<PAGE>
As filed with the Securities and Exchange Commission on January 27, 2000
Registration No. 333-_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________
EARTHWEB INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3899472
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3 PARK AVENUE
NEW YORK, NEW YORK 10016
(Address of Principal Executive Offices)
1998 STOCK INCENTIVE PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
_____________________
JACK D. HIDARY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EARTHWEB INC.
3 PARK AVENUE
NEW YORK, NEW YORK 10016
(Name and Address of Agent for Service)
(212) 725-6550
(Telephone Number, Including Area Code, of Agent For Service)
___________
With copy sent to:
JOHN R. HEMPILL, ESQ.
MORRISON & FOERSTER LLP
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 468-8000
__________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Securities Amount to Proposed Proposed Amount of
to be Registered be Registered Maximum Maximum Registration Fee
Offering Price Aggregate Offering
Per Share Price(1)
___________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, $.01 196,354(2) $33.63(1) $6,603,385 $1,743.29
par value per share
Common Stock, $.01 196,354(3) $33.63(1) $6,603,385 $1,743.29
par value per share
___________________________________________________________________________________________________________________
Total 392,708 $13,206,770 $3,486.58
===================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
Computation based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on
January 24, 2000.
(2) Represents the number of additional shares that may be issued under the
1998 Stock Incentive Plan.
(3) Represents the number of additional shares that may be issued under the
1998 Employee Stock Purchase Plan.
=============================================================================
The Exhibit Index appears on page II-4
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, this Registration Statement is filed to register: (i) 196,354
additional shares of the Common Stock, par value $.01 per share, of EarthWeb
Inc. (the "Company") reserved for issuance under the terms of the Company's 1998
Stock Incentive Plan, as amended; and (ii) 196,354 additional shares of the
Common Stock, par value $.01 per share, of the Company reserved for issuance
under the terms of the Company's 1998 Employee Stock Purchase Plan, as amended.
There are hereby incorporated by reference in this Registration Statement
the following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"):
1. The contents of the Company's Registration Statements on Form S-8,
Commission File Nos. 333-70145 and 333-79331, including exhibits thereto, are
hereby incorporated by reference into this Registration Statement, except as the
same may be modified by the information set forth herein.
2. The Company's Annual Report on Form 10-K and 10-K/A for the year ended
December 31, 1998, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999.
4. The Company's current reports on Form 8-K, each as amended by the
Company's current report on Form 8-K/A, as filed with the Commission on February
16, 1999 and March 26, 1999, respectively.
5. The Company's current reports on Form 8-K as filed with the Commission
on January 13, 2000, January 14, 2000 and January 25, 2000, respectively.
6. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
November 3, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
II-1
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<C> <S>
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (See page II-3).
</TABLE>
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on January 27, 2000.
EARTHWEB INC.
By: /s/ Jack D. Hidary
------------------
Jack D. Hidary
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Jack D.
Hidary and Murray Hidary, with full power to act alone, as his or her true and
lawful attorney-in-fact, with the power of substitution, for and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------------- ---------------------------------------- -----------------------
<S> <C> <C>
/s/ Jack D. Hidary President, Chief Executive Officer and January 27, 2000
- --------------------------------------- Director (Principal Executive Officer)
Jack D. Hidary
Executive Vice President, Business
- --------------------------------------- Development, Secretary, Treasurer and
Murray Hidary Director
/s/ Peter A. Derow Director January 27, 2000
- ---------------------------------------
Peter A. Derow
/s/ Henry Kressel Director January 27, 2000
- ---------------------------------------
Henry Kressel
/s/ Cary Davis Director January 27, 2000
- ---------------------------------------
Cary Davis
/s/ Irene Math Senior Vice President, Finance January 27, 2000
- --------------------------------------- (Principal Accounting Officer)
Irene Math
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
_______ ___________
<C> <S>
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (See page II-3).
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1
[MORRISON & FOERSTER LLP LETTERHEAD]
January 27, 2000
EarthWeb Inc.
3 Park Avenue
New York, New York 10016
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on January 27, 2000, and to be filed with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 392,708 shares of your common stock,
$.01 par value (the "Common Stock") which will be issuable under the 1998 Stock
Incentive Plan, as amended, and the 1998 Employee Stock Purchase Plan, as
amended (the "Plans").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plans and the authorization of the issuance of the shares of Common Stock under
the Plans (the "Plan Shares") and such documents as we have deemed necessary to
render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and non-assessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/MORRISON & FOERSTER LLP
__________________________
MORRISON & FOERSTER LLP
<PAGE>
EXHIBIT 23.1
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of (i) our report dated January 21, 1999, relating to the
financial statements, which appears in EarthWeb Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998, (ii) our report dated January 22,
1999 relating to the financial statements of D&L Online Inc., which appears in
the Current Report on Form 8-K/A dated April 15, 1999 and (iii) our report dated
April 23, 1999 relating to the financial statements of MicroHouse International
Inc., which appears in the Current Report on Form 8-K/A dated May 26, 1999. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.
PricewaterhouseCoopers LLP
New York, New York
January 25, 2000
