<PAGE>
File Pursuant to Rule 424(b)(1)
Registration No. 333-95921
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 9, 2000)
EARTHWEB INC.
7% Convertible Subordinated Notes due 2005
and Shares of Common Stock Issuable Upon Conversion of the Notes
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Our common shares trade on the NASDAQ National Market under the symbol
"EWBX."
Investing in the notes or the common stock into which the notes are
convertible involves risks that are described in the "Risk Factors" section
beginning on page 2 of the accompanying prospectus dated May 9, 2000.
Through July 5, 2000, the following selling securityholders have provided
the information listed below. This list supercedes that set forth in the
attached prospectus.
<TABLE>
<CAPTION>
Principal Amount of Common Stock Owned
Notes Beneficially Owned Prior to the Offering Common Stock
Name and Offered Hereby (1)(2) Offered Hereby(1)(2)
---- ------------------------ --------------------- --------------------
<S> <C> <C> <C>
Argent Classic Convertible
Arbitrage Fund (Bermuda) L.P. .... $ 5,000,000 127,877 127,877
Black Diamond Offshore, Ltd. ...... 336,000 8,593 8,593
BNP Arbitrage SNC ................. 3,000,000 76,726 76,726
Credit Research & Trading LLC ..... 2,415,000 61,764 61,764
Donaldson, Lufkin & Jenrette
Securities Corp. ................. 4,950,000 126,598 126,598
Double Black Diamond
Offshore, LDC ................... 1,079,000 27,595 27,595
Fidelity Financial Trust: Fidelity
Convertible Securities Fund(3) .. 7,500,000 191,815 191,815
Highbridge International L.L.C. ... 2,500,000 63,938 63,938
JMG Capital Partners, LP .......... 750,000 19,181 19,181
Morgan Stanley & Co. .............. 10,000,000 255,754 255,754
Paloma Securities L.L.C. .......... 1,000,000 25,575 25,575
Q Opportunity Fund, LTD ........... 8,000,000 204,603 204,603
Tribeca Investments, L.L.C. ....... 3,500,000 89,514 89,514
Triton Captial Investments, Ltd. .. 750,000 19,181 19,181
Worldwide Transactions Ltd. ....... 85,000 2,173 2,173
</TABLE>
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(1) Assumes a conversion price of $39.10 per share and a cash payment in lieu
of any fractional interest.
(2) Assumes that any holders of notes or any future transferee from any such
holder does not beneficially own any common stock other than common stock
into which the notes are convertible at the conversion price of $39.10 per
share.
(3) The entity is either an investment company or a portfolio of an investment
company registered under the Investment Act of 1940, as amended, or a
private investment account advised by Fidelity Management & Research
Company. Fidelity Management & Research Company is a Massachusetts
corporation, an investment advisor registered under Section 203 of the
Investment Advisors Act of 1940, as amended, and is a wholly owned
subsidiary of FMR Corp., also a Massachusetts corporation
Prospectus Supplement dated July 5, 2000
This Prospectus Supplement supercedes all prior Prospectus Supplements.
