most grants under this plan will
consist of incentive stock options or nonstatutory stock options, CareerBuilder
could also grant other stock-based awards, including stock appreciation rights,
which represent the right to receive any excess in value of the shares of common
stock over the exercise price; restricted stock awards, which entitle recipients
 
                                       48
<PAGE>   54
 
   
to acquire shares of common stock, subject to the right of CareerBuilder to
repurchase all or part of such shares at their purchase price in the event that
the conditions specified in the award are not satisfied; or unrestricted stock
awards, which represent grants of shares to participants free of any
restrictions under this plan. Options or other awards that are granted under
this plan but expire unexercised are available for future grants. As of March
31, 1999, no options to purchase common stock or other awards had been granted
under this plan.
    
 
  1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
 
     Under CareerBuilder's 1999 Non-Employee Director Stock Option Plan,
directors of CareerBuilder who are not employees of CareerBuilder are eligible
to receive nonstatutory options to purchase shares of common stock. This plan
provides:
 
     - in the case of a non-employee director who is serving on CareerBuilder's
       Board of Directors on the effective date of this offering and who
       continues to serve on the Board of Directors at the adjournment of
       CareerBuilder's annual meeting of stockholders held in the year 2000 or
       the adjournment of any subsequent annual meeting shall be granted an
       option to purchase 5,000 shares of common stock on the date of each such
       adjournment;
 
     - in the case of a non-employee director elected to the Board of Directors
       after this offering (a "Non-IPO Director"), for the grant to such
       director on such election date of an option to purchase 5,000 shares of
       common stock; and
 
     - that each Non-IPO Director who is serving on the Board of Directors at
       the adjournment of any annual meeting of stockholders held after the date
       of his or her election shall be granted an option to purchase 5,000
       shares of common stock on the date of each such adjournment.
 
   
     All options granted under this plan will have an exercise price equal to
the fair market value of the common stock on the date of grant as determined
pursuant to the terms of this plan and shall vest on the first anniversary of
the date of grant. As of March 31, 1999, no options to purchase common stock had
been granted under this plan.
    
 
  1999 EMPLOYEE STOCK PURCHASE PLAN
 
   
     Under CareerBuilder's 1999 Employee Stock Purchase Plan, employees of
CareerBuilder, including directors of CareerBuilder who are employees and all
employees of designated subsidiaries of CareerBuilder, who meet the eligibility
requirements are able to participate in semi-annual plan offerings in which
payroll deductions may be used to purchase shares of common stock. The purchase
price of shares purchased under the purchase plan is 85% of the closing price of
the common stock on the first business day of the applicable plan offering
period or the last business day of the applicable plan offering period,
whichever is less. The first offering period under the purchase plan will
commence immediately after the completion of this offering.
    
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
   
     Messrs. Barris and Wetmore served during the year ended December 31, 1998
as members of the Compensation Committee of the Board of Directors. No executive
officer of CareerBuilder has served as a director of or member of the
compensation committee or other committee serving an equivalent function of any
other entity, any of whose executive officers serve as a director of or member
of the Compensation Committee of the Board of Directors.
    
 
                                       49
<PAGE>   55
 
                              CERTAIN TRANSACTIONS
 
TRANSACTIONS WITH ADP
 
   
     In January 1998, CareerBuilder entered into the ADP joint marketing and
sales representative agreement with ADP, which was amended in March 1999. Under
the terms of this agreement, ADP agreed to market CareerBuilder's services to
ADP's current and prospective clients using, at a minimum, ADP's major accounts
division direct sales force. This sales force is currently comprised of
approximately 470 salespeople and is generally responsible for selling to
companies with between 100 and 1,000 employees. Under the terms of the
agreement, ADP has the right, but not the obligation, to market CareerBuilder
online recruitment offerings on a worldwide basis. The agreement provides for
ADP to market CareerBuilder's online recruitment offerings using a co-branding
strategy, which allows ADP to sell CareerBuilder's online recruitment offerings
using materials incorporating ADP's name and logo. As its commission for sales
made to ADP clients and prospects through orders procured by ADP, ADP is
entitled to retain a percentage of total monthly revenue to CareerBuilder for
job advertisements on CareerBuilder.com purchased through such ADP orders and a
percentage of total monthly revenue to CareerBuilder for job advertisements on
the other sites on the CareerBuilder Network purchased through such ADP orders.
ADP is also entitled to receive a percentage of CareerBuilder's revenue from
TeamBuilder Software sales to ADP customers and prospects whose orders were
procured by ADP and a percentage of CareerBuilder's revenue from sales of
online, radio and banner advertising to ADP customers and prospects whose orders
were procured by ADP, as well as other fees associated with account installation
and support. Based on CareerBuilder's current revenues, ADP will receive
commissions from 33 1/3% to 50% of revenue generated from job advertisements
from customers for which ADP served as sales agent. CareerBuilder is also
obligated to pay ADP a sales commission of 50% of all revenue received from
sales of TeamBuilder Software and banner advertising to customers for whom ADP
served as sales agent. In the quarter ended March 31, 1999, ADP received sales
commissions of approximately 39% of revenue from customers for which ADP acted
as sales agent. The agreement also generally prohibits ADP's Employer Services
Division, during the term of the agreement, from entering into any new joint
marketing, reseller, distribution or other arrangement with any other provider
of Internet recruitment offerings that offers products or services similar to
TeamBuilder Online in the United States or Canada. However, under the terms of
this agreement, if ADP determines that the CareerBuilder Network or TeamBuilder
Online have material inadequacies that reduce their ability to perform
competitively in relation to other online recruiting products, CareerBuilder
must correct the deficiencies specified by ADP or ADP is free to market
alternative online recruitment services, including those of CareerBuilder's
competitors, during the term of the agreement. The agreement generally provides
that, during the term of the agreement, CareerBuilder will not enter into any
new reseller, distribution or similar agreement with any provider of human
resources information systems offering payroll software or payroll processing
services similar to those offered by ADP to sell CareerBuilder's online
recruitment offerings in the United States or Canada, or with another payroll or
benefits administration provider. The ADP agreement continues until January 23,
2002, and thereafter continues automatically unless terminated by either of the
parties. ADP can terminate the agreement at any time after January 23, 2002 by
giving CareerBuilder at least 120 days written notice. CareerBuilder can
terminate the agreement at any time after January 23, 2002, after giving written
notice to ADP ranging from one to three years depending upon the total revenue
generated from ADP customers and prospects whose orders were procured by ADP.
Notwithstanding termination of the ADP agreement for any reason, ADP will be
entitled to continue to receive on an ongoing basis its allocated share of
recurring revenue to CareerBuilder derived from an ADP-acquired customer for as
long as such customer continues to receive any of CareerBuilder's online
recruitment offerings for which orders were procured by ADP.
    
 
                                       50
<PAGE>   56
 
   
     In connection with the execution of the joint marketing and sales
representative agreement and its amendment and the sale of shares of capital
stock to ADP, CareerBuilder issued a warrant to ADP, which vests in three
installments. The first installment of 380,000 shares vested at the signing of
the amendment. The exercise price of the first installment is $12.00 per share.
Warrants for the second and third installments of up to 380,000 shares of common
stock each will vest based on ADP achieving specified revenue-based milestones.
The revenue-based milestones are measured for a specific time period, by
subtracting from total revenue received from customers for which ADP has acted
as sales agent, sales commissions paid to ADP. In order for the March 2001
installment of the warrant to vest, revenue minus sales commission for the
period from March 1, 1999 through March 30, 2001 must exceed $10.2 million. In
order for the minimum number of shares under the March 2002 installment to vest,
the milestone of revenue minus sales commission for the period from April 1,
2001 through March 30, 2002 must exceed $23.0 million, with $30.0 million
required to the maximum number of shares issuable under the installment to vest.
The exercise price for the second and third installments is $5.00 per share. The
ADP warrant contains antidilution provisions that increase the number of shares
for which the warrant is exercisable if CareerBuilder issues additional equity
securities primarily for financing purposes, not including the shares of common
stock sold in this offering. Each remaining installment of the warrant may be
issuable upon exercise for a maximum of 457,026 shares based on current
antidilution calculations. The number of shares of common stock issuable upon
exercise of the warrant may increase up to a maximum of 502,729 shares for each
of the second and third installments as a result of these provisions. The first,
second and third installments are each exercisable, to the extent vested, during
the five-year period following March 4, 1999, March 31, 2001 and March 31, 2002,
respectively.
    
 
     As the ADP warrant vests, CareerBuilder may be required to record
significant expenses. See Note 14 of Notes to Financial Statements.
 
STOCK PURCHASES BY AFFILIATES
 
     In November 1995, in connection with the founding of CareerBuilder,
CareerBuilder issued to Robert J. McGovern for an aggregate price of $80,000,
and James A. Winchester for an aggregate price of $20,000, 3,431,250 and 693,750
shares of Class A common stock, respectively, and issued 80 shares of Class B
non-voting liquidating preferred stock to Mr. McGovern and 20 shares of Class B
non-voting liquidating preferred stock. Messrs. McGovern and Winchester
currently serve as officers of CareerBuilder and Mr. McGovern currently serves
as the Chairman of the Board.
 
     In December 1995, CareerBuilder issued to David C. Wetmore 468,750 shares
of Class A common stock, and 150 shares of Class B non-voting liquidating
preferred stock at an aggregate purchase price of $150,000. Mr. Wetmore
currently serves as a director of CareerBuilder.
 
     In July 1996, CareerBuilder converted the 3,431,250 shares of Class A
common stock and the 80 shares of Class B non-voting liquidating preferred
issued to Mr. McGovern into 250,000 shares of Class A convertible preferred
stock and 3,181,250 shares of common stock, converted the 693,750 shares of
Class A common stock issued to Mr. Winchester into 693,750 shares of common
stock, and converted the 468,750 shares of Class A common stock and the 150
shares of Class B non-voting liquidating preferred issued to Mr. Wetmore into
468,750 shares of Class A convertible preferred stock. Upon completion of this
offering, each share of Class A convertible preferred stock will automatically
convert into one share of common stock.
 
     In July 1996, CareerBuilder issued shares of Class B convertible preferred
stock to David C. Wetmore and to other stockholders of CareerBuilder at a
purchase price of $0.76 per share. The number of shares of Class B convertible
preferred stock issued to each individual and entity is set
 
                                       51
<PAGE>   57
 
forth below. Upon completion of this offering, each share of Class B convertible
preferred stock will automatically convert into one share of common stock.
 
<TABLE>
<CAPTION>
                                                 NUMBER OF SHARES OF CLASS B
               NAME OF INVESTOR                  CONVERTIBLE PREFERRED STOCK
               ----------------                  ----------------------------
<S>                                              <C>
David C. Wetmore...............................             135,730
New Enterprise Associates VI, Limited
  Partnership..................................           1,710,527
NEA President's Fund, L.P......................              78,947
</TABLE>
 
     In January 1997, CareerBuilder issued shares of Class C convertible
preferred stock to stockholders of CareerBuilder at a purchase price of $1.44
per share. The number of shares of Class C convertible preferred stock issued to
each entity is set forth below. Upon completion of this offering, each share of
Class C convertible preferred stock will automatically convert into one share of
common stock.
 
<TABLE>
<CAPTION>
                                                 NUMBER OF SHARES OF CLASS C
               NAME OF INVESTOR                  CONVERTIBLE PREFERRED STOCK
               ----------------                  ----------------------------
<S>                                              <C>
21st Century Internet Fund, L.P................           1,800,000
New Enterprise Associates VI, Limited
  Partnership..................................           1,388,889
</TABLE>
 
     In September 1997 and January 1998, CareerBuilder issued shares of Class D
convertible preferred stock to entities affiliated with directors of
CareerBuilder and stockholders of CareerBuilder at a purchase price of $3.57 per
share. The number of shares of Class D convertible preferred stock issued to
each entity is set forth below. Upon completion of this offering, each share of
Class D convertible preferred stock will automatically convert into one share of
common stock.
 
<TABLE>
<CAPTION>
                                                 NUMBER OF SHARES OF CLASS D
               NAME OF INVESTOR                  CONVERTIBLE PREFERRED STOCK
               ----------------                  ----------------------------
<S>                                              <C>
21st Century Internet Fund, L.P................            327,557
New Enterprise Associates VI, Limited
  Partnership..................................            317,667
ADP............................................            840,337
</TABLE>
 
     In July 1998, CareerBuilder issued shares of Class E convertible preferred
stock to entities affiliated with directors of CareerBuilder and stockholders of
CareerBuilder at a purchase price of $4.93 share. The number of shares of Class
E convertible preferred stock issued to each entity is set forth below. Upon
completion of this offering, each share of Class E convertible preferred stock
will automatically convert into one share of common stock.
 
   
<TABLE>
<CAPTION>
                                                 NUMBER OF SHARES OF CLASS E
               NAME OF INVESTOR                  CONVERTIBLE PREFERRED STOCK
               ----------------                  ---------------------------
<S>                                              <C>
21st Century Internet Fund, L.P................            143,068
New Enterprise Associates VI, Limited
  Partnership..................................            235,091
</TABLE>
    
 
     In January 1999, CareerBuilder issued shares of Class F convertible
preferred stock to entities affiliated with directors of CareerBuilder and
stockholders of CareerBuilder at a purchase price of $5.45 per share. The number
of shares of Class F convertible preferred stock issued to each entity is
 
                                       52
<PAGE>   58
 
set forth below. Upon completion of this offering, each share of Class F
convertible preferred stock will automatically convert into one share of common
stock.
 
   
<TABLE>
<CAPTION>
                                                 NUMBER OF SHARES OF CLASS F
               NAME OF INVESTOR                  CONVERTIBLE PREFERRED STOCK
               ----------------                  ---------------------------
<S>                                              <C>
GE Capital Equity Investments, Inc.............            917,431
21st Century Internet Fund, L.P................            171,389
New Enterprise Associates VI, Limited
  Partnership..................................            279,792
ADP............................................             63,232
</TABLE>
    
 
OTHER TRANSACTIONS WITH AFFILIATES
 
     Pursuant to the Certificate of Incorporation, CareerBuilder's board of
directors currently consists of one director designated by the holders of Class
A convertible preferred stock, one director designated by the holders of Class B
convertible preferred stock, one director designated by the holders of Class C
convertible preferred stock, two directors designated by the holders of common
stock, one director designated by Thomson U.S. Inc. on behalf of the holders of
Class D convertible preferred stock and one director designated by ADP also on
behalf of the holders of Class D convertible preferred stock. This arrangement
will terminate upon the completion of the offering.
 
     CareerBuilder has adopted a policy providing that all material transactions
between CareerBuilder and its officers, directors and other affiliates must:
 
     - be approved by a majority of the members of CareerBuilder's Board of
       Directors and by a majority of the disinterested members of the Board of
       Directors; and
 
     - be on terms no less favorable to CareerBuilder than could be obtained
       from unaffiliated third parties.
 
                                       53
<PAGE>   59
 
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
   
     The following table sets forth information regarding the beneficial
ownership of the common stock of CareerBuilder as of March 31, 1999 by each
person or entity known to CareerBuilder to own beneficially more than 5% of the
common stock, each of the directors of CareerBuilder, each of the named
executive officers, each of the selling stockholders and all directors and
executive officers as a group. Unless otherwise indicated, each person or entity
named in the table has sole voting power and investment power (or shares such
power with his or her spouse) with respect to all shares of capital stock listed
as owned by such person or entity.
    
 
   
<TABLE>
<CAPTION>
                                      SHARES BENEFICIALLY                      SHARES TO BE
                                             OWNED            NUMBER OF     BENEFICIALLY OWNED
                                     PRIOR TO OFFERING(1)      SHARES        AFTER OFFERING(1)
                                    -----------------------    OFFERED    -----------------------
     NAME OF BENEFICIAL OWNER         NUMBER     PERCENTAGE   FOR SALE      NUMBER     PERCENTAGE
     ------------------------       ----------   ----------   ---------   ----------   ----------
<S>                                 <C>          <C>          <C>         <C>          <C>
New Enterprise Associates (2).....   4,022,551      23.8%       --         4,022,551      18.8%
  1119 St. Paul Street
  Baltimore, MD 21202
21st Century Internet Fund, L.P.
  (3).............................   2,449,097      14.4        --         2,449,097      11.5
  Two South Park
  San Francisco, CA 94107
ADP, Inc. (4).....................   1,283,569       7.6        --         1,283,569       6.0
  1 ADP Boulevard
  Roseland, NJ 07068
GE Capital Equity Investments,
  Inc.............................     917,431       5.4        --           917,431       4.3
  120 Long Ridge Road
  Stamford, CT 06927
Robert J. McGovern (5)............   3,350,540      19.8        --         3,350,540      15.7
Eugene J. Austin (6)..............     353,359       2.1        --           353,359       1.7
James A. Tholen (7)...............      22,500         *        --            22,500         *
James A. Winchester...............     693,750       4.1        --           693,750       3.2
Peter J. Barris (8)...............   4,037,551      23.8        --         4,037,551      18.9
Gary C. Butler (9)................   1,288,569       7.6        --         1,288,569       6.0
D. Jarrett Collins (10)...........     649,891       3.8        --           649,891       3.0
J. Neil Weintraut (11)............   2,454,097      14.5        --         2,454,097      11.5
David C. Wetmore (12).............     586,980       3.5       25,000        561,980       2.6
All executive officers and
  directors as a group (9 persons)
  (13)............................  13,437,237      78.8       25,000     13,412,237      62.5
Other Selling Stockholders:
John F. Burton (14)...............     431,052       2.5       25,000        406,052       1.9
Bernard Goldsmith (15)............     544,480       3.2       50,000        494,480       2.3
</TABLE>
    
 
- -------------------------
  *  Less than 1%
 
   
 (1) Assumes no exercise of the underwriters' over-allotment option. The number
     of shares of common stock outstanding prior to this offering includes
     16,930,177 shares of common stock outstanding as of March 31, 1999 and,
     with respect to each person, the shares issuable by CareerBuilder pursuant
     to options held by such persons which may be exercised within 60 days
     following March 31, 1999 ("Presently Exercisable Options"). The number of
     shares beneficially
    
 
                                       54
<PAGE>   60
 
   
     owned by each stockholder is determined under rules promulgated by the
     Securities and Exchange Commission, and the information is not necessarily
     indicative of beneficial ownership for any other purpose. Under such rules,
     beneficial ownership includes any shares as to which the individual or
     entity has sole or shared voting power or investment power and any shares
     as to which the individual or entity has the right to acquire beneficial
     ownership within 60 days after March 31, 1999 through the exercise of any
     stock option, warrant or other right. The inclusion herein of such shares,
     however, does not constitute an admission that the named stockholder is a
     direct or indirect beneficial owner of such shares.
    
 
 (2) Consists of 3,930,446 shares of common stock held of record by New
     Enterprise Associates VI, Limited Partnership, 78,947 shares of common
     stock held of record by NEA President's Fund, L.P. and 13,158 shares of
     common stock held of record by NEA Ventures 1996, L.P.
 
 (3) Includes 2,127,557 shares of common stock held of record by 21st Century
     Internet Fund, L.P.
 
 (4) Includes 380,000 shares of common stock issuable upon exercise of the
     warrant issued to ADP in January 1998.
 
 (5) Includes 250,000 shares of common stock held of record by the Robert
     McGovern Bypass Trust. Mr. McGovern disclaims beneficial ownership of
     shares held of record by such trust.
 
   
 (6) Includes 70,026 shares subject to Presently Exercisable Options.
    
 
   
 (7) Includes 7,500 shares subject to Presently Exercisable Options.
    
 
 (8) Includes 3,930,446 shares of common stock held of record by New Enterprise
     Associates VI, Limited Partnership, 78,947 shares of common stock held of
     record by NEA President's Fund, L.P. and 13,158 shares of common stock held
     of record by NEA Ventures 1996, L.P. Mr. Barris disclaims beneficial
     ownership of all such shares of common stock. Also includes 15,000 shares
     subject to Presently Exercisable Options.
 
 (9) Consists of 903,569 shares of common stock held of record by ADP and
     380,000 shares of common stock issuable upon exercise of the warrant issued
     to ADP in January 1998. Mr. Butler disclaims beneficial ownership of all
     such shares of common stock. Also includes 5,000 shares subject to
     Presently Exercisable Options.
 
(10) Includes 644,891 shares of common stock held of record by Thomson U.S. Inc.
     Mr. Collins disclaims beneficial ownership of all such shares of common
     stock. Also includes 5,000 shares subject to Presently Exercisable Options.
 
(11) Includes 321,540 shares of common stock held of record by 21st Century
     Internet Venture Partners, LLC and 2,127,557 shares of common stock held of
     record by 21st Century Internet Fund, L.P. Mr. Weintraut disclaims
     beneficial ownership of all such shares of common stock. Also includes
     5,000 shares subject to Presently Exercisable Options.
 
(12) Includes 7,500 shares subject to Presently Exercisable Options. Excludes
     40,000 shares of common stock held of record by adult children of Mr.
     Wetmore.
 
(13) See footnotes (1) and (5) through (12) above.
 
                                       55
<PAGE>   61
 
(14) Includes 10,000 shares of common stock held of record by Camden D. Burton,
     10,000 shares of common stock held of record by Casey L. Burton and 10,000
     shares of common stock held of record by Haley F. Burton. Mr. Burton
     disclaims beneficial ownership of all such shares of common stock.
 
