INTERNET COM CORP, S-1, 1999-04-15

INTERNET COM CORP
S-1, 1999-04-15

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<PAGE>
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1999

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------

INTERNET.COM CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7319 06-1542480
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of Classification Code Number) Identification
incorporation or organization) No.)
</TABLE>

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

20 KETCHUM STREET
WESTPORT, CONNECTICUT 06880
(203) 226-6967
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------------------------------

ALAN M. MECKLER
CHAIRMAN & CHIEF EXECUTIVE OFFICER
INTERNET.COM CORPORATION
20 KETCHUM STREET
WESTPORT, CONNECTICUT 06880
(203) 226-6967
Name, address, including zip code, and telephone number, including area code, of
agent for service)

COPIES TO:

<TABLE>
<S> <C>
WILLIAM J. GRANT, JR. MICHAEL J. SULLIVAN
WILLKIE FARR & GALLAGHER COOLEY GODWARD LLP
787 SEVENTH AVENUE ONE MARITIME PLAZA
NEW YORK, NEW YORK 10019 SAN FRANCISCO, CALIFORNIA 94111
(212) 728-8000 (415) 693-2000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the effective date of this registration statement.

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 of
1933, 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,
please check the following box. / /
---------------------------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C>
Common stock, $.01 par value per share.......................... $48,300,000 $13,427.40
</TABLE>

(1) Estimated pursuant to Rule 457(o) solely for the purpose of calculating the
amount of the registration fee.
---------------------------------------------

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>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE SECURITIES AND EXCHANGE COMMISSION DECLARES
OUR REGISTRATION STATEMENT EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 15, 1999

INTERNET.COM CORPORATION [LOGO]

THE E-BUSINESS AND INTERNET TECHNOLOGY NETWORK
COMMON STOCK

$ PER SHARE

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

<TABLE>
<S> <C>
- - internet.com Corporation is offering - This is our initial public offering and no
shares. public market currently exists for our
shares.

- - We anticipate that the initial public - Proposed trading symbol: Nasdaq National
offering price will be between $ Market--INTM.
and $ per share.
</TABLE>

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

THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 8.
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------

PER SHARE TOTAL
------------- -----------------
<S> <C> <C>
Public Offering Price.................................................. $ $
Underwriting Discounts................................................. $ $
Proceeds to internet.com Corporation................................... $ $
Proceeds to Selling Stockholder........................................ $ $

THE UNDERWRITERS HAVE A 30-DAY OPTION TO PURCHASE UP TO ADDITIONAL SHARES
OF COMMON STOCK FROM A SELLING STOCKHOLDER TO COVER OVER-ALLOTMENTS, IF ANY.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF ANYONE'S INVESTMENT IN THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

U.S. BANCORP PIPER JAFFRAY WILLIAM BLAIR & COMPANY

THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE>

Inside Front Cover

[Artwork for prospectus inside front cover page consists of the internet.com
logo and tag line]

[Artwork for prospectus inside front cover foldout page shows screen
photos of the internet.com home page and the home pages for each of
internet.com's nine vertical content channels.]

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Summary................................................................................ 4
Risk Factors........................................................................... 8
Use of Proceeds........................................................................ 16
Dividend Policy........................................................................ 16
Capitalization......................................................................... 17
Dilution............................................................................... 18
Selected Financial Data................................................................ 19
Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................ 20
Business............................................................................... 29
Management............................................................................. 46
Certain Transactions................................................................... 51
Principal and Selling Stockholders..................................................... 53
Description of Capital Stock........................................................... 54
Shares Eligible for Future Sale........................................................ 57
Underwriting........................................................................... 59
Legal Matters.......................................................................... 60
Experts................................................................................ 60
Where You Can Find More Information.................................................... 61
Index to Financial Statements.......................................................... F-1
</TABLE>

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

You should rely only on the information contained in this prospectus. We have
not, and the underwriters have not, authorized any other person to provide you
with different information. This prospectus is not an offer to sell, nor is it
seeking an offer to buy, these securities in any state where the offer or sale
is not permitted. The information in this prospectus is complete and accurate as
of the date on the front cover, but the information may have changed since that
date.
<PAGE>
SUMMARY

