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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 13, 2000
EARTHWEB INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-25017 13-3899472
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
3 PARK AVENUE, NEW YORK, NEW YORK 10016
(Address of Principal Executive Offices) (Zip Code)
(212) 725-6550
(Registrant's telephone number, including area code)
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ITEM 5 Other Events.
On January 13, 2000 EarthWeb Inc. ("EarthWeb") announced that it signed
purchase agreements to acquire MeasureUp, Inc, CCPrep and NetCerts, Inc.
A copy of the press release issued by EarthWeb on January 13, 2000 concerning
the acquisition is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EarthWeb Inc.
Dated: January 14, 2000 By: /s/ Jack D. Hidary
------------------------
Jack D. Hidary
President and Chief Executive
Officer
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Item 7: Exhibit No. Description
99.1 January 13, 2000 press release: EarthWeb Agrees to Acquire
Online IT Certification Preparation and Assessment Companies
EarthWeb Inc. (ticker: EWBX, exchange: Nasdaq) News Release - Thursday, January
13, 2000
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EXHIBIT 99.1
EarthWeb Agrees to Acquire Online IT Certification Preparation and Assessment
Companies
Strategic Acquisitions Would Add to EarthWeb's Product Line for Corporate
Clients
Strategic Highlights
-- Strong Complement to EarthWeb's IT Job Board, Dice.com
-- Strategic Acquisitions Bring Proprietary Technology
-- Corporate Clients Include ExecuTrain, Sylvan Prometric and NCR
NEW YORK, Jan. 13 /PRNewswire/ -- EarthWeb (Nasdaq: EWBX), the leading
business portal for the global Information Technology (IT) industry,
announced today that it has signed a definitive agreement to acquire
MeasureUp, Inc., a leader in online certification preparation and
assessment solutions for the IT industry.
MeasureUp, a privately held company, provides online certification
preparation for Microsoft, A+, Novell and Cisco. Its preparation materials
and assessment products are sold directly to IT professionals as well as
licensed for use in instructor-led and/or self-paced instruction and in
preparing students for certification exams. MeasureUp's customer base
includes ExecuTrain, Sylvan Prometric, and Infotec, as well as corporations
such as NCR. The company has a database of approximately 10,000 questions,
powered by AssessTech, a proprietary search engine.
EarthWeb has also agreed to acquire CCPrep and NetCerts, Inc., both of
which offer online certification preparation products and services designed
for IT professionals seeking Cisco certification.
The capabilities provided by these companies broaden the array of
integrated career management services which EarthWeb currently offers to IT
professionals and corporate clients. The focus on certification preparation
and assessment is intended as a strategic complement to the career
management products and services offered through EarthWeb's dice.com and
gocertify.com.
IDC has estimated the market for IT certification-related training and
testing will reach $2.1 billion in 2001. Ellen Julian, Director of Human
Resourcing and Training Research at IDC notes, "Certification training will
account for the lion's share of the certification market to 2003."
Comments From EarthWeb
Jack D. Hidary, President/CEO and Co-Founder of EarthWeb, said, "We are
pleased about the opportunity to deliver even more value to the IT
professional. We see a strong strategic fit with our existing career
solutions products, including dice.com. Based on dice.com's leadership
position in IT job boards, this strategic move expands our ability to cross
promote products to IT job seekers and to extend our reach with corporate
clients."
Comments From MeasureUp
Kevin Brice, President of MeasureUp, said, "Our proven experience in
developing assessment and instructional products will provide great
opportunities to deliver learning solutions through EarthWeb's network of
services. In the same way that students prepare for SATs and LSATs, many IT
professionals need to prepare for a variety of certifications on an on-
going basis to advance their careers. I look forward to building this
business for EarthWeb."
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Financial Terms
The aggregate consideration for the acquisitions, in a combination of stock and
cash, is expected to be an estimated $19 million with additional consideration
of up to approximately $10 million to be paid based upon future performance over
a three year period. The majority of the proposed aggregate consideration
relates to the proposed acquisition of MeasureUp. The transactions are expected
to close during the first quarter of 2000, subject to the satisfaction of the
conditions to closing set forth in each agreement, and total consideration is
subject to closing and post-closing adjustments. Each acquisition will be
accounted for using the purchase method of accounting. In aggregate, the
companies recorded approximately $1 million in revenues (unaudited) for the nine
months ended September 30, 1999.
About MeasureUp
Founded in 1997, MeasureUp ( www.measureup.com ) applies 30 years of experience
in the training and assessment industry to creating the highest quality
preparation products for professional certifications. Currently focused on the
rapidly growing IT certification and assessment market, MeasureUp uses an
innovative testing system to deploy individually licensed preparation products
over the web to a worldwide channel of distributors and individuals. In addition
to single user licenses for preparation products, MeasureUp offers private
labeling, multi-user licensing discounts, and distributorships.
About CCPrep
CCPrep.com ( www.ccprep.com ) is an independent career certification preparation
company that is a leader in helping students prepare for examinations for Cisco
certification. CCPrep.com offers two types of online services to help students
prepare for a specific exam and/or certification. CCPrep FastTracks helps
students to study for a specific certification or exam in the following: CCNA,
ACRC, CLSC, CID, CCDA, CIT, CMTD, CCIE and Lab. CCPrep Subscriber Issues is
designed for students desiring a broad selection of questions and explanations
from all Cisco certifications and exams.
About NetCerts
NetCerts ( www.netcerts.com ) enables IT professionals to earn Cisco
certification titles, from the CCNA to the CCIE. NetCerts helps IT professionals
find the networking resources and knowledge they need to achieve Cisco
Certification. NetCerts provides a virtual community for network professionals
who desire to learn and practice their skills, while focusing on obtaining
industry certifications.
About EarthWeb
EarthWeb Inc. ( www.earthweb.com ) is the leading business-to-business portal to
the global IT industry. EarthWeb's integrated solutions include its flagship
services: earthweb.com, developer.com, datamation.com, dice.com,
Supportsource.com and ITKnowledge.com.
EarthWeb connects buyers to sellers, employers to employees, vendors to
customers, and technical professionals to a wealth of expert knowledge. In 1999,
EarthWeb was ranked the third fastest growing company within Business Week's
Info Tech 100. The Info Tech 100, which includes such industry leaders as Dell
Computer and Cisco Systems, is Business Week's list of "the builders of the new
economy."
This press release may be deemed to contain forward-looking information. Any
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements, including statements as to industry trends, future economic
performance, anticipated profitability, anticipated revenues and expenses, and
products or service line growth, may be significantly and materially impacted by
certain risks and uncertainties, including, but not limited to, failure to meet
operating objectives or to execute the operating plan, competition, and other
economic factors. Additional risks and uncertainties are described in the
Company's public filings with the Securities and Exchange Commission.
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EarthWeb and the EarthWeb logo are registered trademarks of EarthWeb Inc. All
other trademarks are the property of their respective owners.
SOURCE EarthWeb
CONTACT: Irene Math Senior Vice President, Finance, or Constance Melrose
Director, IR, both of EarthWeb, [email protected] , or 212-725-6550; or General
Info., Doug DeLieto, Analyst Info., Jean Young, or Media Info., Claudine
Cornelis, all of The Financial Relations Board, 212-661-8030, for EarthWeb/