(15) Includes 20,000 shares of common stock held of record by the Goldsmith
     Family Irrevocable Life Insurance Trust. Mr. Goldsmith disclaims beneficial
     ownership of all such shares of common stock. Excludes 60,000 shares of
     common stock held of record by Mr. Goldsmith's adult children.
 
                                       56
<PAGE>   62
 
                          DESCRIPTION OF CAPITAL STOCK
 
   
     Following this offering, the authorized capital stock of CareerBuilder will
consist of 50,000,000 shares of common stock and 10,000,000 shares of preferred
stock, $.001 par value per share. As of March 31, 1999, assuming conversion of
all shares of convertible preferred stock into common stock, there would have
been 16,930,177 shares of Common Stock outstanding held by 97 stockholders.
    
 
     The following summary of CareerBuilder's common stock, preferred stock,
Amended and Restated Certificate of Incorporation and Amended and Restated
By-laws is not intended to be complete and is qualified by reference to the
provisions of applicable law and to CareerBuilder's certificate of
incorporation, by-laws and other agreements included as exhibits to the
Registration Statement of which this prospectus is a part. See "Additional
Information."
 
COMMON STOCK
 
     Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Holders of common stock are entitled to receive ratably such dividends,
if any, as may be declared by the Board of Directors out of funds legally
available therefor, subject to any preferential dividend rights of outstanding
preferred stock. Upon the dissolution or liquidation of CareerBuilder, subject
to the prior rights of any outstanding preferred stock, the holders of common
stock are entitled to receive ratably the net assets of CareerBuilder available
after the payment of all debts and other liabilities, and subject to the prior
rights of any outstanding preferred stock. Holders of common stock have no
preemptive, subscription or redemption rights. The outstanding shares of common
stock are, and the shares of common stock offered by CareerBuilder in this
offering will be, when issued and paid for, fully paid and nonassessable. The
rights, preferences and privileges of holders of common stock are subject to,
and may be adversely affected by, the rights of the holders of shares of any
series of preferred stock which CareerBuilder may designate and issue in the
future. Several holders of common stock have the right to require CareerBuilder
to effect the registration of their shares of common stock in certain
circumstances. See "Shares Eligible for Future Sale -- Registration Rights."
 
     At present, there is no established trading market for the common stock. We
have applied to list the shares of the common stock on The Nasdaq Stock Market's
National Market under the symbol "CBDR".
 
PREFERRED STOCK
 
     Under the terms of the certificate of incorporation, the board of directors
is authorized, subject to any limitations prescribed by law, without stockholder
approval, to issue up to 10,000,000 shares of preferred stock in one or more
series. Each such series of preferred stock shall have such rights, preferences,
privileges and restrictions, including voting rights, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be determined by the board of directors.
 
     The purpose of authorizing the board of directors to issue preferred stock
and determine its rights and preferences is to eliminate delays associated with
a stockholder vote on specific issuances. The issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of CareerBuilder. CareerBuilder has no
present plans to issue any shares of preferred stock.
 
                                       57
<PAGE>   63
 
WARRANTS
 
     In January 1998, CareerBuilder issued to ADP a warrant, which was amended
in March 1999, which currently represents the right to purchase up to 1,294,052
shares of common stock vesting in three installments. The first installment for
380,000 shares of common stock at an exercise price of $12.00 per share vested
at the time of the amendment in March 1999. The remaining two installments have
an exercise price of $5.00 per share and vest subject to ADP achieving specified
revenue targets. See "Certain Transactions -- Transactions with ADP."
 
     In December 1998, CareerBuilder issued to PNC a warrant to purchase up to
40,568 shares of common stock at a purchase price of $4.93 per share. This
warrant expires on December 29, 2008. PNC also has the right to require
CareerBuilder, in specified circumstances, to effect the registration of the
shares of common stock issuable upon exercise of this warrant. See "Shares
Eligible for Future Sale -- Registration Rights."
 
     In March 1999, CareerBuilder issued two warrants to NBC Multimedia, Inc.
The first warrant, granting the right to purchase up to 93,750 shares of common
stock at a purchase price of $8.00 per share, vests in two equal installments,
one each on March 5, 2000 and 2001. The second warrant, granting the right to
purchase up to 53,571 shares of common stock at a purchase price of $14.00 per
share, vests in two equal installments, one each on March 5, 2001 and March 5,
2002. Each of the warrants expire on March 5, 2004.
 
DELAWARE LAW AND CHARTER AND BY-LAW PROVISIONS
 
     CareerBuilder is subject to the provisions of Section 203 of the Delaware
corporate law statute. Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. A "business combination"
includes mergers, assets sales and other transactions resulting in a financial
benefit to the interested stockholder. Subject to specified exceptions, an
"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock.
 
     The certificate of incorporation and by-laws provide for the division of
the Board of Directors into three classes as nearly equal in size as possible
with staggered three-year terms. See "Management." In addition, the certificate
of incorporation provides that directors may be removed only for cause by the
affirmative vote of the holders of 75% of the shares of capital stock entitled
to vote. Under the certificate of incorporation and by-laws, any vacancy on the
Board of Directors, including a vacancy resulting from an enlargement of the
Board of Directors, may only be filled by vote of a majority of the directors
then in office. The classification of the Board of Directors and the limitation
on removal of directors and filling of vacancies could make it more difficult
for a third party to acquire, or discourage a third party from acquiring,
control of CareerBuilder.
 
     The certificate of incorporation and by-laws also provide that after this
offering, any action required or permitted to be taken by the stockholders of
CareerBuilder at an annual meeting or special meeting of stockholders may only
be taken if it is properly brought before such meeting and may not be taken by
written action in lieu of a meeting. The certificate of incorporation and
by-laws further provide that special meetings of the stockholders may only be
called by the Chairman of the Board, the President or the Board of Directors.
 
                                       58
<PAGE>   64
 
     In order for any matter to be considered "properly brought" before an
annual meeting, a stockholder must comply with advance notice and information
disclosure requirements. The stockholder must deliver written notice of the
matter to the Secretary of CareerBuilder, to be received not less than 60 days
nor more than 90 days prior to the meeting. However, if less than 70 days'
notice or prior public disclosure of the date of the meeting is given to
stockholders, the notice would have to be received by the Secretary not later
than the close of business on the 10th day following the date on which the
notice of the meeting was mailed or such public disclosure was made, whichever
occurs first. If the matter relates to the election of directors of
CareerBuilder, the notice must set forth specific information regarding each
nominee and the nominating stockholder. For any other matter, the notice must
set forth a brief description of the business desired to be brought and the
reasons for conducting such business at the annual meeting and information
regarding the proponent stockholder. These provisions could have the effect of
delaying until the next annual stockholders meeting stockholder actions which
are favored by the holders of a majority of the outstanding voting securities of
CareerBuilder. These provisions could also discourage a third party from making
a tender offer for the common stock, because even if it acquired a majority of
the outstanding voting securities of CareerBuilder, the third party would be
able to take action as a stockholder (such as electing new directors or
approving a merger) only at a duly called annual stockholders' meeting, and not
by written consent.
 
     Delaware corporate law provides generally that the affirmative vote of a
majority of the shares entitled to vote on any matter is required to amend a
corporation's certificate of incorporation or by-laws, unless CareerBuilder's
certificate of incorporation or by-laws, as the case may be, requires a greater
percentage. The by-laws require the affirmative vote of holders of at least 75%
of the votes which all the stockholders would be entitled to cast to amend or
repeal any of the provisions described in the prior three paragraphs.
 
     The certificate of incorporation contains provisions permitted under
Delaware corporate law relating to the liability of directors. The provisions
eliminate a director's liability for monetary damages for a breach of fiduciary
duty, except in circumstances involving wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions which involve intentional
misconduct or a knowing violation of law. Further, the certificate of
incorporation contains provisions to indemnify CareerBuilder's directors and
officers to the fullest extent permitted by Delaware corporate law.
CareerBuilder believes that these provisions will assist CareerBuilder in
attracting and retaining qualified individuals to serve as directors.
 
TRANSFER AGENT AND REGISTRAR
 
     The transfer agent and registrar for the common stock will be American
Stock Transfer and Trust Company.
 
                                       59
<PAGE>   65
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Prior to this offering, there has been no public market for the common
stock of CareerBuilder. Future sales of substantial amounts of common stock in
the public market could adversely affect prevailing market prices from time to
time. Furthermore, since only a limited number of shares will be available for
sale shortly after the offering because of the contractual and legal
restrictions on resale described below, sales of substantial amounts of common
stock in the public market after the restrictions lapse could adversely affect
the prevailing market price and the ability of CareerBuilder to raise equity
capital in the future.
 
   
     Upon completion of the offering, CareerBuilder will have 21,330,177 shares
of common stock outstanding, assuming no exercise of currently outstanding
options. Of these shares, the 4,500,000 shares sold in this offering (plus any
additional shares sold upon exercise of the underwriters' over-allotment option)
will be freely transferable without restriction under the Securities Act, unless
they are purchased by an existing "affiliate" of CareerBuilder as that term is
used under the Securities Act and the regulations promulgated thereunder. The
remaining 16,830,177 shares of common stock held by existing stockholders are
"restricted securities" as that term is defined in Rule 144 of the Securities
Act. These restricted securities may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rule 144
or Rule 701 under the Securities Act.
    
 
     In general, under Rule 144 as currently in effect, beginning 90 days after
the effective date of the offering, an affiliate of CareerBuilder, or a person
(or persons whose shares are aggregated) who has beneficially owned restricted
securities for at least one year is entitled to sell within any three-month
period a number of shares that does not exceed the greater of (i) one percent of
the then outstanding shares of common stock or (ii) the average weekly trading
volume of common stock in the Nasdaq National Market during the four calendar
weeks immediately preceding the date on which notice of the sale is filed with
the Commission. Sales pursuant to Rule 144 are subject to certain requirements
relating to the manner of sale, notice, and the availability of current public
information about CareerBuilder. A person (or persons whose shares are
aggregated) who was not an affiliate of CareerBuilder at any time during the 90
days immediately preceding the sale and who has beneficially owned restricted
securities for at least two years is entitled to sell such shares under Rule
144(k) without regard to the limitations described above.
 
     An employee, officer or director of or consultant to CareerBuilder who
purchased or was awarded shares or options to purchase shares pursuant to a
written compensatory plan or contract is entitled to rely on the resale
provisions of Rule 701 under the Securities Act, which permits affiliates and
non-affiliates to sell their Rule 701 shares without having to comply with Rule
144's holding period restrictions, in each case commencing 90 days after the
date of this prospectus. In addition, non-affiliates may sell Rule 701 shares
without complying with the public information, volume and notice provisions of
Rule 144.
 
     As a result of contractual restrictions and the provisions of Rules 144 and
701, additional shares will be available for sale in the public market as
follows:
 
          - no restricted securities will be eligible for immediate sale on the
            date of this prospectus;
 
   
          - approximately 35,375 restricted securities will be eligible for sale
            beginning 90 days after the date of this prospectus, subject in some
            cases to compliance with Rule 144;
    
 
   
          - approximately 14,711,827 additional restricted securities will be
            eligible for sale beginning 180 days after the effective date of
            this offering upon expiration of lock-up agreements, subject in some
            cases to compliance with Rule 144; and
    
 
                                       60
<PAGE>   66
 
          - the remainder of the restricted securities will be eligible for sale
            from time to time thereafter, subject in some cases to compliance
            with Rule 144.
 
     In addition, CareerBuilder expects to file a registration statement on Form
S-8 registering up to 3,300,000 shares of common stock subject to outstanding
stock options or reserved for issuance under CareerBuilder's equity incentive
plans. Shares registered under such registration statement will, subject to Rule
144 volume limitations applicable to affiliates, be available for sale in the
open market, unless such shares are subject to vesting restrictions with
CareerBuilder or the lock-up agreements described above.
 
REGISTRATION RIGHTS
 
     Pursuant to a registration rights agreement with CareerBuilder, several
current stockholders will be entitled following this offering to rights to
register under the Securities Act a total of approximately 15,888,795 shares of
common stock.
 
     The registration rights agreement, to which all of the holders of preferred
stock are parties, generally provides that these stockholders may require
CareerBuilder to prepare and file a registration statement under the Securities
Act for their shares at any time beginning July 12, 1999, provided that the
reasonably anticipated aggregate price to the public is at least $5.0 million,
with certain exceptions. CareerBuilder is generally not required to effect more
than two demand registration requests for any stockholder with registration
rights or file a registration statement within 120 days after the effective date
of any other registration statement filed by CareerBuilder. In addition, this
agreement generally provides that, at such time as CareerBuilder is entitled to
file a registration statement on Form S-3, stockholders with registration rights
may require CareerBuilder to prepare and file a registration statement on Form
S-3, provided that the reasonably anticipated aggregate price to the public is
at least $1.0 million. Stockholders with registration rights are entitled to an
unlimited number of demand registration requests on Form S-3.
 
     The registration rights agreement generally provides that if CareerBuilder
proposes to register any of its securities under the Securities Act,
stockholders with registration rights will be entitled to include shares in such
offering. The managing underwriter of any underwritten public offering would,
however, have the right, for marketing reasons, to limit the number of shares
that such stockholders could include in such registration, except that in no
event may less than one-third of the shares of common stock to be sold in the
offering be made available for certain of the shares subject to this agreement,
on a pro rata basis.
 
     CareerBuilder's obligations to register shares under the registration
rights agreement terminate in July 2011.
 
     Pursuant to an agreement with PNC Bank, N.A., CareerBuilder's lender, if
CareerBuilder proposes to register any of its common stock under the Securities
Act, including a registration made at the request of a stockholder exercising
demand registration rights, PNC is entitled to include in such offering shares
of common stock issuable upon exercise of the warrant held by PNC. The managing
underwriter of any underwritten public offering would, however, have the right,
for marketing reasons, to limit the number of shares that such PNC could include
in such registration, except that in no event may less than one-third of the
shares of common stock to be sold in the offering be made available for PNC if
any shares are to be included in the registration for the account of
CareerBuilder or stockholders with registration rights.
 
                                       61
<PAGE>   67
 
                                  UNDERWRITING
 
     Under the terms and subject to the conditions contained in an underwriting
agreement dated                , 1999, we and the selling stockholders have
agreed to sell to the underwriters named below, for whom Credit Suisse First
Boston Corporation, BancBoston Robertson Stephens Inc., Hambrecht & Quist LLC
and Friedman, Billings, Ramsey & Co., Inc., are acting as representatives, the
following respective numbers of shares of common stock:
 
<TABLE>
<CAPTION>
                                                              NUMBER OF
                        UNDERWRITER                             SHARES
                        -----------                           ----------
<S>                                                           <C>
Credit Suisse First Boston Corporation......................
BancBoston Robertson Stephens Inc. .........................
Hambrecht & Quist LLC.......................................
Friedman, Billings, Ramsey & Co., Inc. .....................
                                                              ----------
          Total.............................................   4,500,000
                                                              ==========
</TABLE>
 
     The underwriting agreement provides that the underwriters are obligated to
purchase all of the shares of common stock in the offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be increased or the
offering of common stock may be terminated.
 
     We have granted to the underwriters a 30-day option to purchase on a pro
rata basis up to 675,000 additional shares at the initial public offering price
less the underwriting discounts and commissions. The option may be exercised
only to cover any over-allotments of common stock.
 
     The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $     per share. The
underwriters and selling group members may allow a discount of $     per share
on sales to other broker/dealers. After the initial public offering, the public
offering price and concession and discount to dealers may be changed by the
representatives.
 
     The following table summarizes the compensation and estimated expenses we
and the selling stockholders will pay.
 
<TABLE>
<CAPTION>
                                                                                TOTAL
                                                                   -------------------------------
                                                                      WITHOUT            WITH
                                                       PER SHARE   OVER-ALLOTMENT   OVER-ALLOTMENT
                                                       ---------   --------------   --------------
<S>                                                    <C>         <C>              <C>
     Underwriting discounts and commissions paid by
       us............................................   $             $                $
     Expenses payable by us..........................   $             $                $
     Underwriting discounts and commissions paid by
       the selling stockholders......................   $             $                $
     Expenses payable by the selling stockholders....   $             $                $
</TABLE>
 
     The underwriters have informed us that they do not expect discretionary
sales to exceed 5% of the shares of common stock being offered.
 
     We, our directors and officers, and substantially all of our stockholders
and optionholders have agreed that we and they will not offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, or, in our case
file with the Securities and Exchange Commission a registration statement
 
                                       62
<PAGE>   68
 
under the Securities Act relating to, any additional shares of our common stock
or securities convertible into or exchangeable or exercisable for any shares of
our common stock or publicly disclose the intention to make any such offer,
sale, pledge or disposal without the prior written consent of Credit Suisse
First Boston Corporation for a period of 180 days after the initial public
offering of the common stock.
 
     The underwriters have reserved for sale, at the initial public offering
price, up to 225,000 shares of common stock for employees, directors and other
persons associated with us who have expressed an interest in purchasing common
stock in the offering. The number of shares available for sale to the general
public in the offering will be reduced to the extent such persons purchase such
reserved shares. Any reserved shares not so purchased will be offered by the
underwriters to the general public on the same terms as the other shares.
 
     We and the selling stockholders have agreed to indemnify the underwriters
against specific liabilities under the Securities Act, or contribute to payments
which the underwriters may be required to make in respect thereof.
 
     We have applied to list the shares of common stock on The Nasdaq Stock
Market's National Market under the symbol "CBDR".
 
   
     FBR Technology Venture Partners, L.P., an affiliate of Friedman, Billings,
Ramsey & Co., Inc., owns preferred stock, which will automatically convert into
577,271 shares of common stock upon closing of the offering. FBR eComm, L.P., an
affiliate of Friedman, Billings, Ramsey & Co., Inc., owns preferred stock, which
will automatically convert into 109,429 shares of common stock upon closing of
the offering.
    
 
     Prior to the offering, there has been no public market for the common
stock. The initial public offering price will be determined by negotiation
between us and the representatives. The principal factors to be considered in
determining the public offering price include:
 
     - the information set forth in this prospectus and otherwise available to
       the underwriters;
 
     - our history and prospects and the history and prospects of the industry
       in which we compete;
 
     - an assessment of our management;
 
     - the prospects for, and the timing of, our future earnings;
 
     - the present state of our development and our current financial condition;
 
     - the general condition of the securities markets at the time of the
       offering;
 
     - the recent market prices of, and the demand for, publicly-traded common
       stock of companies in businesses similar to ours;
 
     - market conditions for initial public offerings; and
 
     - other relevant factors.
 
                                       63
<PAGE>   69
 
There can be no assurance that an active trading market will develop for the
common stock or that the common stock will trade in the market subsequent to the
offering at or above the initial public offering price.
 
     The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, and penalty bids in accordance with Regulation
M under the Securities Exchange Act. Over-allotment involves syndicate sales in
excess of the offering size, which creates a syndicate short position.
Stabilizing transactions permit bids to purchase the underlying security so long
as the stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the common stock in the open market after the
distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the representatives to reclaim a selling concession from a
syndicate member when the common stock originally sold by such syndicate member
are purchased in a syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the common stock to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on The Nasdaq Stock Market's National Market or otherwise and, if
commenced, may be discontinued at any time.
 
                                       64
<PAGE>   70
 
                          NOTICE TO CANADIAN RESIDENTS
 
RESALE RESTRICTIONS
 
     The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that CareerBuilder prepare
and file a prospectus with the securities regulatory authorities in each
province where trades of common stock are effected. Accordingly, any resale of
the common stock in Canada must be made in accordance with applicable securities
laws which will vary depending on the relevant jurisdiction, and which may
require resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by applicable Canadian securities
regulatory authority. Purchasers are advised to seek legal advice prior to any
resale of the common stock.
 
REPRESENTATIONS OF PURCHASERS
 
     Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to CareerBuilder and the dealer from
whom such purchase confirmation is received that (i) such purchaser is entitled
under applicable provincial securities laws to purchase such common stock
without the benefit of a prospectus qualified under such securities laws, (ii)
where required by law, such purchaser is purchasing as principal and not as
agent, and (iii) such purchaser has reviewed the text above under "Resale
Restrictions."
 
RIGHTS OF ACTION (ONTARIO PURCHASERS)
 
     The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be readily available,
including common law rights of action for damages or recision or rights of
action under the civil liability provisions of the U.S. federal securities laws.
 
ENFORCEMENT OF LEGAL RIGHTS
 
     All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside of Canada.
 
NOTICE TO BRITISH COLUMBIA RESIDENTS
 
     A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from CareerBuilder. Only one
such report must be
 
                                       65
<PAGE>   71
 
filed in respect of common stock acquired on the same date and under the same
prospectus exemption.
 
TAXATION AND ELIGIBILITY FOR INVESTMENT
 
     Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and with respect to the eligibility of
the common stock for investment by the purchaser under relevant Canadian
Legislation.
 
                                       66
<PAGE>   72
 
                                 LEGAL MATTERS
 
     The validity of the shares of common stock offered hereby will be passed
upon for CareerBuilder by Hale and Dorr LLP, Washington, D.C., and for the
underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.
 