THE ITEMS IN THE FOLLOWING SUMMARY ARE DESCRIBED IN MORE DETAIL LATER IN THIS
PROSPECTUS. THIS SUMMARY PROVIDES AN OVERVIEW OF SELECTED INFORMATION AND DOES
NOT CONTAIN ALL THE INFORMATION YOU SHOULD CONSIDER. THEREFORE, YOU SHOULD ALSO
READ THE MORE DETAILED INFORMATION SET OUT IN THIS PROSPECTUS, THE FINANCIAL
STATEMENTS AND THE OTHER INFORMATION INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS. UNLESS OTHERWISE INDICATED, ALL REFERENCES IN THIS PROSPECTUS TO
"INTERNET.COM," "WE," "US" OR "OUR" ARE TO INTERNET.COM CORPORATION OR
INTERNET.COM LLC, OUR PREDECESSOR ENTITY.

INTERNET.COM

internet.com is a leading network of integrated business-to-business vertical
content Web sites and related Internet media properties focused solely on the
Internet industry. We provide our community of Internet users, which includes
Internet industry and Internet technology professionals, Web developers and
sophisticated Internet users, with a wide variety of content, community and
commerce products and services. Our network of Internet media properties
includes 53 Web sites, 32 e-mail newsletters, 54 online discussion forums and 52
moderated e-mail discussion lists, which provide:

<TABLE>
<S> <C> <C> <C>
- - real-time Internet industry news - archives of definitive industry
publications

- - tutorials, training and skills - discussion forums
development

- - Internet market research - software downloads

- - buyer's guides and products - expert advice
reviews
</TABLE>

The Internet has emerged as a global distribution network for real-time news and
information, an environment for online communities and a marketplace in which
commerce is conducted. International Data Corporation, or IDC, estimates that
the number of universal resource locators, or URLs, will grow from approximately
251 million in 1997 to 640 million in 2000. This growth has created a rapidly
expanding group of Internet professionals with a critical need for timely
content, community and commerce resources to assist them in their daily work and
purchasing decisions. Our network provides a comprehensive source of the latest
Internet news and information for our community of Internet users. It also
provides the ability to share information and evaluate, compare and purchase
Internet-related products and services.

We provide advertisers and vendors with focused channels to reach our highly
attractive community of Internet industry and Internet technology professionals,
many of whom either make or influence Internet technology purchasing decisions.
We have had over 450 advertisers on our network including Allaire Corporation,
Cisco Systems Inc., Digital River Inc., EarthLink Network, Inc., Hewlett-Packard
Company, International Business Machines Corporation, Microsoft Corporation and
Oracle Corporation.

We have rapidly and efficiently built a large and focused network of Web sites
and related Internet media properties, both domestically and internationally,
through internal development and acquisitions. Since July 1995, we have acquired
30 Internet media properties, including 19 since March 1998. We have developed a
methodology for successfully identifying, evaluating, acquiring and integrating
Web sites and related Internet media properties which are complementary to our
content, community and

4
<PAGE>
commerce offerings. Our rapid growth is illustrated by the following key
statistics for the months of March 1998 and March 1999:

<TABLE>
<CAPTION>
MARCH 1998 MARCH 1999
------------ ------------
<S> <C> <C> <C>
Web site page views 10,260,000 40,600,000
Unique Web site users 850,000 1,660,000
E-mail newsletters distributed 250,000 7,000,000
E-mail newsletter subscribers 72,000 590,000
E-mail discussion list postings -- 8,590,000
E-mail discussion list subscribers -- 27,000
</TABLE>

Our objective is to maintain and strengthen our position as a leading provider
of integrated, business-to-business vertical content focused solely on the
Internet industry. We intend to achieve this objective by continuing to execute
the following key strategies:

- increase high-quality content offerings and services;

- grow through targeted acquisitions;

- increase traffic and enhance worldwide brand recognition;

- expand revenue opportunities; and

- increase our international presence.

internet.com LLC was formed in November 1998 following the acquisition of
Mecklermedia Corporation by Penton Media, Inc. Prior to this acquisition, we
operated since December 1994 as one of three divisions which comprised
Mecklermedia. We believe our predecessor Web sites, MECKLERWEB.COM and
IWORLD.COM, were among the first Web sites dedicated to covering Internet
developments.

internet.com Corporation was incorporated on April 5, 1999 in the State of
Delaware. Our principal executive offices are located at 20 Ketchum Street,
Westport, Connecticut 06880 and our telephone number is (203) 226-6967.