                                    EXPERTS
 
     The financial statements and schedule of CareerBuilder, Inc. as of December
31, 1997 and 1998 and for each of the years in the three-year period ended
December 31, 1998 have been included herein and in the registration statement in
reliance upon the report of KPMG LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.
 
                             ADDITIONAL INFORMATION
 
     We have filed a Registration Statement on Form S-1 with the Securities and
Exchange Commission. This prospectus, which is a part of the Registration
Statement, does not contain all of the information included in the Registration
Statement. Certain information is omitted and you should refer to the
Registration Statement and its exhibits. With respect to references made in this
prospectus to any contract, agreement or other document of CareerBuilder, such
references are not necessarily complete and you should refer to the exhibits
attached to the Registration Statement for copies of the actual contract,
agreement or other document. You may review a copy of the Registration
Statement, including exhibits, at the Commission's public reference room at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 or Seven World
Trade Center, 13th Floor, New York, New York 10048 or Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the Commission
at 1-800-SEC-0330 for further information on the operation of the public
reference rooms.
 
     We will also file annual, quarterly and current reports, proxy statements
and other information with the Commission. You may read and copy any reports,
statements or other information on file at the public reference rooms. You can
also request copies of these documents, for a copying fee, by writing to the
Commission.
 
     Our Commission filings and the Registration Statement can also be reviewed
by accessing the Commission's Internet site at http://www.sec.gov, which
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
 
                                       67
<PAGE>   73
 
                         INDEX TO FINANCIAL STATEMENTS
 
   
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Independent Auditors' Report................................  F-2
Balance Sheets as of December 31, 1997 and 1998.............  F-3
Statements of Operations for the years ended December 31,
  1996, 1997 and 1998.......................................  F-4
Statements of Stockholders' Equity (Deficit) for the years
  ended December 31, 1996, 1997 and 1998....................  F-5
Statements of Cash Flows for the years ended December 31,
  1996, 1997 and 1998.......................................  F-6
Notes to Financial Statements...............................  F-7
</TABLE>
    
 
                                       F-1
<PAGE>   74
 
                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Stockholders
CareerBuilder, Inc.:
 
     We have audited the accompanying balance sheets of CareerBuilder, Inc. (the
"Company") as of December 31, 1997 and 1998, and the related statements of
operations, stockholders' equity (deficit), and cash flows for each of the years
in the three-year period ended December 31, 1998. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CareerBuilder, Inc. as of
December 31, 1997 and 1998, and the results of its operations and its cash flows
for the each of the years in the three-year period ended December 31, 1998, in
conformity with generally accepted accounting principles.
 
KPMG LLP
 
McLean, VA
February 12, 1999, except for note 14
  which is as of March 5, 1999
 
                                       F-2
<PAGE>   75
 
   
                              CAREERBUILDER, INC.
                                 BALANCE SHEETS
                 DECEMBER 31, 1997 AND 1998 AND MARCH 31, 1999
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
    
 
   
<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                            ------------------    MARCH 31,
                                                             1997       1998        1999
                                                            -------   --------   -----------
                                                                                 (UNAUDITED)
<S>                                                         <C>       <C>        <C>
                                    ASSETS
Current assets:
     Cash and cash equivalents............................  $ 1,909   $  2,709    $ 10,214
     Accounts receivable, net of allowance of $38, $135
       and $274, respectively.............................      585      1,581       1,382
     Other................................................       16        442       1,061
                                                            -------   --------    --------
          Total current assets............................    2,510      4,732      12,657
Property and equipment, net of accumulated depreciation
  and amortization of $383, $1,254 and $1,514,
  respectively............................................    1,000      1,213       1,433
Other.....................................................       79         97          71
                                                            -------   --------    --------
          Total assets....................................  $ 3,589   $  6,042    $ 14,161
                                                            =======   ========    ========
 
                    LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK
                             AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
     Accounts payable.....................................  $ 1,039   $  1,514    $  1,471
     Accrued expenses.....................................      531      1,474       3,261
     Lines of credit......................................      676      3,450       3,840
     Deferred revenue.....................................      395      2,193       1,538
                                                            -------   --------    --------
          Total current liabilities.......................    2,641      8,631      10,110
                                                            -------   --------    --------
               Total liabilities..........................    2,641      8,631      10,110
                                                            -------   --------    --------
Convertible redeemable preferred stock....................   10,700     18,931      29,917
                                                            -------   --------    --------
Commitments and contingencies
Stockholders' equity (deficit):
     Common stock, $.001 par value, 17,500 shares
       authorized at December 31, 1997 and 1998, and
       21,000 shares authorized at March 31, 1999, 4,371,
       4,855 and 5,074 shares issued and outstanding,
       respectively.......................................        4          5           5
     Additional paid-in capital...........................       26        244         346
     Accumulated deficit..................................   (9,782)   (21,769)    (26,217)
                                                            -------   --------    --------
          Total stockholders' equity (deficit)............   (9,752)   (21,520)    (25,866)
                                                            -------   --------    --------
                                                            $ 3,589   $  6,042    $ 14,161
                                                            =======   ========    ========
</TABLE>
    
 
                See accompanying notes to financial statements.
 
                                       F-3
<PAGE>   76
 
                              CAREERBUILDER, INC.
 
                            STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
   
            AND THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1999
    
   
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
    
 
   
<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED
                                                   YEAR ENDED DECEMBER 31,            MARCH 31,
                                                ------------------------------   -------------------
                                                  1996       1997       1998       1998       1999
                                                --------   --------   --------   --------   --------
                                                                                     (UNAUDITED)
<S>                                             <C>        <C>        <C>        <C>        <C>
Revenue:
     Service fees.............................  $    94    $ 1,263    $  6,648   $   903    $ 2,776
     Software license fees....................       44        662         358       151         30
                                                -------    -------    --------   -------    -------
          Total revenue.......................      138      1,925       7,006     1,054      2,806
                                                -------    -------    --------   -------    -------
 
Cost of revenue:
     Service fees.............................       30        197       1,629       173      1,110
     Software license fees....................        6        120          62        17          7
                                                -------    -------    --------   -------    -------
          Total cost of revenue...............       36        317       1,691       190      1,117
                                                -------    -------    --------   -------    -------
Gross profit..................................      102      1,608       5,315       864      1,689
                                                -------    -------    --------   -------    -------
 
Operating expenses:
     Product development......................      521      1,310       2,293       592        629
     General and administrative...............      663      1,267       2,305       508        709
     Sales and marketing......................    1,330      6,452      12,735     2,858      4,621
     Equity-based expense.....................       --         --          --        --         75
                                                -------    -------    --------   -------    -------
          Total operating expenses............    2,514      9,029      17,333     3,958      6,034
                                                -------    -------    --------   -------    -------
Income (loss) from operations.................   (2,412)    (7,421)    (12,018)   (3,094)    (4,345)
                                                -------    -------    --------   -------    -------
 
Net interest income (expense).................       (4)       107          31         8       (103)
                                                -------    -------    --------   -------    -------
Income (loss) before income taxes.............   (2,416)    (7,314)    (11,987)   (3,086)    (4,448)
Income taxes..................................       --         --          --        --         --
                                                -------    -------    --------   -------    -------
Net income (loss).............................   (2,416)    (7,314)    (11,987)   (3,086)    (4,448)
                                                -------    -------    --------   -------    -------
Preferred stock dividend requirements.........      (71)      (549)     (1,128)     (228)      (466)
Net income (loss) available to common
  stockholders................................  $(2,487)   $(7,863)   $(13,115)  $(3,314)   $(4,914)
                                                =======    =======    ========   =======    =======
Basic and diluted net income (loss) available
  per share...................................  $ (0.48)   $ (1.80)   $  (2.92)  $ (0.76)   $ (1.00)
Shares used to compute basic and diluted net
  income (loss) available per share...........    5,133      4,366       4,494     4,371      4,928
 
Unaudited pro forma basic and diluted net
  income (loss) per share.....................                        $  (0.87)             $ (0.27)
Shares used to compute unaudited pro forma
  basic and diluted net income (loss) per
  share.......................................                          13,850               16,223
</TABLE>
    
 
                See accompanying notes to financial statements.
 
                                       F-4
<PAGE>   77
 
                              CAREERBUILDER, INC.
 
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
   
 YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998 AND THREE MONTHS ENDED MARCH 31,
                                      1999
    
   
                                 (IN THOUSANDS)
    
 
   
<TABLE>
<CAPTION>
                             CLASS B
                           NON-VOTING
                           LIQUIDATING
                            PREFERRED
                              STOCK         COMMON STOCK     ADDITIONAL                      TOTAL
                         ---------------   ---------------    PAID-IN     ACCUMULATED    STOCKHOLDERS'
                         SHARES   AMOUNT   SHARES   AMOUNT    CAPITAL       DEFICIT     EQUITY (DEFICIT)
                         ------   ------   ------   ------   ----------   -----------   ----------------
<S>                      <C>      <C>      <C>      <C>      <C>          <C>           <C>
Balances at December
  31, 1995.............     1      $ --     5,876    $ 6       $ 522       $    (52)        $    476
     Recapitalization
       of the
       Company.........    (1)       --    (1,563)    (2)       (498)            --             (500)
     Net income
       (loss)..........    --        --        --     --          --         (2,416)          (2,416)
                          ---      ----    ------    ---       -----       --------         --------
Balances at December
  31, 1996.............    --        --     4,313      4          24         (2,468)          (2,440)
     Exercise of stock
       options.........    --        --        58     --           2             --                2
     Net income
       (loss)..........    --        --        --     --          --         (7,314)          (7,314)
                          ---      ----    ------    ---       -----       --------         --------
Balances at December
  31, 1997.............    --        --     4,371      4          26         (9,782)          (9,752)
     Conversion of
       Class A
       convertible
       redeemable
       preferred
       stock...........    --        --        55     --          18             --               18
     Conversion of
       Class B
       convertible
       redeemable
       preferred
       stock...........    --        --        80     --          61             --               61
     Exercise of stock
       options.........    --        --       349      1          30             --               31
     Issuance of
       warrants........    --        --        --     --         109             --              109
     Net income
       (loss)..........    --        --        --     --          --        (11,987)         (11,987)
                          ---      ----    ------    ---       -----       --------         --------
Balances at December
  31, 1998.............    --        --     4,855      5         244        (21,769)         (21,520)
     Exercise of stock
       options
       (unaudited).....    --        --       219     --          27             --               27
     Equity-based
       expense
       (unaudited).....    --        --        --     --          75             --               75
     Net income (loss)
       (unaudited).....    --        --        --     --          --         (4,448)          (4,448)
                          ---      ----    ------    ---       -----       --------         --------
Balances at March 31,
  1999 (unaudited).....    --      $ --     5,074    $ 5       $ 346       $(26,217)        $(25,866)
                          ===      ====    ======    ===       =====       ========         ========
</TABLE>
    
 
                See accompanying notes to financial statements.
 
                                       F-5
<PAGE>   78
 
                              CAREERBUILDER, INC.
 
                            STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
   
                 AND THREE MONTHS ENDED MARCH 31, 1998 AND 1999
    
   
                                 (IN THOUSANDS)
    
 
   
<TABLE>
<CAPTION>
                                                                                        THREE MONTHS ENDED
                                                                                             MARCH 31,
                                                                                        -------------------
                                                          1996      1997       1998       1998       1999
                                                         -------   -------   --------   --------   --------
                                                                                            (UNAUDITED)
<S>                                                      <C>       <C>       <C>        <C>        <C>
Cash flows used by operating activities:
  Net income (loss)....................................  $(2,416)  $(7,314)  $(11,987)  $(3,086)   $(4,448)
  Adjustments to reconcile net income (loss) to net
    cash provided:
    Noncash items included in net income (loss):
      Depreciation and amortization....................       49       334        871       190        260
      Allowance for doubtful accounts..................       18       225        653       104        139
      Equity-based expense.............................       --        --         --        --         75
    (Increase) decrease in assets:
      Accounts receivable..............................      (89)     (739)    (1,649)     (453)        60
      Other operating assets...........................       (5)      (12)      (317)       (9)      (619)
    Increase (decrease) in liabilities:
      Accounts payable.................................      169       871        475       (49)       (43)
      Accrued expenses.................................      109       421        943       479     (1,787)
      Deferred revenue.................................       --       395      1,798       890       (655)
                                                         -------   -------   --------   -------    -------
         Net cash used by operating activities.........   (2,165)   (5,819)    (9,213)   (1,934)    (3,444)
                                                         -------   -------   --------   -------    -------
Cash flows used by investing activities:
  Purchases of property and equipment..................     (232)   (1,128)    (1,084)     (464)      (480)
  (Increase) decrease in other assets..................      (10)      (69)       (18)       26         26
                                                         -------   -------   --------   -------    -------
         Net cash used in investing activities.........     (242)   (1,197)    (1,102)     (438)      (454)
                                                         -------   -------   --------   -------    -------
Cash flows from financing activities:
  Issuance of Class B convertible redeemable preferred
    stock..............................................    1,635        --         --        --         --
  Issuance of Class C convertible redeemable preferred
    stock..............................................       --     4,566         --        --         --
  Issuance of Class D convertible redeemable preferred
    stock..............................................       --     3,999      3,280     3,280         --
  Issuance of Class E convertible redeemable preferred
    stock..............................................       --        --      5,030        --         --
  Issuance of Class F convertible redeemable preferred
    stock..............................................       --        --         --        --     10,986
  Exercise of stock options............................       --         2         31        --         27
  Advances on line of credit, net......................      400       276      2,774       299        390
                                                         -------   -------   --------   -------    -------
         Net cash provided by financing activities.....    2,035     8,843     11,115     3,579     11,403
                                                         -------   -------   --------   -------    -------
Net change in cash and cash equivalents................     (372)    1,827        800     1,207      7,505
Cash and cash equivalents, beginning of period.........      454        82      1,909     1,909      2,709
                                                         -------   -------   --------   -------    -------
Cash and cash equivalents, end of period...............  $    82   $ 1,909   $  2,709   $ 3,116    $10,214
                                                         =======   =======   ========   =======    =======
Supplemental disclosures of cash flow information:
  Cash paid during the period:
    Interest...........................................  $     4   $    37   $     98   $    21    $    78
    Income taxes.......................................       --        --         --        --         --
</TABLE>
    
 
                See accompanying notes to financial statements.
 
                                       F-6
<PAGE>   79
 
                              CAREERBUILDER, INC.
                         NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 -- ORGANIZATION
 
   
     CareerBuilder, Inc. ("CareerBuilder" or the "Company") was established as
NetStart, Inc. on November 6, 1995, through incorporation in the State of
Delaware. In March 1998, the Company amended its articles of incorporation to
change its name to CareerBuilder, Inc. The Company is a provider of
comprehensive online recruitment offerings for employers and job seekers. The
Company's revenue is derived principally from service fees and, to a lesser
extent, license fees for TeamBuilder Software. Service fees include subscription
fees which allow customers to post up to a specific number of job advertisements
per month on the career sites that constitute the CareerBuilder Network, banner
and other employment advertising fees and fees for recruiting services provided
by the Company. Software license fees are generated from sales of TeamBuilder
Software. The Company earns revenue through the sale of software to its
customers, and through monthly service fees for posting employment positions to
a network of Company-owned and third party internet sites ("affiliates").
    
 
     The Company operates in a highly competitive environment and inherent in
the Company's business are various risks and uncertainties including its limited
operating history and unproven business model. The Company's success may depend
in part upon the emergence of the Internet as a communications medium,
prospective product and service development efforts, and the acceptance of the
Company's offerings by the marketplace. The Company expects to expand its
operations through continued capital investment. The Company is not currently
generating sufficient cash flows from operations to support its current
operating and capital requirements and is dependent on additional financing to
fund these requirements.
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  (a) REVENUE RECOGNITION
 
     Service revenue consists of the sale of classified employment advertising
on Company-owned and affiliate websites and is recognized ratably over the
subscription period. Revenue from the sale of software is recorded upon shipment
of the product to the buyer, net of estimated returns.
 
     Deferred revenue represents amounts billed or payments received in advance
of the subscription period and is recognized as revenue ratably over the
subscription period.
 
  (b) COST OF REVENUE
 
     Cost of revenue includes both cost of service and cost of software license
fees. Cost of service fees includes costs associated with hosting the network,
including depreciation expense and commissions and fees paid to ADP, Inc.
("ADP") and affiliates. Amounts incurred for affiliates and ADP commissions were
approximately $644,000 in 1998. No such amounts were incurred in 1996 and 1997.
Cost of software license fees consist of royalties paid to third parties for an
embedded database included in the software license.
 
                                       F-7
<PAGE>   80
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
  (c) CASH EQUIVALENTS
 
     The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. The carrying amounts
reported in balance sheets for cash and cash equivalents approximate their fair
value.
 
  (d) FAIR VALUE OF FINANCIAL INSTRUMENTS
 
     The carrying amounts of the Company's financial instruments, which include
cash equivalents, accounts receivable, accounts payable, accrued expenses and
convertible redeemable preferred stock, approximate their fair values as of
December 31, 1998.
 
  (e) CONCENTRATION OF CREDIT RISK
 
     Financial instruments that potentially subject the Company to a
concentration of credit risk consist of accounts receivable. The Company extends
credit to its customers on an unsecured basis in the normal course of business.
 
  (f) PROPERTY AND EQUIPMENT
 
     Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives of the assets which
range from two to five years. The costs of leasehold improvements are
capitalized and amortized using the straight-line method over the shorter of
their useful lives or the terms of the respective leases.
 
  (g) PRODUCT DEVELOPMENT COSTS
 
     Product development costs include expenses incurred by the Company for
research, design and development of the Company's proprietary technology
incorporated in the TeamBuilder offerings and the CareerBuilder Network. Product
development costs are expensed as incurred. Software development costs are
required to be capitalized when a product's technological feasibility has been
established by completion of a working model of the product and ending when a
product is available for general release to customers. To date, completion of a
working model of the Company's products and general release have substantially
coincided. As a result, the Company has not capitalized any software
developments costs because such costs have not been significant.
 
  (h) STOCK-BASED COMPENSATION
 
     The Company accounts for stock-based compensation arrangements in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," and complies with the
disclosure provisions of Statement of Financial Accounting
 
                                       F-8
<PAGE>   81
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation." Under APB
No. 25, compensation expense is based upon the difference, if any, on the date
of grant, between the fair value of the Company's stock and the exercise price.
 
  (i) INCOME TAXES
 
     The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are recognized for future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
 
  (j) NET INCOME (LOSS) PER SHARE
 
   
     The Company computes net income (loss) available per share in accordance
with SFAS No. 128, "Earnings Per Share" and SEC Staff Accounting Bulletin No. 98
("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic net income
(loss) available per share is computed by dividing the net income (loss)
available to common stockholders for the period by the weighted average number
of common shares outstanding during the period. Diluted net income (loss)
available per share is computed by dividing the net income (loss) for the period
by the weighted average number of common and dilutive common equivalent shares
outstanding during the period. The Company has presented historical basic and
diluted net income (loss) available per share in accordance with SFAS No. 128.
As the Company had a net loss in each of the periods presented, basic and
diluted net income (loss) available per share is the same. Pro forma basic and
diluted net income (loss) per share has been calculated assuming the conversion
of all shares of preferred stock outstanding at December 31, 1998 and March 31,
1999, respectively into common stock, as if the shares had converted immediately
upon their issuance.
    
 
  (k) 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 reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those estimates.
 
  (l) COMPREHENSIVE INCOME
 
     Effective January 1, 1998, the Company adopted the provisions of SFAS No.
130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for
reporting comprehensive income
 
                                       F-9
<PAGE>   82
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
and its components in financial statements. Comprehensive income, as defined,
includes all changes in equity (net assets) during a period from non-owner
sources. To date, the Company has not had any transactions that are required to
be reported as other comprehensive income.
 
   
  (m) UNAUDITED INTERIM FINANCIAL INFORMATION
    
 
   
     The unaudited interim financial information for the three months ended
March 31, 1998 and 1999, has been prepared in accordance with generally accepted
accounting principles for interim financial information and with instructions to
Article 10 of Regulation S-X. In the opinion of management, such information
contains all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation of such periods. The operating
results for any quarter are not necessarily indicative of results for any future
periods.
    
 
   
  (n) RECENT ACCOUNTING PRONOUNCEMENTS
    
 
     In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." This
statement establishes standards for the way companies report information about
operating segments in annual financial statements. It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers. The Company has determined that it does not have any separately
reportable business segments as of December 31, 1998.
 
     In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") No. 98-1, "Software for Internal Use,"
which provides guidance on accounting for the cost of computer software
developed or obtained for internal use. SOP 98-1 is effective for financial
statements for fiscal years beginning after December 15, 1998. The Company does
not expect that the adoption of SOP 98-1 will have a material impact on its
financial statements.
 
                                      F-10
<PAGE>   83
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 3 -- PROPERTY AND EQUIPMENT
 
     Property and equipment consists of the following:
 
<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                              ---------------
                                                               1997     1998
                                                              ------   ------
                                                              (IN THOUSANDS)
<S>                                                           <C>      <C>
Computer equipment..........................................  $  978   $1,774
Furniture and equipment.....................................     294      533
Leasehold improvements......................................     111      160
                                                              ------   ------
                                                               1,383    2,467
Less: accumulated depreciation and amortization.............     383    1,254
                                                              ------   ------
                                                              $1,000   $1,213
                                                              ======   ======
</TABLE>
 
NOTE 4 -- LINES OF CREDIT
 
     The Company had several lines of credit for up to $1,997,500 with a
commercial bank throughout 1997 and 1998. The lines of credit bore interest at a
rate of prime plus one to prime plus two percent. The lines of credit had
expiration dates through June 5, 2001 and contained financial covenants which
were required to be maintained by the Company. Substantially all of the
Company's assets served as collateral for the lines of credit. As of December
31, 1997, the Company had outstanding balances of approximately $676,000 on
these lines of credit at interest rates of 9.25 percent to 9.75 percent.
 
     On December 29, 1998, the Company obtained two lines of credit from another
commercial bank and canceled and repaid the outstanding balances on the existing
lines of credit. The new lines of credit are collateralized by substantially all
of the Company's assets. The new lines of credit contain certain financial
covenants which are required to be maintained by the Company.
 
     The first line of credit is for up to $2,000,000, with the amount actually
available for borrowing adjusted based upon the Company's accounts receivable
and property and equipment balances, and matures on December 28, 1999. At
December 31, 1998, the adjusted maximum amount available for borrowings was
approximately $1,518,000, of which the Company had an outstanding balance of
approximately $1,450,000. The credit line bears interest at a rate of prime plus
one-half percent. At December 31, 1998, the interest rate was 8.25 percent.
 
     The second line of credit is for up to $4,000,000 and matures June 30, 1999
or earlier in the event of certain equity contributions. This line of credit
bears interest at a rate of prime plus four percent for the first ninety days of
the term and then increases to prime plus five percent thereafter. Borrowings
are available under this line as follows: $2,000,000 upon closing on the line of
credit and an additional $1,000,000 at the end of each of the two months
thereafter. The Company had a
 
                                      F-11
<PAGE>   84
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 4 -- LINES OF CREDIT -- (CONTINUED)
balance of approximately $2,000,000 under this line of credit as of December 31,
1998 at an interest rate of 11.75 percent.
 
     In connection with the new lines of credits, the Company incurred a
commitment fee of $60,000 which is included in other assets. Additionally, the
Company granted warrants to purchase 40,568 shares of Common Stock at a purchase
price of $4.93 per share on the date of the grant as consideration for obtaining
the lines of credit. The estimated value of the warrants at the grant date of
$109,000 is also included in other assets. Both the commitment fee and the costs
of the warrants will be amortized into interest expense over the term of the
line of credit using the interest method.
 
NOTE 5 -- STOCKHOLDERS' EQUITY (DEFICIT)
 
     The Company's Certificate of Incorporation, as amended, authorizes the
Company to issue 17,500,000 shares of common stock (see note 14).
 
     As of December 31, 1998, the Company had reserved shares of common stock
for future issuance as follows:
 
<TABLE>
<CAPTION>
                                                              (IN THOUSANDS)
<S>                                                           <C>
Conversion of Class A convertible redeemable preferred
  stock.....................................................       1,508
Conversion of Class B convertible redeemable preferred
  stock.....................................................       2,071
Conversion of Class C convertible redeemable preferred
  stock.....................................................       3,189
Conversion of Class D convertible redeemable preferred
  stock.....................................................       2,046
Conversion of Class E convertible redeemable preferred
  stock.....................................................       1,024
Exercise of stock options under stock option plan...........       1,484
Exercise of warrants........................................       1,181
                                                                  ------
                                                                  12,503
                                                                  ======
</TABLE>
 
     On July 12, 1996, the Company was recapitalized through the exchange of
1,250,000 shares of Class A common stock and 400 shares of Class B non-voting
liquidating preferred stock purchased on December 1, 1995 for 1,250,000 shares
of Class A convertible redeemable preferred stock and the exchange of the
4,625,000 shares of Class A common stock and 100 shares of Class B non-voting
liquidating preferred stock, both purchased on November 6, 1995, for 312,500
shares of Class A convertible redeemable preferred stock and 4,312,500 shares of
new common stock.
 
     During 1998, several existing common stockholders exercised their rights to
convert a portion of their shares of Class A convertible redeemable preferred
stock into 55,000 shares of common stock and a portion of their shares of Class
B convertible redeemable preferred stock into 80,000 shares of common stock.
 
                                      F-12
<PAGE>   85
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 6 -- CONVERTIBLE REDEEMABLE PREFERRED STOCK
 
     Convertible redeemable preferred stock as of December 31, 1998 consisted of
the following:
 
<TABLE>
<CAPTION>
                                                     SHARES      LIQUIDATION   REDEMPTION
                                      AUTHORIZED   OUTSTANDING     AMOUNT        AMOUNT
                                      ----------   -----------   -----------   ----------
                                                        (IN THOUSANDS)
<S>                                   <C>          <C>           <C>           <C>
Class A.............................    1,563         1,508        $  565        $  481
Class B.............................    2,151         2,071         1,847         1,574
Class C.............................    3,189         3,189         5,202         4,567
Class D.............................    2,046         2,046         7,862         7,279
Class E.............................    1,024         1,024         5,203         5,030
</TABLE>
 
     The holders of the preferred stock have various rights and preferences as
follows:
 
  (a) VOTING RIGHTS AND PROTECTIVE PROVISIONS
 
     The Class A, B, C, D, and E stockholders may vote with the common stock as
a single class on all actions to be taken by the stockholders. The Class A
stockholders are entitled to separately elect one member of the Board of
Directors, provided the Class A stock represents at least 10 percent of the
outstanding common stock assuming the conversion of all outstanding preferred
stock. The Class B and C stockholders each are entitled to separately elect one
member of the Board of Directors, provided each of the Class B and C stock
represents at least 5 percent of the outstanding common stock assuming the
conversion of all outstanding preferred stock. The holders of the preferred
stock also have a right of first refusal to match the purchase price for any
subsequent issuance of stock to retain their voting interest in the Company.
Furthermore, consent of the holders of at least a majority of Class B, C and D
stock and at least 40 percent of holders of Class E stock, voting as a separate
class is required for: (i) the sale by the Company of substantially all of its
assets; (ii) merger, liquidation or winding up of the Company; and (iii) the
payment of dividends.
 
  (b) DIVIDENDS
 
     Class A, B, C, D, and E stock accrues cumulative dividends at a rate of
$0.0224, $0.0532, $0.1008, $0.2499, and $0.3451 per share per annum,
respectively, whether or not the dividends are declared by the Board of
Directors. Unpaid and undeclared dividends on the Class A, B, C, D, and E stock
was approximately $620,000 and $1,748,000 as of December 31, 1997 and 1998,
respectively.
 
  (c) LIQUIDATION
 
     Class B, C, D, and E stock, each with a par value of $.001 is senior to the
Class A stock and all other issuances of stock in liquidation. Class A stock,
par value, $.001 has a liquidation preference over the common stock or any other
issuances of stock, except for the Class B, C, D, and E stock. In
 
                                      F-13
<PAGE>   86
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 6 -- CONVERTIBLE REDEEMABLE PREFERRED STOCK -- (CONTINUED)
the event of liquidation as defined in the Preferred Stock Purchase Agreements,
the Class A, B, C, D, and E stockholders are entitled to receive an amount equal
to the original share price paid plus any unpaid cumulative dividends, whether
or not declared.
 
  (d) REDEMPTION
 
     Class B, C, D, and E stock contain mandatory redemption requirements. The
Company must redeem Class B, C, D, and E Stock as follows:
 
<TABLE>
            <S>                 <C>
            September 11, 2002  33 1/3% of all Class B, C, D, and E outstanding as of
                                that date
            September 11, 2003  50% of all Class B, C, D, and E outstanding as of that
                                date
            September 11, 2004  100% of all Class B, C, D, and E outstanding as of that
                                date
</TABLE>
 
     Class A, B, C, D, and E stock have a redemption value of $0.32, $0.76,
$1.44, $3.57, and $4.93 per share, plus declared but unpaid dividends thereon,
respectively.
 
  (e) CONVERSION
 
     The Class A, B, C, D, and E stock is convertible on a one-for-one basis
into shares of common stock at the option of the holder. The Class A, B, C, D,
and E stock is automatically converted into common stock in the event of an
initial public offering of shares of common stock, in which the price paid by
the public is at least $4.32 per share and the aggregate proceeds is at least
$15,000,000 (note 14). The Class A, B, C, D, and E stock is automatically
converted into common stock upon a merger or sale of the Company as defined in
the Preferred Stock Purchase Agreements, in which the holders of the Class A, B,
C, D, and E stock will receive, on an as-converted basis, at least $1.28, $3.04,
$5.76, $6.03 and $6.03 per share, respectively.
 
NOTE 7 -- RELATED PARTY TRANSACTION
 
     In January 1998, the Company entered into a sales agent agreement with ADP.
ADP is related to the Company through its ownership of 840,337 shares of Class D
Convertible Redeemable Preferred Stock. ADP also has the right to appoint and
nominate one member of the Board of Directors, as long as ADP beneficially owns
at least 2 percent of the outstanding common stock, assuming conversion of all
outstanding preferred stock. The agreement expires in January 2000.
 
     Per the agreement, ADP sells the Company's software products and classified
employment advertising services on a commission basis. Under the agreement, ADP
performs all billing and collections on behalf of the Company and remits amounts
due to the Company, net of its commissions. In connection with the agreement,
ADP made a prepayment of expected sales to the Company of $1,500,000. This
amount has been included in deferred revenue and has been reduced by amounts
earned of $405,000 as of December 31, 1998. The agreement expires in January
2000, unless
 
                                      F-14
<PAGE>   87
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 7 -- RELATED PARTY TRANSACTION -- (CONTINUED)
   
extended at the option of the parties. In 1998, commission expense under the ADP
agreement was approximately $328,000. (See note 14.)
    
 
NOTE 8 -- STOCK COMPENSATION
 
  (A) STOCK OPTIONS
 
     The Company has a stock option plan which provides for the granting of
options to directors and employees of the Company to purchase shares of its
common stock within prescribed periods. Options are granted at an exercise price
equal to the estimated fair value on the grant date, as determined by the Board
of Directors. The options generally vest over four years, one-fourth of the
shares on each of the first through fourth anniversaries of the date of grant.
As of December 31, 1998, the Company has reserved 1,950,000 shares of common
stock for issuance under the plan (see note 14).
 
     The Company has elected to follow APB 25 and related interpretations in
accounting for its employee stock options rather than the alternative fair value
accounting method allowed by SFAS No. 123. APB 25 provides that compensation
expense relative to the Company's employee stock options is measured based upon
the intrinsic value of the stock option. SFAS No. 123 requires companies that
continue to follow APB 25 to provide a pro forma disclosure of the impact of
applying the fair value method of SFAS No. 123.
 
     Under APB 25, because the exercise price of the Company's employee stock
options equaled the fair value of the underlying stock on the date of grant, no
compensation expense has been recognized. Had compensation expense for the
Company's stock option plan been determined based upon the fair value
methodology under SFAS No. 123, the Company's net loss would have increased to
these pro forma amounts:
 
<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                                  ---------------------------------------
                                                    1996           1997           1998
                                                  --------       --------       ---------
                                                   (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                               <C>            <C>            <C>
Net income (loss) available to common
  stockholders:
  As reported...................................  $(2,487)       $(7,863)       $(13,115)
  Pro forma.....................................   (2,488)        (7,869)        (13,140)
Basic and diluted net income (loss) available
  per share:
  As reported...................................  $ (0.48)       $ (1.80)       $  (2.92)
  Pro forma.....................................    (0.48)         (1.80)          (2.92)
</TABLE>
 
                                      F-15
<PAGE>   88
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 8 -- STOCK COMPENSATION -- (CONTINUED)
     The fair value of these options was estimated at the date of grant using
the Black-Scholes option pricing model on the date of grant using the following
assumptions:
 
<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                              --------------------------
                                                              1995       1996       1997
                                                              ----       ----       ----
<S>                                                           <C>        <C>        <C>
Risk-free interest rates...............................       6.0%       6.0%       5.5%
Expected lives (in years)..............................       5.0        5.0        4.0
Dividend yield.........................................        --         --         --
Expected volatility....................................        --         --         --
</TABLE>
 
     The weighted-average fair value of stock options granted during 1996, 1997,
and 1998 was $0.01, $0.07 and $0.22, respectively.
 
     A summary of the Company's stock option activity is as follows:
 
<TABLE>
<CAPTION>
                                                     SHARES             WEIGHTED AVERAGE
                                                  UNDER OPTION           EXERCISE PRICE
                                                  -------------         -----------------
                                                   (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                               <C>                   <C>
Balance, December 31, 1995......................         20                   $0.04
Granted.........................................        755                    0.06
Exercised.......................................         --                      --
Canceled........................................         --                      --
                                                      -----
Balance, December 31, 1996......................        775                    0.06
Granted.........................................        585                    0.30
Exercised.......................................         58                    0.04
Canceled........................................         14                    0.27
                                                      -----
Balance, December 31, 1997......................      1,288                    0.17
Granted.........................................        632                    1.26
Exercised.......................................        349                    0.09
Canceled........................................         87                    0.40
                                                      -----
Balance, December 31, 1998......................      1,484                    0.64
                                                      =====
</TABLE>
 
                                      F-16
<PAGE>   89
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 8 -- STOCK COMPENSATION -- (CONTINUED)
     The following table summarizes information concerning currently outstanding
and exercisable options at December 31, 1998:
 
<TABLE>
<CAPTION>
                                     OPTIONS OUTSTANDING                     OPTIONS EXERCISABLE
                       -----------------------------------------------   ----------------------------
                         NUMBER      WEIGHTED-AVERAGE     WEIGHTED-        NUMBER        WEIGHTED-
      RANGE OF         OUTSTANDING      REMAINING          AVERAGE       EXERCISABLE      AVERAGE
   EXERCISE PRICES     AT 12/31/98   CONTRACTUAL LIFE   EXERCISE PRICE   AT 12/31/98   EXERCISE PRICE
   ---------------     -----------   ----------------   --------------   -----------   --------------
                                      (IN THOUSANDS, EXCEPT YEARS AND PER SHARE DATA)
<S>                    <C>           <C>                <C>              <C>           <C>
$0.04 - $0.16........       576         7.8 years           $0.09            174           $0.09
$0.35 - $0.40........       411         9.0 years            0.38            103            0.38
$1.25 - $3.50........       497         9.8 years            1.48             --              --
                          -----                                              ---
                          1,484         8.8 years            0.64            277            0.20
                          =====                                              ===
</TABLE>
 
  (b) WARRANTS
 
   
     In connection with the ADP agreement (see note 7), the Company granted
warrants to purchase up to 1,140,000 shares of the Company's common stock at an
exercise price of $5.00 per share. The warrants vest up to 380,000 shares per
year on March 31, 1999, 2000 and 2001, based upon sales levels obtained by ADP
during the one-year periods ending on the respective vesting dates. The warrants
contain anti-dilution provisions, which increase the number of shares ratably in
connection with certain additional equity issuances by the Company. In
connection with the issuance of Class E convertible redeemable preferred stock
in July 1998, warrants in December 1998 and Class F convertible redeemable
preferred stock in January 1999, the number of shares purchasable under the
warrants was increased to 1,294,052 (see note 14).
    
 
     The Company begins to record expense for such warrants when it is probable
that ADP will obtain the necessary sales levels to vest in the warrants. The
expense is measured based upon the fair value of the warrants at the vesting
date. As of December 31, 1998, the Company believes it is not yet probable that
ADP will achieve the necessary sales level to earn the warrants vesting on March
31, 1999, or any other date, and accordingly, no expense has been recorded.
 
   
     In December 1998, the Company granted warrants to purchase 40,568 shares of
common stock at an exercise price of $4.93 per share as consideration for
obtaining a line of credit (see note 4). The warrants expire in ten years.
    
 
NOTE 9 -- LEASES
 
     The Company is obligated under several noncancelable operating leases for
office space. The future minimum lease obligations under these noncancelable
operating leases as of December 31, 1998 are approximately as follows:
 
                                      F-17
<PAGE>   90
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 9 -- LEASES -- (CONTINUED)
 
<TABLE>
<CAPTION>
                  YEAR ENDING DECEMBER 31,
                  ------------------------                    (IN THOUSANDS)
<S>                                                           <C>
1999........................................................       $389
2000........................................................        284
2001........................................................        219
2002........................................................         48
                                                                   ----
                                                                   $940
                                                                   ====
</TABLE>
 
     Rent expense under noncancelable operating leases was approximately
$47,000, $279,000 and $422,000 for years ended December 31, 1996, 1997 and 1998,
respectively.
 
NOTE 10 -- COMMITMENTS AND CONTINGENCIES
 
    (a) RETIREMENT AND HEALTH PLANS
 
     The Company sponsors a defined contribution plan available to substantially
all employees. The Company's contributions under the Plan are discretionary.
There were no Company contributions made to the Plan during any of the periods
presented.
 
     The Company is self-insured for group health below certain specified
limits.
 
    (b) AFFILIATE PAYMENTS
 
     The Company has a commitment to purchase approximately $2,030,000 in
Internet advertising from one of its affiliates during 1999. The Company can
reduce such commitment through the payment of commissions to the affiliate from
the sale of classified employment advertising on the affiliate's websites.
 
   
     In September 1998, the Company entered into an affiliate agreement which
required a payment of $400,000 at inception for marketing and development
activities. Such amount has been included in other assets and is being amortized
ratably into sales and marketing expense over the term of the agreement. The
Company is also obligated to make additional payments for marketing and
development activities of $300,000 in 1999. Such amount is being accrued ratably
into sales and marketing expense over the term of the agreement. Additionally,
the agreement requires the Company to purchase approximately $300,000 in
Internet advertising during 1999. These amounts will be expensed in the period
incurred.
    
 
NOTE 11 -- INCOME TAXES
 
     No provision for federal or state income taxes has been recorded as the
Company incurred net operating losses for all periods presented. As of December
31, 1998, the Company had net operating loss carryforwards available to offset
future taxable income of approximately $19,692,000, $6,944,000
 
                                      F-18
<PAGE>   91
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 11 -- INCOME TAXES -- (CONTINUED)
of which expire in 2018, with the remainder expiring in 2011 and 2012. Further,
as a result of certain capital transactions, an annual limitation on the future
utilization of the net operating loss carryforward may have occurred. The actual
income tax benefit differed from the income tax benefit which would be computed
based upon the statutory federal tax rates as a result of recording of a
valuation allowance. The valuation allowance was recorded as it is not more
likely than not that the deferred tax assets will be recoverable.
 
     Temporary differences that give rise to deferred tax assets and liabilities
at December 31, 1997 and 1998 are as follows:
 
<TABLE>
<CAPTION>
                                                               1997          1998
                                                              -------       -------
                                                                 (IN THOUSANDS)
<S>                                                           <C>           <C>
Deferred tax assets:
  Net operating loss carryforwards..........................  $ 3,730       $ 7,877
  Accounts receivable.......................................       15            54
  Property and equipment....................................       27           155
  Accrued expenses..........................................      104           219
  Deferred revenue..........................................       --           438
                                                              -------       -------
          Total gross deferred tax assets...................    3,876         8,743
Less: valuation allowance...................................   (3,876)       (8,743)
                                                              -------       -------
          Net deferred tax assets...........................  $    --       $    --
                                                              =======       =======
</TABLE>
 
     The valuation allowance for deferred tax assets as of January 1, 1997 and
1998 was $986,000 and $3,876,000 respectively. The net change in the valuation
allowance for the years ended December 31, 1997 and 1998, was an increase of
$2,890,000 and $4,867,000, respectively.
 
NOTE 12 -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION --
           NONCASH INVESTING AND FINANCING ACTIVITIES
 
     In 1998, several existing common stockholders exercised their rights to
convert 55,000 shares of Class A convertible redeemable preferred stock and
80,000 shares of Class B convertible redeemable preferred stock into 135,000
shares of common stock. In connection with the transactions, approximately
$79,000 of convertible redeemable preferred stock was reclassified to additional
paid-in capital.
 
     In 1998, the Company issued warrants to purchase 40,568 shares of common
stock as consideration in obtaining a line of credit. As a result, the estimated
value of the warrants of approximately $109,000 was recorded as an other asset
with the offsetting amount recorded as additional paid-in capital.
 
                                      F-19
<PAGE>   92
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 12 -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION --
         NONCASH INVESTING AND FINANCING ACTIVITIES -- (CONTINUED)
     In 1996, in connection with the recapitalization of the Company,
approximately $500,000 was reclassified from additional paid-in capital to
convertible redeemable preferred stock.
 
NOTE 13 -- BASIC AND DILUTED NET LOSS PER SHARE
 
     The Company computes net income (loss) per share in accordance SFAS No.128,
"Earnings Per Share", which requires certain disclosures relating to the
calculation of earnings per common share. The following is a reconciliation of
the numerators and denominators of the basic and diluted earnings per common
share computations for net income (loss).
 