The information on our Web sites and in our related Internet media properties is
not a part of this prospectus. "internet.com" and the internet.com logo are two
of our trademarks and service marks. We have numerous other trademarks and
service marks as well. See "Business--Intellectual Property." This prospectus
also references trademarks and trade names of other companies.

5
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Common stock offered:

By internet.com Corporation........... shares

By selling stockholder................ shares
------

Total............................ shares

Common stock outstanding after the offering..... shares (1)

Offering price.................................. $ per share

Use of proceeds................................. We will receive net proceeds from this
offering of approximately $ million.
We will use approximately $2.0 million of
the net proceeds to repay indebtedness
from our line of credit. We intend to use
the remaining net proceeds for potential
strategic acquisitions and general
corporate purposes, including working
capital and expansion of editorial,
marketing and sales activities. See "Use
of Proceeds."

Proposed Nasdaq National Market symbol.......... INTM
</TABLE>

- ---------------------------------------------
(1) Based on shares outstanding as of December 31, 1998, assuming the
conversion of internet.com into a corporation had been effected as of that
date. Excludes 2,000,000 shares of common stock that have been set aside for
stock options under our stock option plan, of which 382,350 will be granted
to our employees immediately preceding the closing of this offering.

UNLESS OTHERWISE SPECIFICALLY STATED, INFORMATION CONTAINED IN THIS PROSPECTUS
(A) DOES NOT TAKE INTO ACCOUNT THE EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT
OPTION; (B) DOES NOT GIVE EFFECT TO THE EXERCISE BY INTERNET WORLD MEDIA, INC.,
A SUBSIDIARY OF PENTON MEDIA, OF A WARRANT TO PURCHASE 2,075,634 SHARES OF OUR
COMMON STOCK IMMEDIATELY PRIOR TO THE CLOSING OF THIS OFFERING; AND (C) GIVES
EFFECT TO THE CONVERSION OF OUR BUSINESS FORM INTO A CORPORATION, AT THE
CONVERSION RATE OF ONE MEMBERSHIP UNIT IN INTERNET.COM LLC INTO 16,215.891
SHARES OF OUR COMMON STOCK, WHICH WILL OCCUR IMMEDIATELY PRIOR TO THE CLOSING OF
THIS OFFERING.

6
<PAGE>
SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following table summarizes the financial data for internet.com and its
predecessor business, the iWorld division of Mecklermedia. The share information
reflects the conversion of internet.com from a limited liability company into a
corporation as if such conversion had occurred at the beginning of each period
indicated. The following summary financial data should be read in conjunction
with the internet.com and iWorld audited financial statements and accompanying
notes and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

<TABLE>
<CAPTION>
INCEPTION
(DECEMBER 7, FISCAL YEAR ENDED THREE MONTHS ENDED
1994) THROUGH ------------------------------------------- ------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1995(1) 1996(1) 1997(1) 1998(1) 1997(1) 1998(2)
--------------- ------------- ------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues....................... $ 123 $ 498 $ 1,479 $ 3,544 $ 769 $ 1,550
Gross profit................... 84 (38) 308 1,373 426 691
Operating loss................. (404) (1,244) (2,155) (2,731) (444) (3,367)
Net loss....................... (404) (1,244) (2,155) (2,731) (444) (3,375)
Basic and diluted net loss per
share........................ $ (.21)
Common shares used to compute
basic and diluted net loss
per share.................... 16,216
</TABLE>

The following table summarizes our balance sheet (assuming the conversion of
internet.com LLC into a corporation) as of December 31, 1998, which has been
adjusted, on a pro forma basis, to reflect the sale of the shares of
common stock offered hereby at an assumed offering price of $ per share,
after deducting estimated underwriting discounts and estimated offering
expenses, and the exercise by Internet World Media of its warrant to purchase
2,075,634 shares of our common stock immediately prior to the closing of this
offering. See "Use of Proceeds" and "Capitalization."