   
<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                       YEAR ENDED DECEMBER 31,                  MARCH 31,
                                -------------------------------------      --------------------
                                  1996          1997          1998          1998         1999
                                --------      --------      ---------      -------      -------
                                (IN THOUSANDS, EXCEPT PER SHARE DATA)          (UNAUDITED)
<S>                             <C>           <C>           <C>            <C>          <C>
Net income (loss).........      $(2,416)      $(7,314)      $(11,987)      $(3,086)     $(4,448)
Preferred stock dividend
  requirements............          (71)         (549)        (1,128)         (228)        (466)
                                -------       -------       --------       -------      -------
Net income (loss)
  available to common
  stockholders............      $(2,487)      $(7,863)      $(13,115)      $(3,314)     $(4,914)
                                =======       =======       ========       =======      =======
Weighted average shares of
  common stock
  outstanding.............        5,133         4,366          4,494         4,371        4,928
                                =======       =======       ========       =======      =======
Basic and diluted net
  income (loss) available
  per common share........      $ (0.48)      $ (1.80)      $  (2.92)      $ (0.76)     $ (1.00)
                                =======       =======       ========       =======      =======
</TABLE>
    
 
NOTE 14 -- SUBSEQUENT EVENTS
 
   
     On January 26, 1999, the Company issued 2,018,350 shares of newly
authorized Class F convertible redeemable preferred stock to new and existing
investors for approximately $10,986,000. The Class F preferred stock is
convertible on a one-for-one basis into shares of common stock at the option of
the holder. The Class F preferred stock is automatically converted into common
stock in the event of an initial public offering of shares of common stock in
which the price paid per share by the public is at least $7.00 per share and the
aggregate proceeds is at least $30,000,000. The Class A, B, C, D, and E
preferred stock conversion features were amended to conform to the Class F
preferred stock as a result of the issuance of Class F preferred stock. In
connection with the issuance of Class F preferred stock, the Company amended its
Certificate of Incorporation to increase authorized shares of common stock to
21,000,000 and increased the number of shares of common stock authorized for
issuance under the Company's stock option plan to 2,100,000.
    
 
                                      F-20
<PAGE>   93
 
                              CAREERBUILDER, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 14 -- SUBSEQUENT EVENTS -- (CONTINUED)
   
     On March 5, 1999, the Company entered into an agreement with NBC
Multimedia. Under this agreement, the Company will host the NBC Interactive
career sites for participating NBC affiliates and NBC.com. Under this agreement,
Careerbuilder granted warrants to purchase 93,750 shares of common stock at an
exercise price of $8.00 per share and 53,571 shares at an exercise price of
$14.00 per share. The warrants become exercisable in various amounts on the
first, second, and third anniversaries of the agreement and expire five years
from the date of grant. The estimated value of the warrants at the grant date of
$706,000 will be recognized as equity-based expense ratably over the term of the
agreement which is two years. In addition, the Company is required to make
certain mandatory payments totaling $750,000 to NBC Interactive in 1999 and
2000. Such amounts will be accrued into sales and marketing expense over the
term of the agreement.
    
 
   
     On March 5, 1999, the Company and ADP amended their joint marketing and
sales representative agreement, extending the initial term of the agreement
through January 2002. The Company amended and restated the warrant granted in
January 1998, and the first installment exercisable for 380,000 shares of common
stock, at an exercise price of $12.00 per share, was vested at that time. The
estimated value of the warrant at the vesting date of $1,699,000 will be
recognized as equity-based expense ratably over the extended term of the
agreement which is thirty-seven months. The remaining 914,052 shares of common
stock underlying the warrant vest in equal amounts of 457,026 shares of common
stock on each of March 31, 2001 and 2002, at an exercise price of $5.00 per
share, based upon sales levels attained by ADP during the sales period ending on
the respective vesting date. If the Company issues additional equity securities
primarily for financing purposes, and not including the shares of common stock
sold in an underwritten public offering, the number of shares of common stock
issuable upon exercise of the warrant will increase for each of the second and
third installments.
    
 
   
     If and when it becomes probable that the net revenue the Company will
receive from ADP will reach the necessary level for either installment of the
warrant to vest, the Company would begin to record an expense reflecting the
fair value of the warrant, which will be determined in part based on the market
price of the common stock. The Company would begin to recognize this expense on
the determination of probability that the revenue targets would be achieved,
continuing through the actual vesting date. The Company would initially estimate
the amount of the expense at the time of the determination that achievement is
probable, based in part on the market price of the common stock at that time. At
the time of actual vesting, the fair value of the warrant would be remeasured
and, if different from the value used in initially estimating the expense, the
difference would be reflected as an additional charge or credit at that time.
    
 
   
NOTE 15 -- STOCK OPTION PLAN (UNAUDITED)
    
 
   
     In March 1999, the Company adopted the 1999 Stock Incentive Plan, the 1999
Non-Employee Director Stock Option Plan and the 1999 Employee Stock Purchase
Plan. Additionally, the Company increased the number of shares available for
issuance under its stock option plans to 3,300,000.
    
 
                                      F-21
<PAGE>   94
 
   
     Above the chart are two captions. To the left is the caption "To Reach This
Audience" with an arrow pointing to the left side of the chart. The caption to
the right reads "Post To These Sites." The chart then lists audience groupings
with the logos of the CareerBuilder Network members that target that particular
audience segment. The groupings and the respective logos are as follows:
    
 
   
                    National -- CareerBuilder.com
                                USA Today
                                NBC
    
 
   
                    Regional -- careerfuture.com
                                citysearch.com
                                WETA
                                The Dallas Morning News
    
 
   
                    Information Technology -- c|net
                                              internet.com
    
 
   
                    Business & Executives -- BusinessWeek ONLINE
                                             Black Enterprise ONLINE
    
 
   
                    Industry -- Phillips Career Center
                                Medical Economics Company ONLINE
                                American Banker ONLINE
    
 
   
                    Diversity -- Black Enterprise ONLINE
                                 WomenCONNECT.com
                                 MS BET
                                 Hispanic Online
    
 
   
                    Engineers -- Test & Measurement World Online
                                 Questlink
                                 EDN Access
    
   
    
<PAGE>   95
 
                              [CAREERBUILDER LOGO]
 
   
    
<PAGE>   96
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following table sets forth the various expenses, all of which will be
borne by the Registrant, in connection with the sale and distribution of the
securities being registered, other than the underwriting discounts and
commissions. All amounts shown are estimates except for the Securities and
Exchange Commission registration fee, the NASD filing fee and the Nasdaq
National Market listing fee.
 
<TABLE>
<S>                                                           <C>
SEC registration fee........................................  $ 17,264
NASD filing fee.............................................     6,710
Nasdaq National Market listing fee..........................    60,000
Blue Sky fees and expenses..................................    15,000
Transfer Agent and Registrar fees...........................    10,000
Accounting fees and expenses................................   150,000
Legal fees and expenses.....................................   300,000
Printing and mailing expenses...............................   225,000
Miscellaneous...............................................    16,026
                                                              --------
                                                              $800,000
                                                              ========
</TABLE>
 
ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Article Eighth of the Registrant's Amended and Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") provides that no
director of the Registrant shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty.
 
     Article Ninth of the Registrant's Restated Certificate of Incorporation
provides that a director or officer of the Registrant (a) shall be indemnified
by the Registrant against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any litigation
or other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite
                                      II-1
<PAGE>   97
 
such adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the Registrant against all expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request, provided that he undertakes to repay the
amount advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.
 
     Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.
 
     Article Ninth of the Registrant's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers, then the
Registrant must indemnify those persons to the fullest extent permitted by such
law as so amended.
 
     Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
 
     Under Section 7 of the Underwriting Agreement, the Underwriters are
obligated, under certain circumstances, to indemnify directors and officers of
the Registrant against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Reference is made to
the form of Underwriting Agreement filed as Exhibit 1 hereto.
 
     The Registrant intends to purchase an insurance policy insuring the
officers and directors of the Registrant against certain liabilities incurred by
them in the discharge of their functions as such officers and directors,
including liabilities under the Securities Act.
 
ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
     Set forth below is information regarding shares of capital stock issued,
warrants issued and options granted by the Registrant since January 1, 1996.
 
     (a) Issuances of Capital Stock and Warrants
 
                                      II-2
<PAGE>   98
 
     In July 1996, the Registrant sold 2,151,420 shares of Class B convertible
preferred stock to a group of private investors for an aggregate sale price of
$1,635,079.
 
     In January 1997, the Registrant sold 3,188,889 shares of Class C
convertible preferred stock to a group of private investors for an aggregate
sale price of $4,592,000.
 
     In September 1997, the Registrant sold 1,120,448 shares of Class D
convertible preferred stock to a group of private investors for an aggregate
sale price of $3,999,999. In January 1998, the Registrant sold an additional
925,337 shares of Class D convertible preferred stock to a group of private
investors for an aggregate sale price of $3,303,453. In January 1998, in
connection with the execution of the ADP Joint Marketing and Sales
Representative Agreement and the issuance of Class D convertible preferred stock
to ADP, Inc. ("ADP"), the Registrant issued to ADP a warrant to purchase up to
1,294,052 shares of common stock.
 
     In July 1998, the Registrant sold 1,024,351 shares of Class E convertible
preferred stock to a group of private investors for an aggregate sale price of
$5,050,050.
 
     In December 1998, in connection with the execution of a Loan Agreement with
PNC Bank, N.A. ("PNC"), the Registrant issued to PNC a warrant to purchase up to
40,568 shares of common stock.
 
     In January 1999, the Registrant sold 2,018,350 shares of Class F
convertible preferred stock to a group of investors for an aggregate sale price
of $11,000,008.
 
     In March 1999, in connection with an agreement with NBC, the Registrant
issued a warrant to purchase 93,750 shares of common stock at an exercise price
of $8.00 per share and a warrant to purchase 53,571 shares of common stock at
$14.00 per share.
 
     (b) Grants and Exercises of Stock Options
 
     The Registrant's Stock Option Plan (the "Stock Plan") was adopted by the
Board of Directors and approved by the stockholders of the Registrant in March
1996. As of February 28, 1999, options to purchase 1,428,655 shares of Common
Stock were outstanding under the Stock Plan, and the Registrant had issued
533,820 shares of Common Stock upon the exercise of options granted under such
plan. The Registrant's 1999 Stock Incentive Plan (the "Incentive Plan") and 1999
Director Stock Option Plan (the "Director Plan") were adopted by the Board of
Directors and approved by the stockholders of the Registrant in March 1999. As
of February 28, 1999, no options had been granted under either the Incentive
Plan or the Director Plan. The Registrant's 1999 Employee Stock Purchase Plan
(the "Purchase Plan") was adopted by the Board of Directors and approved by the
stockholders in March 1999. The Purchase Plan will not become effective until
the closing of the offering.
 
     The Registrant has reserved an aggregate of 3,300,000 shares of Common
Stock for issuance in the aggregate under the Stock Plan, Incentive Plan,
Director Plan and Purchase Plan.
 
     The securities issued in the foregoing transactions were either (i) offered
and sold in reliance upon exemptions from Securities Act registration set forth
in Sections 3(b) and 4(2) of the Securities Act, or any regulations promulgated
thereunder, relating to sales by an issuer not involving any public offering,
(ii) in the case of certain options to purchase shares of Common Stock and
shares of Common Stock issued upon the exercise of such options, such offers and
sales were made in reliance upon an exemption from registration under Rule 701
of the Securities Act. No underwriters were involved in the foregoing sales of
securities.
 
                                      II-3
<PAGE>   99
 
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (a)   Exhibits
 
   
<TABLE>
<CAPTION>
EXHIBIT
  NO.                             DESCRIPTION
- -------                           -----------
<C>       <S>
  1.1*    Form of Underwriting Agreement.
  3.1*    Certificate of Incorporation of the Registrant.
  3.2*    Form of Amended and Restated Certificate of Incorporation of
          the Registrant (to be effective upon the closing of the
          offering).
  3.3*    By-Laws of the Registrant.
  3.4*    Form of Amended and Restated By-Laws of the Registrant (to
          be effective upon the closing of the offering).
  4.1**   Specimen certificate for shares of Common Stock.
  5**     Opinion of Hale and Dorr LLP.
 10.1*    Stock Option Plan.
 10.2*    Form of 1999 Stock Incentive Plan.
 10.3*    Form of 1999 Non-Employee Director Stock Option Plan.
 10.4*    Form of 1999 Employee Stock Purchase Plan.
 10.5*    Third Amended and Restated Registration Rights Agreement,
          dated as of January 26, 1999, by and among the Registrant
          and certain stockholders.
 10.6*    Amended and Restated Stock Restriction Agreement, dated as
          of January 26, 1999, by and among the Registrant and certain
          stockholders.
 10.7     Amendment Agreement, dated March 5, 1999, between the
          Registrant and ADP, Inc.
 10.8*    Class D Convertible Preferred Stock Purchase Agreement,
          dated as of September 11, 1997, by and among the Registrant
          and certain stockholders.
 10.9*    Amendment Agreement to the Class D Convertible Preferred
          Stock Purchase Agreement, dated as of January 23, 1998, by
          and among the Registrant and certain stockholders.
 10.10*   Class E Convertible Preferred Stock Purchase Agreement,
          dated as of July 6, 1998, by and among the Registrant and
          certain stockholders.
 10.11*   Class F Convertible Preferred Stock Purchase Agreement,
          dated as of January 26, 1999, between the Registrant and
          certain stockholders.
 10.12    ADP Joint Marketing/Sales Representative Agreement, dated as
          of January 23, 1998, between the Registrant and ADP, Inc.
 10.13    Amended and Restated Common Stock Purchase Warrant, dated as
          of March 5, 1999, issued to ADP, Inc.
 10.14*   Loan Agreement, dated as of December 29, 1998, between the
          Registrant and PNC Bank, N.A.
 10.15*   Revolving Credit Note, dated as of December 29, 1998, issued
          to PNC Bank, N.A.
 10.16*   Bridge Loan Note, dated as of December 29, 1998, issued to
          PNC Bank, N.A.
 10.17*   Security Agreement, dated as of December 29, 1998, between
          the Registrant and PNC Bank, N.A.
 10.18*   Warrant Agreement, dated as of December 29, 1998, between
          the Registrant and PNC Bank, N.A.
 10.19*   Lease, dated September 11, 1997, as amended, for Reston, VA.
 10.20*   Sublease, dated August 14, 1998, for Reston, VA.
 11       Computation of earnings per common share.
</TABLE>
    
 
                                      II-4
<PAGE>   100
 
   
<TABLE>
<CAPTION>
EXHIBIT
  NO.                             DESCRIPTION
- -------                           -----------
<C>       <S>
 23.1**   Consent of Hale and Dorr LLP (included in Exhibit 5).
 23.2     Consent of KPMG LLP.
 24*      Power of Attorney.
 27*      Financial Data Schedule.
</TABLE>
    
 
- -------------------------
*  Previously filed.
 
** To be filed by amendment.
 
   
     (b) Financial Statement Schedules
    
 
     Schedule II -- Valuation and Qualifying Accounts
 
     All other schedules have been omitted because they are not required or
because the required information is given in the Registrant's Financial
Statements or Notes thereto.
 
ITEM 17.  UNDERTAKINGS
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions contained in the Certificate of
Incorporation of the Registrant and the laws of the State of Delaware, 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 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 and will be governed by the final adjudication of such issue.
 
     The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
 
     The undersigned Registrant hereby undertakes that:
 
     (1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
 
     (2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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-5
<PAGE>   101
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Reston, Virginia
on this 21st day of April, 1999.
    
 
                                          CAREERBUILDER, INC.
 
                                          By:    /s/ ROBERT J. MCGOVERN
                                            ------------------------------------
                                                     Robert J. McGovern
                                           Chairman of the Board, President and
                                                 Chief Executive Officer
 
   
<TABLE>
<CAPTION>
                  SIGNATURE                                    TITLE                      DATE
                  ---------                                    -----                      ----
<S>                                            <C>                                    <C>
 
           /s/ ROBERT J. MCGOVERN              Chairman of the Board, President and       April 21, 1999
- ---------------------------------------------    Chief Executive Officer (Principal             
             Robert J. McGovern                          Executive Officer)
 
             /s/ JAMES A. THOLEN                 Director (Principal Financial and        April 21, 1999
- ---------------------------------------------            Accounting Officer)                   
               James A. Tholen
 
                      *                                      Director                     April 21, 1999
- ---------------------------------------------                                                  
                Peter Barris
 
                      *                                      Director                     April 21, 1999
- ---------------------------------------------                                                  
               Gary C. Butler
 
                      *                                      Director                     April 21, 1999
- ---------------------------------------------                                                  
             D. Jarrett Collins
 
                      *                                      Director                     April 21, 1999
- ---------------------------------------------                                                  
              J. Neil Weintraut
 
                      *                                      Director                     April 21, 1999
- ---------------------------------------------                                                  
              David C. Wetmore
 
          *By: /s/ JAMES A. THOLEN
   ---------------------------------------
               James A. Tholen
              Attorney-in-Fact
</TABLE>
    
 
                                      II-6
<PAGE>   102
 
                                  SCHEDULE II
 
                       VALUATION AND QUALIFYING ACCOUNTS
                 YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998
 
<TABLE>
<CAPTION>
                                                       ADDITIONS
                                                -----------------------
                                   BALANCE AT   CHARGED TO   CHARGED TO                BALANCE AT
                                   BEGINNING    COSTS AND      OTHER                      END
         CLASSIFICATION             OF YEAR      EXPENSES     ACCOUNTS    DEDUCTIONS    OF YEAR
         --------------            ----------   ----------   ----------   ----------   ----------
<S>                                <C>          <C>          <C>          <C>          <C>
1996
Allowances for doubtful accounts
  and sales returns..............     $--          $  4         $ 14        $  --         $ 18
1997
Allowances for doubtful accounts
  and sales returns..............      18            88          137         (205)          38
1998
Allowances for doubtful accounts
  and sales returns..............      38           591           62         (556)         135
</TABLE>
 
                                       S-1

<PAGE>   1
                                                                    EXHIBIT 10.7




                               AMENDMENT AGREEMENT


      This Amendment is made and entered into as of the 5th day of March, 1999
by and among CareerBuilder, Inc., a Delaware corporation formerly known as
"Netstart, Inc." (the "Company"), and ADP, Inc., a Delaware corporation ("ADP").

                                   WITNESSETH:

      WHEREAS, the Company and ADP entered into the ADP Joint Marketing/Sales
Representative Agreement dated as of January 23, 1998, as amended by addendum on
November 17, 1998 (the "Marketing Agreement");

      WHEREAS, the Company and ADP desire to amend the Marketing Agreement as
provided herein;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree that:

      1.    All references to NetStart, Inc. are hereby amended to
            CareerBuilder, Inc.

      2.    Section 3B is hereby amended to add the following sentence, which
            shall become the final sentence of such section:

                  "Notwithstanding the foregoing, if, in ADP's reasonable
                  judgment, ADP determines that TeamBuilder Online and/or the
                  CareerBuilder Network have material competitive inadequacies
                  that substantially reduce their competitiveness in relation to
                  other online recruiting products, ADP shall notify the Company
                  of its determination, listing the specific features and
                  functionalities that are deficient and specifying the basis
                  for ADP's determination that competitiveness is reduced. The
                  exclusivity provisions contained in this Section 3B shall not
                  apply to any agreement or arrangement entered into by ADP to
                  address such deficiencies if the Company does not specifically
                  correct the competitive features and functionalities listed in
                  such notice within 180 days of such notice to ADP's reasonable
                  satisfaction."


                                       1

<PAGE>   2



      3.    Section 5B(iv) is hereby amended to add the following sentence,
            which shall become the final sentence of such section:

                  "The types of information contained in such call log (i.e.
                  client identification information, statement of problem,
                  resolution of problem) shall be mutually agreed upon by the
                  Company and ADP and shall be consistent with the Company's
                  current customer support practices."

      4.    Section 5B(v) is hereby amended to add the following sentence, which
            shall become the final sentence of such section:

                  "The Company and ADP may mutually agree to set up
                  target response times within which to respond to customer
                  calls."

      5.    Section 8 is hereby amended so that the preamble shall read in its
            entirety as follows:

                  "This Agreement shall continue until January 23, 2002 (the
                  "Initial Term"), and thereafter shall continue automatically
                  unless and until terminated in accordance with the following
                  provisions:"

      6.    Section 8(A)(iv) is hereby amended to read in its entirety as
            follows:

                  "(iv) During the Initial Term or any extension thereafter,
                  either party may terminate this Agreement for cause
                  immediately upon the occurrence of an Event of Default
                  (defined below in Section 9)."

      7.    Section 9(A)(b) is hereby amended to read in its entirety as
            follows:

                  "(b) if the other party materially breaches any material
                  provision of this Agreement and fails to substantially cure
                  such breach within 30 days of receipt of written notice
                  describing the breach, provided, however, that a breach of any
                  provision of Section 3A shall be governed solely by the
                  provisions contained therein;"

      8.    A new Section 11 is hereby added to the Agreement and shall read in
            its entirety as follows:


                                       2
<PAGE>   3



                  "11. Board Representation. The Company agrees to nominate or
                  cause to be nominated as a director to serve on its Board of
                  Directors one representative of ADP, who shall be either Gary
                  Butler or such other representative of ADP who is reasonably
                  acceptable to the Company. The Company's commitment under this
                  Section 11 shall remain in effect for the term of the
                  Agreement."


      9.    A new Section 12 is hereby added to the Agreement and shall read in
            its entirety as follows:

                  "12. Product Development. The Company shall, at ADP's specific
                  request, schedule quarterly meetings attended by ADP and
                  senior marketing and development executives of the Company in
                  order for the Company to provide ADP overviews of its product
                  planning activities for Company products, features and
                  functionalities specifically related to TeamBuilder Online and
                  the CareerBuilder Network product/service. At such meetings,
                  ADP will be able to provide its input into the Company's
                  product planning processes.

                  The Company agrees to grant to ADP reasonable access to its
                  Senior Vice President of Sales to allow ADP regular
                  opportunity to provide input regarding the direction of the
                  Company's product development."

      10.   A new Section 13 is hereby added to the Agreement and shall read in
            its entirety as follows:

                  "13. Millennium Compliant. The Company hereby represents and
                  warrants that TeamBuilder, TeamBuilder Online, CareerBuilder
                  and related products and services (the "Products") are and
                  shall be Millenium Compliant. For purposes of this Section 13,
                  "Millenium Compliant" shall mean the ability to provide the
                  following functions: (a) consistently process date information
                  before, during and after January 1, 2000 including but not
                  limited to accepting date input, providing date output,
                  performing calculations on the dates or portions of dates,
                  calculating leap years; (b) function accurately with its
                  documentation and without interruption associated with the
                  advent of the new century; (c) respond to two-digit year date
                  input in a way that resolves any ambiguity as to century in a


                                       3
<PAGE>   4

                  disclosed, defined and predetermined manner; and (d) store and
                  provide output of date information in ways that are
                  unambiguous as to century. At ADP's request, the Company shall
                  provide to ADP test plans and results of the Programs' ability
                  to comply with the provisions of this section. In the event
                  that ADP informs the Company of, or the Company learns of, any
                  failure of the Products to comply with the provisions of this
                  section, in addition to (and not in lieu of) any other
                  remedies available to ADP under this Amendment, at law or in
                  equity, the Company shall promptly remedy the failure
                  dedicating the resources necessary to effect such remedy, at
                  no charge to ADP."

      11.   The section "General Provisions," currently Section 11, is hereby
            amended to become Section 14.

      12.   Effect of Modification. In the event of any inconsistency between
            the provisions of the Marketing Agreement and the applicable
            provisions of this Agreement, the provisions of this Agreement shall
            control in all respects. Otherwise, the Marketing Agreement shall
            remain in full force and effect.

      13.   Successors and Assigns; Governing Law. Subject to the restrictions
            in the Marketing Agreement as amended hereby, this Agreement shall
            inure to the benefit of and bind the respective heirs, personal
            representatives, successors and assigns of the parties hereto and
            shall be governed by and constructed in accordance with the laws of
            the State of Delaware.

      14.   Severability; Modifications. Should one or more of the provisions of
            this Agreement be determined by a court of law to be illegal or
            unenforceable, the other provisions shall nevertheless remain
            effective and shall be enforceable. This Agreement shall not be
            modified without the prior consent of the Company and ADP.

      15.   Execution in Counterparts. This Agreement may be executed in any
            number of counterparts, each of which when so executed and delivered
            shall be deemed an original and such counterparts together shall
            constitute one instrument.




      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.


                                       4
<PAGE>   5


                                          CAREERBUILDER, INC.



                                          By:     /s/  James A. Tholen
                                                -------------------------
                                                Name:  James A. Tholen
                                                Title:  CFO



                                          ADP, INC.


                                          By:     /s/  James B. Benson
                                                -------------------------
                                                Name:  James B. Benson
                                                Title:  President



                                       5


<PAGE>   1
                                                                   EXHIBIT 10.12

                                 EXECUTION COPY

               ADP JOINT MARKETING/SALES REPRESENTATIVE AGREEMENT

AGREEMENT dated January 23, 1998 between NetStart, Inc., a Delaware corporation
with offices at 11495 Sunset Hills Road, Reston Virginia 20190 ("NETSTART") and
ADP, Inc., a Delaware corporation with offices at One ADP Boulevard, Roseland,
New Jersey 07068 (together with its subsidiaries and affiliates, "ADP").

1.     Overview.

       A.     ADP and NETSTART agree that ADP will conduct a pilot marketing
              program to market and obtain orders for NETSTART's Internet
              recruiting software (including TeamBuilder, TeamBuilder on-line,
              Career Builder, and any related product or service, collectively
              referred to herein as the "Products") to the current ADP client
              base, and/or to potential ADP clients, using a "co-brand strategy"
              (the "Pilot"). For purposes of this Agreement, "Co-brand strategy"
              shall mean that (i) NETSTART will package the Products for
              sale/distribution to ADP acquired clients (as defined below) with
              an ADP approved ADP logo; (ii) certain NETSTART product literature
              chosen by ADP will be reprinted (at ADP's cost) and will bear
              ADP's name and logo (standard NETSTART reports will not be
              changed); (iii) both ADP and NETSTART agree to cooperate with each
              other in the use of their respective logos; provided however, that
              in no event shall either party use the other party's name,
              trademark(s) or logo without prior written consent; and (iv) ADP
              and NETSTART will work together to develop a package of NETSTART
              products/services, which will be packaged together and offered
              exclusively to ADP, as provided below, including but not limited
              to a customized ADP web site (which shall be similar in form and
              functionality to NETSTART's existing TeamBuilder on-line web
              sites). NETSTART will be solely responsible for the development
              and support of the Products (including customer support);
              packaging, distribution and shipment of the Products to ADP
              clients and prospects and support of those clients; provided
              however, that if ADP requests special or non-standard NETSTART
              packaging, ADP shall pay the costs of customizing such packaging.
              ADP, as sales representative for NETSTART, shall be responsible
              for marketing and obtaining orders for the Products from its
              clients and prospects, as well as billing such clients and
              prospects for the Products, in accordance with the provisions of
              this Agreement. ADP's right to market and obtain orders for the
              Products is worldwide and is not limited in any respect (including
              but not limited to with respect to distribution channels, target
              markets and marketing strategies). Each ADP client or prospect
              that has purchased a Product and with respect to which ADP has
              forwarded an order form to NETSTART, shall be deemed to be an "ADP
              acquired client".

2.     Product Pricing and Revenue Sharing.

       A.     ADP, as sales representative for NETSTART, may procure orders with
              no more than a 30% discount from NETSTART's list prices; provided
              however, that orders from certain clients may reflect greater
              discounts to match those being offered by NETSTART to comparably
              situated clients. ADP and NETSTART agree to cooperate in
              negotiating with large major and national account clients that
              require special pricing. NETSTART's current list prices are set
              forth in the attached Price Lists. NETSTART agrees to provide ADP
              with written notice of changes in pricing at least 30 days in
              advance of the effective date. NETSTART agrees that it will not
              increase the pricing shown in the attached Price List unless it is
              raising its prices to all customers generally. NETSTART further
              agrees, that at all times during the term of this Agreement, its
              charges to ADP acquired clients for services shall


<PAGE>   2
              be at least as low as its lowest charges for such services to any
              of its similarly situated customers and that it will not offer any
              other sales representative, or joint marketing, reseller or
              similar company, a combination of sales commissions and customer
              discounts that will be greater than those offered to ADP hereunder
              unless also offered to ADP.

       B.     As its sales commission for sales arranged on behalf of NETSTART,
ADP will be entitled to retain revenue for all sales of Products made to ADP
acquired clients as follows:

              (i)    Job postings to CareerBuilder and Affiliate Sites
("Affiliates" means all Internet Media Sites utilizing NETSTART'S CareerBuilder
technology):

<TABLE>
<CAPTION>
Total Quarterly Revenue*            % Revenue to ADP for              % Revenue to ADP for
- ------------------------          CareerBuilder Postings:               Affiliate Postings:
                                  -----------------------               -------------------
<S>                               <C>                                 <C>
<  $18M/quarter                             50%                                 25%
   $18M-$60M/quarter                        54%                                 27%
>  $60M but < $120M/quarter                 57%                                 29%
>= $120M/quarter                            60%                                 31%
</TABLE>


              (ii)   Set-Up; Misc. Monthly Fees: ADP will also retain a pass
              through equal to 66% of all monthly minimum fees and of all client
              account set-up, installation and support fees for all ADP acquired
              clients.

              (iii)  TeamBuilder Software Sales: ADP will also retain a pass
              through equal to 50% of all revenues received by ADP for all sales
              of TeamBuilder software made to ADP acquired clients.

              (iv)   Advertising: ADP will also retain a pass through equal to 
              50% of all revenues received by ADP for all sales of on-line radio
              and banner advertising made to ADP acquired clients.

              (v)    ADP will make revenue pass through payments to NETSTART by
              check, to the address indicated by NETSTART from time to time in
              writing, quarterly in arrears with respect to all revenues
              recognized by ADP in the previous quarter which arose under this
              Agreement. All such payments will be net of any credits issued to,
              'bad debt' and similar write-offs for, ADP acquired clients. The
              revenue sharing percentage for CareerBuilder postings will be set
              each quarter in arrears at the quarterly revenue plateau achieved
              during such quarter. If the pre-paid revenue payments made by ADP
              under the terms of paragraph C below have been exhausted before
              June 1, 1999, then ADP shall make estimated revenue pass through
              payments to NETSTART monthly during the Monthly Payment Period,
              which will be reconciled quarterly in arrears. "Monthly Payment
              Period" shall mean the period commencing with the first full
              calendar month following the month in which the pre-paid revenue
              payments have been exhausted and ending on the earlier to occur of
              (1) June 30, 1999 and (2) the sixth monthly payment.

       *  This is a total monthly revenue number that would be recognized
          under Generally Accepted Accounting Practices for all NETSTART
          related products and/or services for which orders were





                                       2
<PAGE>   3
     procured by ADP, including CareerBuilder postings, Affiliate site postings,
     TeamBuilder Software, and other TeamBuilder On-line set-up or service fees,
     all as calculated without taking commissions payable to ADP into account.
     ADP shall continue to receive the revenue pass through for an ADP acquired
     client for as long as such client continues to receive any NETSTART product
     or service for which orders were procured by ADP, regardless of the
     termination or expiration of this Agreement or the status of the joint
     marketing/distribution relationship between ADP and NETSTART.

       C.     Notwithstanding the foregoing, in recognition of certain marketing
       and developments costs incurred by NETSTART in launching this Pilot, ADP
       shall make a $1.5 million pre-paid revenue payment to NETSTART, payable 
       as follows: (i) $500,000 payable upon execution of this Agreement by both
       parties, (ii) $500,000 payable to NETSTART upon commencement of Phase 2 
       and (iii) $500,000 payable to NETSTART upon commencement of Phase 3. 
       NETSTART agrees that ADP shall be entitled to receive the first
       $1,500,000 revenue earned by NETSTART as a result of sales of the 
       Products from orders procured by ADP

              For purposes of this Section, "Phase 2" shall mean the expansion
       of ADP's involvement in marketing and obtaining orders for the Products
       to clients and prospects in up to 12 of its Major Account regions which
       shall occur on or before May 1, 1998 and "Phase 3" shall mean the
       expansion of ADP's marketing of the Products nationally, to all of its
       Major Account regions (which at the time of signing this Agreement
       numbered 40) which shall occur on or before August 1, 1998. In each case
       the progression to the next Phase of the joint marketing/distribution
       arrangement shall be evidenced by ADP's written notification to NETSTART
       setting forth the date of such advancement. ADP shall be obligated to
       proceed to Phase 2 of the arrangement unless, in its reasonable business
       judgment one of the following events has occurred: (i) TeamBuilder
       on-line is no longer reasonably competitive in the marketplace (either in
       functionality or price) or (ii) NETSTART's client base (excluding ADP
       acquired clients) for its TeamBuilder on-line product is not at least 190
       by April 1, 1998. ADP may elect, in its sole discretion, not to proceed
       to Phase 3 by giving written notice to NETSTART on or before June 1,
       1998. If ADP elects not to proceed to Phase 3, then ADP shall not make
       the last $500,000 prepaid revenue payment and the exclusivity provisions
       contained in Section 3A and B below shall immediately terminate. If ADP
       elects to proceed to Phase 3, the final pre-paid revenue payment shall be
       made on or before June 30, 1998.

3.     Exclusivity:

       A.     NETSTART agrees that it will not, without the prior written
              approval of ADP, during the term of this Agreement, enter into any
              new reseller, distribution or similar agreement with (i) any HRIS
              provider which offers payroll software or payroll processing
              services similar to those offered by ADP, to sell or distribute
              any or all of the Products in the United States or Canada or (ii)
              another payroll or benefits administration provider.

       B.     ADP agrees that it's Employer Services division will not, without
              the prior written approval of NETSTART, during the term of this
              Agreement, enter into any new joint marketing, reseller,
              distribution or other arrangement, or any agreement similar in
              nature to this Agreement with another provider of Internet
              recruitment services which offers products or services similar to
              NETSTART's TeamBuilder on-line product (or its successor(s)) in
              the United States or Canada. Notwithstanding the foregoing, ADP
              may enter into such an arrangement with a provider of a
              product/service that has features/functionality not





                                       3
<PAGE>   4
              adequately addressed by TeamBuilder on-line or that targets a
              market segment not adequately served by TeamBuilder on-line.

4.     ADP Agrees to:

       A.     Forward, either by facsimile or electronically, to NETSTART
              headquarters an order form for each ADP client or prospect
              electing to contract for any of the Products, with terms and
              conditions similar to the NETSTART agreement attached to this
              Agreement. NETSTART may reject any order which contains terms
              which are additional or different from those in such attached
              agreement or is received from a customer determined by NETSTART in
              its reasonable business judgment to be unacceptable.

       B.     Market the Products to its existing and prospective clients
              through, at a minimum, its Major Accounts Division direct sales
              force (the "Sales Team") and its web-site.

       C.     Do all billing and collections for any NETSTART or Affiliate
              products and/or services for which the order was procured by or on
              behalf of ADP. NETSTART will work with ADP in good faith to define
              the necessary processes, procedures, and data flows to enable ADP
              to perform this billing and collection function. It is also agreed
              that NETSTART will, upon written request by ADP, assume
              responsibility for performance of the billing and collection for
              NETSTART or Affiliate products and/or services for which the order
              was procured by or on behalf of ADP on a monthly basis; provided
              however, that if ADP has not assumed responsibility for these
              billing and collection functions prior to Phase 3, ADP's revenue
              share will decrease by 5% until such time as ADP has assumed the
              billing and collections responsibilities.

       D.     Allow on-site visits at NETSTART's option to ADP's place or places
              of business upon reasonable prior written notice and during normal
              business hours and allow NETSTART, or its accountants, to
              periodically examine and make copies of all books and records of
              ADP insofar as they relate to this Agreement.

       E.     Establish "roll-call", sales incentive and commission policies for
              the Products that are consistent with those established by ADP
              with respect to ADP's own products and services.

       F.     Not to disassemble, decompile or otherwise reverse engineer the
              Products or otherwise attempt to learn the source code, structure
              or algorithms or ideas underlying the Products or modify the
              Products.

       G.     To keep NETSTART informed as to any material problems encountered
              with the Products and any resolutions arrived at for those
              problems, and to communicate (unless prohibited by confidentiality
              obligations) promptly to NETSTART any modifications, design
              changes or improvements of the Products suggested by any customer,
              employee or agent. ADP will also promptly notify NETSTART of any
              infringement of any trademarks or other proprietary rights to the
              Products of which ADP becomes aware.

       H.     Defend, indemnify and hold NETSTART, its successors, assigns,
              officers, directors, employees, associates or agents harmless from
              and against any and all claims and causes of action brought
              against NETSTART by a third party, including any and all damages,
              losses, expenses, attorney's fees, costs and liabilities sustained
              by NETSTART arising out


                                       4
<PAGE>   5


              of the failure of ADP to meet its obligations under this
              Agreement. In any proceeding to enforce this indemnification, all
              defenses to the claimed failure to meet obligations are preserved.



5.     NETSTART Agrees to:

       A.     Assist ADP with the development of marketing materials, sales
              training for the ADP sales force and the presentation of the
              Products to target ADP's Major Accounts.

       B.     Perform all customer account set-up; customer orientation and
              training (to the same extent NETSTART offers orientation and
              training to its non-ADP acquired clients); order entry; customer
              service; product support; order processing and delivery; and
              report interpretation; as well as any other function normally
              performed by NETSTART in selling (other than the marketing and
              billing/collection activities expressly undertaken by ADP pursuant
              to the terms of this Agreement) and supporting its products,
              including without limitation the following:

              (i)    Manufacturing- NETSTART will manufacture all goods and
                     assemble the Products. NETSTART will choose all vendors
                     used for manufacturing, including printing, disk
                     duplication and assembly.

              (ii)   Fulfillment-NETSTART will handle all fulfillment of the
                     Products', sales, including warehousing, pick and pack,
                     labeling of package, carrier (shipper) cost and selection,
                     tracking of shipment as well as management of returns.

              (iii)  Billing Support-NETSTART will track all sales of the
                     Products made from orders procured by ADP and will develop
                     and maintain a billing summary report (the content, format
                     and transmission method of which will be approved by ADP)
                     and will forward such report to ADP within 15 days of the
                     end of each calendar month.

              (iv)   Technical Support-NETSTART will handle all technical
                     support for the Products' customers (from 8 AM to 8 PM
                     EST); all calls associated with the Products, including
                     customer comments, product enhancements and technical flaws
                     will be tracked and addressed by NETSTART. NETSTART will
                     make their call log available to ADP upon request.

              (v)    Customer Service-NETSTART will also handle all customer
                     service and will have representatives available from 8 AM
                     to 8 PM EST to receive customer calls. NETSTART will
                     establish and maintain a toll-free telephone number which
                     will be exclusively available to ADP acquired clients for
                     customer service and technical support (including, but not
                     limited to, implementation of NETSTART products and
                     services). NETSTART will also track all customer service
                     issues and a report of such customer service activities
                     will be made available to ADP upon request.

              (vi)   Packaging- NETSTART will manage all packaging activities
                     including design, film, printing, and assembly. ADP will
                     have the opportunity to proof and approve package design to
                     ensure that ADP's brand integrity is maintained.

                                       5
<PAGE>   6


              (vii)  Updates; Product Enhancements-NETSTART will maintain an
                     appropriate staff (both in size and qualifications) to
                     continually update and enhance the Products, so that the
                     Products contain those features and functionality
                     (including but not limited to, compatibility with
                     state-of-the-art platforms and Internet services) required
                     to keep the Products competitive in the marketplace.
                     NETSTART will consider in good faith all Product
                     improvements recommended by ADP.

       C.     Process and fulfill orders for ADP acquired clients in the same
              manner and with the same urgency and degree of care as its non-ADP
              acquired clients.

       D.     Provide Product literature and sales tools for the ADP Sales Team
              and to package the Products with the appropriate product reference
              guides and instructions. It is agreed that all such packaging will
              be approved in advance by ADP and NETSTART and that the
              reproduction of all such literature shall be at ADP's expense.

       E.     Allow on-site visits at ADP's option to NETSTART's place or places
              of business upon reasonable prior written notice and during normal
              business hours and allow ADP, or its accountants, to periodically
              examine and make copies of all books and records of NETSTART
              insofar as they relate to this Agreement.

       F.     Use all reasonable efforts to assist ADP in integrating the
              TeamBuilder on-line products with ADP products; such integration
              will include, at a minimum, development of a link from ADP's PC
              Payroll for Windows, HR Perspective and CSS HRizon products to
              TeamBuilder on-line which will enable a user to access NETSTART's
              on-line recruiting product by merely 'clicking' on an icon.

       G.     Develop and launch a TeamBuilder on-line site for ADP on or before
              January 15, 1998. ADP's on-line recruiting web site will consist
              of developing a private-label ADP career center integrating
              NETSTART's Internet recruiting technology into ADP's Web site.
              NETSTART will consult with ADP on the specifications and will
              consider all ADP suggestions and modifications in good faith.

       H.     Promptly inform ADP of (a) any problems encountered with the
              products or services and any resolutions arrived at for those
              problems; (b) all modifications, additions or changes in the
              products or services or its marketing strategy with respect
              thereto; (c ) required changes in the marketing, sales or related
              documentation and (d) known changes in any laws or regulations, in
              each case to the extent it that would affect ADP's ability to
              perform its obligations under this Agreement. For purposes of
              clause (a) of this paragraph H, "promptly" shall mean within three
              (3) business days of NETSTART's discovery of the problem and/or
              resolution.

       I.     To honor the pricing set forth in each customer's order form for
              the term set forth therein, regardless of termination of this
              Pilot or NETSTART's marketing relationship with ADP.

       J.     Warrant that the TeamBuilder software, CareerBuilder and
              TeamBuilder on-line services (and any successor products and
              services) will (i) perform functionally as described in NETSTART's
              published marketing literature and specifications and (ii) be free
              from material defects in design, workmanship and materials which
              prevent them from being used

                                       6
<PAGE>   7

              for their intended purposes. NETSTART MAKES NO OTHER WARRANTIES
              WITH RESPECT TO THE PRODUCTS OR ANY SERVICES AND DISCLAIMS ALL
              OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY,
              INFRINGEMENT (EXCEPT AS SET FORTH BELOW IN PARAGRAPH K) AND
              FITNESS FOR A PARTICULAR PURPOSE.

              K. Defend, indemnify and hold harmless ADP, its successors,
              assigns, officers, directors, employees, associates or agents
              harmless from and against any and all claims and causes of action
              brought against ADP by a third party, including any and all
              damages, losses, expenses, attorney's fees, costs and liabilities
              sustained by ADP arising out of the failure of the NETSTART to
              meet its obligations under this agreement. In any proceeding to
              enforce this indemnification, all defenses to the claimed failure
              to meet obligations are preserved. NETSTART shall also defend,
              indemnify and hold harmless ADP, at NETSTART's own cost and
              expense, from any claims, actions, suits or proceedings asserted
              or brought in connection with any allegations that the Products
              infringe or violate any patent, copyright, trade secret or other
              proprietary right of any third party and NETSTART shall hold ADP
              harmless from and against any and all costs (including reasonable
              attorneys' fees), damages, interest and liabilities assessed
              against or incurred by ADP in connection with any such claim,
              action, suit or proceeding; provided that ADP has taken all
              reasonable steps to mitigate any potential damages which may
              result, provided that such steps do not require ADP to incur any
              out-of-pocket costs or expenses. ADP agrees to promptly notify
              NETSTART of any and all threats, claims and proceedings arising
              under this indemnification and to give reasonable assistance and
              the opportunity to assume sole control over the defense and all
              negotiations for a settlement or compromise to NETSTART. NETSTART
              will not be responsible for any settlement entered into by ADP
              that it did not approve in writing. The foregoing indemnification
              obligation of NETSTART does not apply to the extent that the
              infringing Product or portions or components thereof or
              modifications thereto were not supplied or approved by NETSTART,
              or were combined with other products, processes or materials not
              supplied or approved by NETSTART (where the alleged infringements
              relates to such combination).



6.     Product Training/Meeting Attendance.

       A.     In addition to any specific obligations set forth above in
              Sections 4 and 5, each party agrees, to the extent relevant to
              this Agreement, to cooperate with the other in good faith to
              educate and train such other party with respect to its business,
              products and services; including without limitation, permitting
              the other party to attend relevant sales or user group meetings.
              The extent of each party's participation in such meetings and the
              selection of which meetings to attend shall be mutually agreed
              upon between ADP and NETSTART.

       B.     Each party also agrees to cooperate in good faith to identify and
              attend appropriate seminars and conventions and, where
              appropriate, to make a joint presentation or set-up a joint booth
              (or its equivalent) at such events.

       C.     ADP and NETSTART shall each bear responsibility for the cost of
              their respective foregoing meeting, seminar and convention
              attendance and visits.


                                       7
<PAGE>   8
7.     ADP's Equity Investment

       A.     Pursuant to the terms of the Class D Convertible Preferred Stock
              Purchase Agreement and the Warrant Agreement, each between ADP and
              NETSTART and of even date herewith, ADP has purchased 5.8% of the
              Class D Convertible Preferred Stock of NETSTART for the sum of $3
              million. ADP and NETSTART intend to create an ongoing strategic
              relationship between their two businesses, in part through the
              acquisition by ADP of the minority interest in NETSTART and in
              part by entering into this joint marketing/distribution agreement.

8.     Term and Termination.

       A.     This Agreement shall continue until the second anniversary of the
              date hereof (the "Initial Term"), and thereafter shall continue
              automatically unless and until terminated in accordance with the
              following provisions:

              (i)    ADP may terminate this Agreement at any time after the
                     Initial Term by giving NETSTART not less than one hundred
                     and twenty (120) days' written notice;

              (ii)   NETSTART may terminate the exclusivity provisions of this
                     Agreement (Section 3, paragraphs A & B together but not
                     separately) as follows: (a) by written notice to ADP within
                     60 days of the end of the Initial Term, if total annual
                     revenues generated from ADP acquired client's (without
                     deducting ADP's revenue pass back) did not equal or exceed
                     $17.5 million in the Initial Term; (b) by written notice 
                     to ADP if total annual revenues generated from ADP acquired
                     clients (without deducting ADP's revenue pass back) in the
                     first year after the Initial Term do not equal or exceed 
                     $17.5 million; (c ) by written notice to ADP if total 
                     annual revenues generated from ADP acquired clients 
                     (without deducting ADP's revenue pass back) in the second 
                     year after the Initial Term do not equal or exceed $35
                     million; or, $50 million in any year thereafter; or (d) by
                     giving 90-days prior written notice to ADP if ADP offers a
                     product/service for sale in the United States which is
                     substantially similar to TeamBuilder on-line;

              (iii)  NETSTART may terminate this Agreement at any time after the
                     third anniversary of this Agreement, as follows: (a) by
                     giving one year prior written notice to ADP if total annual
                     revenues generated from ADP acquired clients (without
                     deducting ADP's revenue pass back) did not equal or exceed
                     $5 million in any one year; (b) by giving two years prior 
                     written notice to ADP if total annual revenues generated 
                     from ADP acquired clients (without deducting ADP's revenue
                     pass back) did not equal or exceed $10 million in any 
                     two-year period; or (c ) by giving three years prior 
                     written notice to ADP if total annual revenues generated 
                     from ADP acquired clients (without deducting ADP's revenue
                     pass back) did not equal or exceed $20 million in any 
                     three-year period; and

              (i)    Either party may terminate this Agreement for cause
                     immediately upon the occurrence of an Event of Default
                     (defined below in Section 9).

       B.     Notwithstanding termination or expiration of this Agreement,
              NETSTART's obligation to pay the revenue pass through to ADP shall
              continue with respect to each ADP acquired client as provided for
              herein.

                                       8
<PAGE>   9


9.     Events of Default.

       A.     The following constitute events of default under this Agreement:
              (a) if the other party ceases to do business, or otherwise
              terminates its business operations or if there is a material
              change in control of the other; (b) if the other party materially
              breaches any material provision of this Agreement and fails to
              substantially cure such breach within 30 days of receipt of
              written notice describing the breach; or ( c) if the other party
              becomes insolvent, generally stops paying its debts as they become
              due or seeks protection under any bankruptcy, receivership, trust
              deed, creditors arrangement, composition or comparable proceeding,
              or if any such proceeding is instituted against the other (and not
              dismissed within 90 days). For purposes of this provision, a
              "change of control" shall not include a registered public offering
              of either company's stock pursuant to the Securities Act of 1933.

10.    Dispute Resolution.

       A.     All disputes, controversies, or claims arising out of or relating
              to this Agreement ("Disputes") shall be referred to an Advisory
              Board (such Board to consist of 2 designees from each of ADP and
              NETSTART) prior to escalation to Senior Management. The Advisory
              Board shall meet within 5 business days, or as soon thereafter as
              reasonably practicable, of receiving notice of a Dispute. In the
              event that the Advisory Board is unable to resolve, or does not
              anticipate resolving, the Dispute within 10 business days of the
              date of the meeting during which such Dispute was considered, the
              Advisory Board shall notify the senior executive selected by each
              party pursuant to Section 10B below. No Dispute under this
              Agreement shall be the subject of any formal legal proceeding
              between ADP and NETSTART before being considered by the Advisory
              Board and senior management, except for an action to seek
              injunctive relief to stay a breach of this Agreement.

       B.     Either party may, upon notice and within 5 business days of
              receipt of a notice from the Advisory Board pursuant to Section
              10A, elect to utilize a non-binding resolution procedure whereby
              each presents its case at a hearing (the "Hearing") before a panel
              consisting of a senior executive of each of the parties. If a
              party elects to use the procedure set forth in this Section 10B,
              the other party shall participate. The Hearing will occur as soon
              as reasonably practicable after a party serves notice to use the
              procedure set forth in this Section. Each party may be represented
              at the Hearing by lawyers. If the matter cannot be resolved at the
              Hearing, each party's only recourse will be binding arbitration as
              provided for in Section 10C below and the proceedings occurring
              pursuant to this Section 10B will have been without prejudice to
              the legal position of either party. No arbitration or other legal
              proceeding may commence concerning the Dispute until 10 business
              days have elapsed from the first day of the Hearing. The parties
              shall each bear their respective costs incurred in connection with
              the procedure set forth in this Section 10B, except that they
              shall share equally the cost of any facility used for the Hearing.

       C.     If a Dispute is not resolved pursuant to Section 10B, then either
              party may, within 30 days after the completion of the procedures
              set forth in Sections 10A and 10B above, upon notice, submit the
              dispute to formal binding arbitration. The arbitration shall be
              held in New York, New York before a panel of three arbitrators.
              Either ADP or NETSTART may by notice to the other party demand
              arbitration, by serving on the other party a statement of the
              dispute,

                                       9
<PAGE>   10

              controversy or claim, and the facts relating or giving rise
              thereto, in reasonable detail and the name of the arbitrator
              selected by it. Within 10 days after receipt of such notice, the
              other party shall name its arbitrator, and the two arbitrators
              named by the parties shall, within 10 days after the date of such
              notice, select the third arbitrator. The arbitration shall be
              governed by the Commercial Arbitration Rules of the American
              Arbitration Association, as may be amended from time to time.

11.    General Provisions.

       A.     IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, UNDER
              ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR
              EQUITABLE THEORY, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR
              SPECIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE.

       B.     All information communicated to one party by the other, whether
              before or after the commencement of the Pilot, shall be and was
              received in confidence and shall be used only for the purposes of
              this Agreement. No such information, including the terms of this
              Agreement, shall be disclosed by the recipient party, its agents
              or employees, or used for any purpose other than the performance
              of the terms of the Agreement without the prior written consent of
              the other party. The foregoing will not prevent either party from
              disclosing information which belongs to such party or is (i)
              already known by the recipient party without an obligation of
              confidentiality; (ii) publicly known or becomes publicly known
              through no unauthorized act of the recipient party; (iii)
              rightfully received from a third party; (iv) independently
              developed by the recipient party without use of the confidential
              information of the other party; (v) disclosed without similar
              restrictions to a third party by the party owning the confidential
              information; (vi) approved by the other party for disclosure; or
              (vii) required to be disclosed pursuant to a requirement of a
              governmental agency or law so long as the disclosing party
              provides the other party with notice (if possible) of such
              requirement prior to any such disclosure.

       C.     ADP acknowledges and agrees that the Products, and all copies
              thereof, constitute valuable trade secrets of NETSTART and/or
              proprietary and confidential information of NETSTART and title
              thereto remains in NETSTART. Ownership of all applicable
              copyrights, trade secrets, patents and other intellectual property
              rights in the Products are and shall remain vested in NETSTART.

       D.     Both ADP and NETSTART are committed to the highest levels of
              product quality and customer service and agree to work together to
              identify appropriate measures of quality and service and to put in
              place processes and procedures aimed at attaining these levels to
              the satisfaction of both parties. Additionally, both parties agree
              to conduct themselves and perform their obligations according to
              the highest ethical and performance standards.

       E.     It is understood that any and all customers for which ADP has
              obtained a NETSTART User Agreement or order form are ADP clients.
              ADP retains the right to contact such clients at any time, through
              any means, during and after the term of this Agreement; including,
              but not limited to, for purposes of notifying such clients that
              this Pilot or ADP's marketing relationship with NETSTART has
              ended. It is also agreed that NETSTART has the foregoing right to
              contact such clients.


                                       10
<PAGE>   11

       F.     During the term of this Agreement and for a period of one year
              thereafter, neither party shall, without the other party's written
              approval, solicit for employment nor employ (either as an
              employee, contractor, independent agent or representative of
              another vendor) any of the other party's employees involved in the
              performance of this Agreement.

       G.     All aspects of the Pilot and/or joint marketing relationship not
              otherwise covered in this Agreement shall be subject to the mutual
              agreement of ADP and NETSTART. This Agreement may not be assigned
              by either party without the written consent of the other party.

       H.     All notices, requests, consents and other communications provided
              for by this Agreement shall be in writing and shall be deemed
              given when mailed at any general branch United States Post Office
              enclosed in a registered or certified postpaid envelope or sent
              via overnight courier, to the parties at the addresses set forth
              below or to such changed address as each party may designate by
              notice to the other:

<TABLE>
<S>                                                   <C>
               If to ADP:                             If to NETSTART:
               One ADP  Boulevard                     11495 Sunset Hills Road
               Roseland, New Jersey 07068             Reston, Virginia  20190
               Attn:   VP of Internet Development     Attn:   Thomas Young, Director of Alliances

               with a copy to:
               Automatic Data Processing, Inc.
               One ADP Boulevard
               Roseland, New Jersey  07068
               Attn:  General Counsel
</TABLE>

       I.     ADP and NETSTART agree that each is acting independently of the
              other, that they are not joint venturers, and that neither is an
              agent of the other.

       J.     This Agreement supersedes all proposals, oral or written, all
              negotiations, conversations, or discussions between or among
              parties relating to the subject matter of this Agreement and all
              past dealing or industry custom. If any provision in this
              Agreement is held by a court of competent jurisdiction to be
              illegal, invalid or unenforceable, that provision shall be limited
              or eliminated to the minimum extent necessary so that this
              Agreement shall otherwise remain in full force and effect and
              enforceable.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives on the date first above set forth.

        ADP, INC.                         NETSTART, INC.


By: /s/ GARY BUTLER                       By: /s/ RICHARD WATHEN
   -------------------------                 -------------------------
        (Signature)                              (Signature)

Name:   Gary Butler                       Name:   Richard Wathen
   -------------------------                 -------------------------
        (type or print)                             (type or print)

Title:                                    Title:  Controller
   -------------------------                 -------------------------


                                       11
<PAGE>   12
                   ADDENDUM TO THE ADP JOINT MARKETING/SALES
                            REPRESENTATION AGREEMENT
                                    BETWEEN
          ADP, INC. AND CAREERBUILDER, INC. (FORMERLY, NETSTART, INC.)

This Addendum, made as of November 17, 1998, by and between ADP, Inc. ("ADP") 
with its principal office at One ADP Boulevard, Roseland, New Jersey 07068 and 
Careerbuilder, Inc. (formerly, Netstart, Inc., "Careerbuilder"), with its 
principal office at 11495 Sunset Hills Road, Reston, Virginia 20190, contains
changes, modifications, revisions and additions to the ADP Joint Marketing/Sales
Representation Agreement dated January 23, 1998 (the "Agreement").

In consideration of the mutual covenants contained in the Agreement and in this 
Addendum, and for other good and valuable consideration receipt of which is 
hereby acknowledged, notwithstanding anything to the contrary contained in the 
Agreement, ADP and Careerbuilder agree as follows:

1.  Section 2 B is amended by deleting the numbers 25%, 27%, 29% and 31% in the
    % Revenue to ADP for Affiliate Postings column in clause (i) thereof and 
    replacing them with the following new numbers: "33 1/3%, 35 1/3%; 37 1/3%;
    and 39 1/3%" for all purposes under the Agreement.

2.  ADP and Careerbuilder agree that ADP is entitled to retain a pass through 
    on Affiliate Posting revenue in the new higher, percentages set forth in 
    paragraph 1 above, prospectively for all sales of Products made to ADP 
    acquired clients commencing on the date of this Addendum.

All other terms and conditions of the Agreement shall remain in full force and 
effect. In the event of any conflict between the terms and conditions of this 
Addendum and the terms and conditions of the Agreement, this Addendum shall 
prevail. The terms defined in the Agreement and used in this Addendum shall
have the same respective meanings as set forth in the Agreement, unless
clearly otherwise defined in this Addendum.

IN WITNESS WHEREOF, this Addendum to the Agreement is hereby executed by an 
authorized representative of each party hereto as of the date first above 
written.

ADP, INC.                                     CAREERBUILDER, INC.


By:   /s/ GEORGE I. STOECKERT                By: /s/ ROBERT MCGOVERN
   ----------------------------------------     --------------------------------
Name: George I. Stoeckert                     Name: Robert McGovern
     --------------------------------------       ------------------------------
Title: President, Major Accounts Division     Title: CEO
      -------------------------------------        -----------------------------




agrmnt/careerad

<PAGE>   1
                                                                EXHIBIT 10.13


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES
ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

           THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
                   EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
                 TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT

Warrant No. ADP1                             Number of Shares:  up to 1,140,000
                                             (subject to adjustment)
Original
Date of Issuance:  January 23, 1998
Amended on: March 5, 1999

                             CAREERBUILDER, INC.
                                      
                             Amended and Restated

                        Common Stock Purchase Warrant
                                      
                         (Void after March 30, 2007)

       NetStart, Inc., a Delaware corporation (the "Company"), for value
received, hereby certifies that ADP, Inc., or its registered assigns (the
"Registered Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company up to 1,140,000 shares (subject to adjustment) of
Common Stock, $.001 par value per share, of the Company, at a purchase price of
$12.00 per share for 380,000 shares to be issued under Tranche I and at a
purchase price of $5.00 per share for the shares to be issued under Tranches II
and III (subject to adjustment). The shares purchasable upon exercise of this
Warrant, and the purchase price per share, each as adjusted from time to time
pursuant to the  provisions of this Warrant, are hereinafter referred to as the
"Warrant  Shares" and the "Purchase Price," respectively.
                       
       1.    Vesting and Exercise.

             (a)    This warrant will become exercisable ("vest") as to the
number of Warrant Shares listed in column A below if and when the total revenue
actually received by the Company pursuant to the ADP Joint
Marketing/Distribution Agreement dated January 23, 1998, by and between the
Company and ADP, Inc., as amended on March 5, 1999, equals the amount set 
forth in the corresponding portion of column B below during the corresponding 
period specified in column C below. Tranche I, consisting of 380,000 Warrant
Shares, will vest as of the date of this Amended and Restated Warrant.

<PAGE>   2
<TABLE>
<CAPTION>

                         A                  B                     C                    D
                     NUMBER OF             NET                                       
                      VESTING        REVENUE RECEIVED
                  WARRANT SHARES     BY THE COMPANY             PERIOD                DATE
                  --------------    -----------------           ------               --------
<S>              <C>                <C>                    <C>                       <C>
Tranche II       180,000 - 380,000     $10,200,000         3/1/99 - 3/30/01           3/30/01
                                            
Tranche III            50,000          $23,000,000         4/1/01 - 3/30/02           3/30/02
                       75,000          $24,000,000
                      100,000          $25,000,000
                      140,000          $26,000,000
                      190,000          $27,000,000
                      230,000          $28,000,000
                      300,000          $29,000,000
                      380,000          $30,000,000
</TABLE>

The number of shares to which this Warrant vests in Tranche I and Tranche II
shall be determined ratably based on the revenue actually received by the
Company, each Tranche shall vest as of the relevant vesting date specified in
column D for that Tranche only after the minimum amount of revenue specified in
column B is actually received by the Company during the relevant period
specified in column C and each Tranche shall only be exercisable for a period of
up to five (5) years after the relevant vesting date specified in column D. In
no event shall (i) the number of shares exercisable with respect to any Tranche
exceed 380,000 shares (subject to adjustment), (ii) the total number of shares
exercisable pursuant to this Warrant exceed 1,140,000 (subject to adjustment) or
(iii) this Warrant be exercisable after April 1, 2007. Within 10 days after each
relevant vesting date the Company shall mail to the Registered Holder a
certificate setting forth for the relevant Tranche the total revenue actually
received by the Company during the relevant period and the number of Warrant
Shares, if any, then purchasable upon exercise with respect to the Tranche.

             (b)    Subject to Section 1(a), this Warrant may be exercised by
the Registered Holder, in whole or in part, by surrendering this Warrant, with
the purchase form appended hereto as Exhibit I duly executed by such Registered
Holder or by such Registered Holder's duly authorized attorney, at the principal
office of the Company, or at such other office or agency as the Company may
designate, accompanied by payment in full, in lawful money of the United States,
of the Purchase Price payable in respect of the number of Warrant Shares to be
purchased upon such exercise.

             (c)    The Registered Holder may, at its option, elect to pay
some or all of the Purchase Price payable upon an exercise of this Warrant by
cancelling a portion of this Warrant exercisable for such number of Warrant
Shares as is determined by dividing (i) the total Purchase Price payable in
respect of the number of Warrant Shares being purchased upon such exercise by
(ii) the excess of the Fair Market Value per share of Common Stock as of the
effective date of exercise, as determined pursuant to subsection 1(d) below (the
"Exercise Date") over the Purchase Price per share. If the Registered Holder
wishes to exercise this Warrant pursuant to this method of payment with respect
to the maximum number of Warrant

                                      -2-
<PAGE>   3

Shares purchasable pursuant to this method, then the number of Warrant Shares so
purchasable shall be equal to the total number of Warrant Shares, minus the
product obtained by multiplying (x) the total number of Warrant Shares by (y) a
fraction, the numerator of which shall be the Purchase Price per share and the
denominator of which shall be the Fair Market Value per share of Common Stock as
of the Exercise Date. The Fair Market Value per share of Common Stock shall be
determined as follows:

                    (i)    If the Common Stock is listed on a national
securities exchange, the NASDAQ National Market System, the NASDAQ system, or
another nationally recognized exchange or trading system as of the Exercise
Date, the Fair Market Value per share of Common Stock shall be deemed to be the
last reported sale price per share of Common Stock thereon on the Exercise Date;
or, if no such price is reported on such date, such price on the next preceding
business day (provided that if no such price is reported on the next preceding
business day, the Fair Market Value per share of Common Stock shall be
determined pursuant to clause (ii)).

                    (ii)   If the Common Stock is not listed on a national
securities exchange, the NASDAQ National Market System, the NASDAQ system or
another nationally recognized exchange or trading system as of the Exercise
Date, the Fair Market Value per share of Common Stock shall be deemed to be the
amount most recently determined by the Board of Directors to represent the fair
market value per share of the Common Stock (including without limitation a
determination for purposes of granting Common Stock options or issuing Common
Stock under an employee benefit plan of the Company); and, upon request of the
Registered Holder, the Board of Directors (or a representative thereof) shall
promptly notify the Registered Holder of the Fair Market Value per share of
Common Stock. Notwithstanding the foregoing, if the Board of Directors has not
made such a determination within the three-month period prior to the Exercise
Date, then (A) the Fair Market Value per share of Common Stock shall be the
amount next determined by the Board of Directors to represent the fair market
value per share of the Common Stock (including without limitation a
determination for purposes of granting Common Stock options or issuing Common
Stock under an employee benefit plan of the Company), (B) the Board of Directors
shall make such a determination within 15 days of a request by the Registered
Holder that it do so, and (C) the exercise of this Warrant pursuant to this
subsection 1(c) shall be delayed until such determination is made.

             (d)    Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in subsection
1(b) above. At such time, the person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such exercise as provided
in subsection 1(e) below shall be deemed to have become the holder or holders of
record of the Warrant Shares represented by such certificates.


                                      -3-

<PAGE>   4

             (e)    As soon as practicable after the exercise of this Warrant
in full or in part, and in any event within 20 days thereafter, the Company, at
its expense, will cause to be issued in the name of, and delivered to, the
Registered Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct:

                    (i)    a certificate or certificates for the number of full
Warrant Shares to which such Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Registered Holder
would otherwise be entitled, cash in an amount determined pursuant to Section 3
hereof; and

                    (ii)   in case such exercise is in part only, a new warrant
or warrants (dated the date hereof) of like tenor, calling in the aggregate on
the face or faces thereof for the number of Warrant Shares equal (without giving
effect to any adjustment therein) to the number of such Warrant Shares called
for on the face of this Warrant minus the sum of (a) the number of such Warrant
Shares purchased by the Registered Holder upon such exercise plus (b) the number
of Warrant Shares (if any) covered by the portion of this Warrant cancelled in
payment of the Purchase Price payable upon such exercise pursuant to subsection
1(c) above.

       2.    Adjustments.

             (a)    If at anytime between January 23, 1998, and April 1, 2001,
the Company sells and issues Additional Shares of Common Stock (as defined
below) primarily for financing purposes, the number of Warrant Shares
purchasable upon exercise of unvested and unexpired rights under this Warrant
shall simultaneously with the closing of the relevant transaction be increased
by a percentage that is equal to the percentage determined by dividing (i) the
number of Additional Shares of Common Stock issued in such transaction by the
(ii) Base Amount (as defined below); provided, however, that, without limiting
the generality of the foregoing, in no event shall the adjustment set forth in
this Section 2(a) apply to securities issued (A) upon conversion of any
preferred stock of the Company, (B) as a stock dividend or upon any subdivision
of shares of Common Stock, provided that the securities issued pursuant to such
stock dividend or subdivision are limited to additional shares of Common Stock,
(C) pursuant to subscriptions, warrants, options, convertible securities, or
other rights which are listed in Schedule III to the Class D Convertible
Preferred Stock Purchase Agreement dated as of September 11, 1997, as amended,
by and among the Company and the other signatories thereto (the "Purchase
Agreement") as being outstanding on September 11, 1997, (D) solely in
consideration for the acquisition (whether by merger or consolidation (where the
holders of capital stock of the Company immediately prior to such merger or
consolidation continue to hold at least 51% by voting power of the capital stock
of the surviving corporation) or otherwise) by the Company or any of its
subsidiaries of stock or assets of any other entity, provided that the Board of
Directors of the Company on or before the acquisition determines in good faith
based on pro forma financial statements prepared by the Company for the twelve
months following the acquisition that the acquisition is not dilutive (as such
term is defined

                                      -4-
<PAGE>   5

by the Company's independent certified public accountants) during the first
fiscal quarter of the Company following the expiration of the 12-month period
after the closing of the transaction or that the number of Additional Shares of
Common Stock issued to effect the acquisition is less than 10% of the then Base
Amount, (E) pursuant to a firm commitment underwritten public offering, (F)
pursuant to the exercise of the warrants issued to ADP, Inc. ("ADP") in
connection with its purchase of Class D Convertible Preferred Stock from the
Company, and (G) pursuant to the exercise of options to purchase Common Stock
granted to directors, officers, employees or consultants of the Company in
connection with their service to the Company, not to exceed in the aggregate
2,100,000 shares (appropriately adjusted to reflect stock splits, stock
dividends, combinations of shares and the like with respect to the Common Stock)
less the number of shares (as so adjusted) issued pursuant to subscriptions,
warrants, options, convertible securities, or other rights outstanding on
September 11, 1997, and listed in Schedule III of the Purchase Agreement
pursuant to clause (C) above (the shares exempted by this clause G being
hereinafter referred to as the "Reserved Employee Shares") provided that the
number of Reserved Employee Shares may be increased prior to December 31, 1998,
with the approval of a majority of the Board of Directors including the Class B
Director, the Class C Director, the Class D Director (as such terms are defined
in the Purchase Agreement) and Gary C. Butler as the director appointed by ADP
on behalf of the holders of the Class D Convertible Preferred Stock of the
Company (the "Other Class D Director") and at any time after December 31, 1998,
with the approval of either (i) a majority of the Board of Directors including
the Class B Director, the Class C Director, the Class D Director and the Other
Class D Director or (ii) all directors other than the Class B Director, the
Class C Director, the Class D Director or the Other Class D Director. If the
relevant acquisition specified in clause (D) of the previous sentence is
dilutive per the terms of clause D the closing of the transaction, the
applicable adjustment to the Warrant Shares pursuant to this Section 2(a) shall
be calculated using only that number of Additional Shares of Common Stock that
yield the dilution (but in no event, a number of Additional Shares of Common
Stock greater than was actually issued to effect the acquisition).
Notwithstanding anything in this Section 2 or otherwise to the contrary, (i)
after the closing of the initial firm commitment underwritten public offering of
securities (including all issuances of securities related thereto) of the
Company (the "IPO") no adjustment or adjustments shall be made pursuant to this
Section 2(a) that would result in an aggregate increase after such date in the
number of Warrant Shares that is greater than the increase from the adjustment
that would result from the sale and issuance of a number of Additional Shares of
Common Stock that is equal to a 10% increase in the Base Amount in effect
immediately after the closing of the IPO and (ii) no adjustment or adjustments
shall be made pursuant to this Section 2(a) with respect to any acquisition
(whether by merger or consolidation or otherwise) where the holders of capital
stock of the Company immediately prior to such acquisition hold immediately
after such acquisition less than 51% by voting power of the capital stock of the
surviving corporation.

             (b)    For purposes of Section 2(a), (i) "Base Amount" shall mean
the sum of 15,211,094 plus a number equal to the number of Additional Shares of
Common Stock previously

                                      -5-

<PAGE>   6

sold and issued by the Company that previously required an adjustment in the
number of Warrant Shares pursuant to this Section 2(b), (ii) Additional Shares
of Common Stock shall mean shares of Common Stock sold and issued (or, pursuant
to subsection 2(c) below, deemed to be sold and issued by the Company) and (iii)
"Convertible Securities" shall mean any equity shares or other equity securities
of the Company directly or indirectly convertible into or exchangeable for
Common Stock.

             (c)    If during the period and for the purpose specified in the
introductory clause of Section 2(a) above the Company shall sell and issue
Convertible Securities, then the maximum number of shares of Common Stock (as
set forth in the instrument relating thereto without regard to any provision
contained therein for a subsequent adjustment of such number) issuable upon the
conversion or exchange of such Convertible Securities shall be deemed to be
Additional Shares of Common Stock issued as of the time of such issue, provided
no further adjustment pursuant to Section 2(a) shall be made upon the subsequent
issue of Convertible Securities or shares of Common Stock upon the conversion or
exchange of such Convertible Securities.

             (d)    If outstanding shares of the Company's Common Stock shall
be subdivided into a greater number of shares or a dividend in Common Stock
shall be paid in respect of Common Stock, the Purchase Price in effect
immediately prior to such subdivision or at the record date of such dividend
shall simultaneously with the effectiveness of such subdivision or immediately
after the record date of such dividend be proportionately reduced. If
outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in the
Purchase Price, the number of Warrant Shares purchasable upon the exercise of
this Warrant shall be changed to the number determined by dividing (i) an amount
equal to the number of shares issuable upon the exercise of this Warrant
immediately prior to such adjustment, multiplied by the Purchase Price in effect
immediately prior to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.

             (e)    If there shall occur any capital reorganization or
reclassification of the Company's Common Stock (other than a change in par value
or a subdivision or combination as provided for in subsection 2(d) above), or
any consolidation or merger of the Company with or into another corporation, or
a transfer of all or substantially all of the assets of the Company, then, as
part of any such reorganization, reclassification, consolidation, merger or
sale, as the case may be, lawful provision shall be made so that the Registered
Holder of this Warrant shall have the right thereafter to receive upon the
exercise hereof the kind and amount of shares of stock or other securities or
property which such Registered Holder would have been entitled to receive if,
immediately prior to any such reorganization, reclassification, consolidation,
merger or sale, as the case may be, such Registered Holder had held the number
of shares of Common Stock which were then purchasable upon the exercise of


                                      -6-
<PAGE>   7

this Warrant. In any such case, appropriate adjustment (as reasonably determined
in good faith by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interests thereafter of the Registered Holder of this Warrant, such that the
provisions set forth in this Section 2 (including provisions with respect to
adjustment of the Purchase Price) shall thereafter be applicable, as nearly as
is reasonably practicable, in relation to any shares of stock or other
securities or property thereafter deliverable upon the exercise of this Warrant.

             (f)    When any adjustment is required to be made pursuant to
this Section 2, the Company shall promptly mail to the Registered Holder a
certificate setting forth the Purchase Price and/or the number of Warrant Shares
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment. Such certificate shall also set forth the kind and amount of
stock or other securities or property into which this Warrant shall be
exercisable following the occurrence of any of the events specified in
subsection 2(d) or (e) above.

       3.    Fractional Shares. The Company shall not be required upon the
exercise of this Warrant to issue any fractional shares, but shall make an
adjustment therefor in cash on the basis of the Fair Market Value per share of
Common Stock, as determined pursuant to subsection 1(c) above.

       4.    Requirements for Transfer.

             (a)    This Warrant and the Warrant Shares shall not be sold or
transferred to a transferee receiving the right to acquire less than 380,000
Warrant Shares (subject to adjustment) and unless either (i) they first shall
have been registered under the Securities Act of 1933, as amended (the "Act"),
or (ii) the Company first shall have been furnished with an opinion of legal
counsel, reasonably satisfactory to the Company, to the effect that such sale or
transfer is exempt from the registration requirements of the Act.

             (b)    Notwithstanding the foregoing, no registration or opinion
of counsel shall be required for (i) a transfer by a Registered Holder which is
a partnership to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner, if the transferee agrees in writing to be subject to
the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144
under the Act.

             (c)    Each certificate representing Warrant Shares shall bear a
legend substantially in the following form:

             "The securities represented by this certificate have not been
             registered under the Securities Act of 1933, as amended, and may


                                      -7-
<PAGE>   8
             not be offered, sold or otherwise transferred, pledged or
             hypothecated unless and until such securities are registered under
             such Act or an opinion of counsel satisfactory to the Company is
             obtained to the effect that such registration is not required."

The foregoing legend shall be removed from the certificates representing any
Warrant Shares, at the request of the holder thereof, at such time as they
become eligible for resale pursuant to Rule 144(k) under the Act.

       5.    No Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against impairment.

       6.    Notices of Record Date, etc. In case:

             (a)    the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time deliverable upon the
exercise of this Warrant) for the purpose of entitling or enabling them to
receive any dividend or other distribution, or to receive any right to subscribe
for or purchase any shares of stock of any class or any other securities, or to
receive any other right; or

             (b)    of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the surviving entity), or any
transfer of all or substantially all of the assets of the Company; or

             (c)    of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such

                                      -8-
<PAGE>   9

reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be mailed at least ten (10) days
prior to the record date or effective date for the event specified in such
notice.

       7.    Reservation of Stock. The Company will at all times reserve and
keep available, solely for issuance and delivery upon the exercise of this
Warrant, such number of Warrant Shares and other stock, securities and property,
as from time to time shall be issuable upon the exercise of this Warrant.

       8.    Exchange of Warrants. Upon the surrender by the Registered Holder
of any Warrant or Warrants, properly endorsed, to the Company at the principal
office of the Company, the Company will, subject to the provisions of Section 4
hereof, issue and deliver to or upon the order of such Holder, at the Company's
expense, a new Warrant or Warrants of like tenor, in the name of such Registered
Holder or as such Registered Holder (upon payment by such Registered Holder of
any applicable transfer taxes) may direct, calling in the aggregate on the face
or faces thereof for the number of shares of Common Stock called for on the face
or faces of the Warrant or Warrants so surrendered.

       9.    Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

       10.   Transfers, etc.

             (a)    The Company will maintain a register containing the names
and addresses of the Registered Holders of this Warrant. Any Registered Holder
may change its or his address as shown on the warrant register by written notice
to the Company requesting such change.

             (b)    Subject to the provisions of Section 4 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, upon
surrender of this Warrant with a properly executed assignment (in the form of
Exhibit II hereto) at the principal office of the Company.

             (c)    Until any transfer of this Warrant is made in the warrant
register, the Company may treat the Registered Holder of this Warrant as the
absolute owner hereof for all purposes; provided, however, that if and when this
Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.

                                      -9-
<PAGE>   10

       11.   Mailing of Notices, etc. All notices and other communications from
the Company to the Registered Holder of this Warrant shall be mailed by
first-class certified or registered mail, postage prepaid, to the address
furnished to the Company in writing by the last Registered Holder of this
Warrant who shall have furnished an address to the Company in writing. All
notices and other communications from the Registered Holder of this Warrant or
in connection herewith to the Company shall be mailed by first-class certified
or registered mail, postage prepaid, to the Company at its principal office set
forth below. If the Company should at any time change the location of its
principal office to a place other than as set forth below, it shall give prompt
written notice to the Registered Holder of this Warrant and thereafter all
references in this Warrant to the location of its principal office at the
particular time shall be as so specified in such notice.

       12.   No Rights as Stockholder. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

       13.   Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.

       14.   Headings. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning of any
provision of this Warrant.

       15.   Governing Law. This Warrant will be governed by and construed in
accordance with the laws of the State of Delaware.

                                        CAREERBUILDER, INC.


                                        By: /s/ JAMES THOLEN
                                           --------------------------------

[CORPORATE SEAL]                        Title: CFO
                                              -----------------------------

ATTEST:
/s/ RICHARD WATHEN
- -------------------------



                                      -10-




<PAGE>   11

                                                                       EXHIBIT I

                                  PURCHASE FORM

To:                                                        Dated:
   -----------------                                             --------------

       The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ADP1), hereby irrevocably elects to purchase _____ shares of the
Common Stock covered by such Warrant. The undersigned herewith makes payment of
$____________, representing the full purchase price for such shares at the price
per share provided for in such Warrant. Such payment takes the form of (check
applicable box or boxes):


         [    ]     $_________ in lawful money of the United States, and/or


         [    ]     the cancellation of such portion of the attached
                    Warrant as is exercisable for a total of ______
                    Warrant Shares (using a Fair Market Value of $_______
                    per share for purposes of this calculation).

                           Signature:
                                     --------------------------

         Address:
                 ----------------------------

                 ----------------------------



                                     -1-
<PAGE>   12


                                                                      EXHIBIT II

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, ________________________________________
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant (No. ADP1) with respect to the number of shares of Common
Stock covered thereby set forth below, unto:


Name of Assignee                    Address                   No. of Shares




Dated:                     Signature:
      --------------                 -------------------------------

Dated:                     Witness:
      --------------               ---------------------------------



                                      -1-

<PAGE>   1
                                                                      EXHIBIT 11


<TABLE>
<CAPTION>

                                                                   Computation of Earnings
                                                                       per Common Share
                                                -------------------------------------------------------------
                                                            (in thousands, except per share data)

                                                                 Year Ended December 31, 1996
                                                -------------------------------------------------------------

                                                Net Loss                Shares              Per Share Amount
                                                --------               ---------            ----------------

<S>                                             <C>                     <C>                     <C>    
BASIC EPS
Net income (loss) available to
        common shareholders                     $(2,487)                5,133                   $(0.48)
                                                                                                -------
EFFECT OF DILUTIVE SHARES
Stock options                                      -                      -
                                                --------               ------

DILUTIVE EPS(1)
Net income (loss) available to
        common shareholders                     $(2,487)                5,133                   $(0.48)
                                                --------               ------                   -------
</TABLE>



<TABLE>
<CAPTION>
                                                                 Year Ended December 31, 1997
                                                ------------------------------------------------------------

                                                Net Loss                Shares              Per Share Amount
                                                --------               ---------            ----------------

<S>                                             <C>                     <C>                     <C>    
BASIC EPS
Net income (loss) available to
        common shareholders                     $(7,863)                4,366                   $(1.80)
                                                                                                -------
EFFECT OF DILUTIVE SHARES
Stock options                                      -                      -
                                                --------               ------

DILUTIVE EPS(1)
Net income (loss) available to
        common shareholders                     $(7,863)                4,366                   $(1.80)
                                                --------               ------                   -------
</TABLE>


<TABLE>
<CAPTION>
                                                                 Year Ended December 31, 1998
                                                ------------------------------------------------------------

                                                Net Loss                Shares              Per Share Amount
                                                --------               ---------            ----------------

<S>                                             <C>                     <C>                     <C>    
BASIC EPS
Net income (loss) available to
        common shareholders                     $(13,115)               4,494                   $(2.92)
                                                                                                -------
EFFECT OF DILUTIVE SHARES
Stock options                                      -                      -
Warrants                                           -                      -
                                                ---------              ------

DILUTIVE EPS(1)(2)
Net income (loss) available to
        common shareholders                     $(13,115)               4,494                   $(2.92)
                                                ---------              ------                   -------
</TABLE>



<PAGE>   2
                                                          EXHIBIT 11 (CONTINUED)

   
<TABLE>
<CAPTION>

                                                                   Computation of Earnings
                                                                       per Common Share
                                                -------------------------------------------------------------
                                                            (in thousands, except per share data)

                                                                Three Months Ended March 31, 1998
                                                -------------------------------------------------------------

                                                Net Loss                Shares              Per Share Amount
                                                --------               ---------            ----------------

<S>                                             <C>                     <C>                     <C>    
BASIC EPS
Net income (loss) available to
        common shareholders                     $(3,314)                4,371                   $(0.76)
                                                                                                -------
EFFECT OF DILUTIVE SHARES
Stock options                                      -                      -                        -
                                                --------               ------                   -------

DILUTIVE EPS(1)
Net income (loss) available to
        common shareholders                     $(3,314)                4,371                   $(0.76)
                                                ========               ======                   =======
</TABLE>
    

   
<TABLE>
<CAPTION>
                                                                Three Months Ended March 31, 1999
                                                ------------------------------------------------------------

                                                Net Loss                Shares              Per Share Amount
                                                --------               ---------            ----------------

<S>                                             <C>                     <C>                     <C>    
BASIC EPS
Net income (loss) available to
        common shareholders                     $(4,914)                4,928                   $(1.00)
                                                                                                -------
EFFECT OF DILUTIVE SHARES
Stock options                                      -                      -                        -
Warrants                                           -                      -                        -
                                                --------               ------                   -------

DILUTIVE EPS (1)(2)
Net income (loss) available to
        common shareholders                     $(4,914)                4,928                   $(1.00)
                                                ========               ======                   =======
</TABLE>
    

Notes:

        1.      Options to purchase approximately 775,000, 1.288 million, 
                1.484 million and 1.376 million shares of common stock were 
                outstanding during 1996, 1997, 1998 and 1999, respectively, but
                were not included in the computation of diluted earnings per
                share because the effect would have been antidilutive.

   
        2.      Warrants to purchase 40,568 and 567,889 shares of common stock 
                were outstanding during 1998 and 1999, respectively, but were 
                not included in the computation of diluted earnings per share 
                because the effect would have been antidilutive.
    


<PAGE>   1
                                                                 EXHIBIT 23.2




The Board of Directors
Careerbuilder, Inc.

The audits referred to in our report dated February 12, 1999, except for note 
14 which is as of March 5, 1999, included the related financial statement 
schedule for the years ended December 31, 1996, 1997, and 1998, included in the 
registration statement.  The financial statement schedule is the responsibility 
of the Company's management.  Our responsibility is to express an opinion on 
the financial statement schedule based on our audits.  In our opinion, such 
financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material 
respects the information set forth therein.

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.



                                                   KPMG LLP


McLean, VA
April 21, 1999 


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