<TABLE>
<CAPTION>
DECEMBER 31, 1998
----------------------
PRO FORMA
ACTUAL AS ADJUSTED
--------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............................................... $ 129 $
Working capital (deficit)............................................... (1,859)
Total assets............................................................ 23,587
Borrowings under line of credit......................................... 1,886
Total stockholders' equity.............................................. 19,564
</TABLE>

- ---------------------------------------------
(1) Represents the financial data of the iWorld division of Mecklermedia
Corporation.
(2) Represents the financial data of both the iWorld division of Mecklermedia
Corporation for the period from October 1, 1998 through November 23, 1998
and internet.com for the period from inception (November 24, 1998) through
December 31, 1998.

7
<PAGE>
RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING OUR COMPANY. OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF
OPERATIONS COULD BE HARMED BY ANY OF THE FOLLOWING RISKS. THE TRADING PRICE OF
OUR COMMON STOCK COULD DECLINE DUE TO ANY OF THE FOLLOWING RISKS, AND YOU MIGHT
LOSE ALL OR PART OF YOUR INVESTMENT.

RISKS RELATED TO OUR BUSINESS

WE HAVE A LIMITED OPERATING HISTORY. Although our predecessor business, iWorld,
began operating in December 1994, internet.com was only formed in November 1998.
Thus, we have a limited operating history upon which you can evaluate our
business. We are subject to the risks, expenses and uncertainties frequently
encountered by companies in the new and rapidly evolving markets for Internet
products and services. For example:

- we might fail to continue to develop and extend our Internet-based
content offerings and services;

- our services may be rejected by Internet users, vendors or
advertisers;

- we might be unable to maintain and increase the levels of traffic
on our Web sites and related Internet media properties;

- our competitors may develop or may already have developed similar
or superior services or products;

- the market might fail to continue to accept the Internet as an
advertising medium;

- we might not be able to successfully sell Internet advertising;

- market prices for Internet advertising may drop as a result of
competition or other factors;

- we might not effectively integrate the technology and operations of
any acquired businesses or technologies with our operations;

- the technologies we use in our operations might fail or operate
poorly; and

- we might be unable to identify, attract, retain and motivate
qualified personnel.

We might not be successful in addressing these risks or other risks we may face.
If we are unable to adequately address these risks, our business, results of
operations and financial condition could suffer.

WE ANTICIPATE CONTINUED LOSSES. As of December 31, 1998, we had an accumulated
deficit of $2.9 million. Although we have experienced revenue growth in recent
periods, we cannot assure you that our revenues will continue at their current
level or increase in the future. We have not achieved profitability on a
quarterly or annual basis to date and we anticipate that we will continue to
incur net losses for the foreseeable future. We expect to increase our operating
expenses significantly, expand our sales and marketing operations and continue
to develop and extend our content offerings and services. If these expenses are
not accompanied by increased revenues, our business, results of operations and
financial condition could be harmed.

OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS. Our
quarterly operating results may fluctuate significantly in the future because of
a variety of factors, many of which are outside our control. These factors
include:

8
<PAGE>
- the level of Internet usage;

- traffic levels on our Web sites and related Internet media
properties;

- the demand for advertising on our Web sites and related Internet
media properties, as well as on the Internet in general;

- changes in rates paid for Internet advertising resulting from
competition or other factors;

- our ability to enter into or renew key agreements with our
advertisers and vendors;

- the amount and timing of costs related to marketing efforts or
other initiatives;

- costs incurred as we expand operations;

- our ability to successfully introduce new content offerings and
services;

- new services introduced by us or our competitors;

- technical difficulties or system downtime affecting the Internet
generally or the operation of our Web sites and related Internet
media properties; and

- economic conditions specific to the Internet as well as general
economic conditions.

Therefore, operating results for any particular quarter might not be indicative
of future operating results. We expect to depend primarily on advertising
revenues for the foreseeable future. As a result, the level of advertising
revenues in each quarter is likely to significantly affect our quarterly
revenues and operating results. Our operating expenses, which include
advertising, promotion and selling and general and administrative expenses, are
based on expectations of future revenues and are relatively fixed in the short
term. If our advertising and other revenues are lower than expected, we might
not be able to quickly reduce spending. In addition, we intend to significantly
increase operating expenses to expand our business. Any shortfall in revenues
would have a direct impact on operating results for a particular quarter and
these fluctuations could affect the market price of our common stock.

THERE ARE RISKS ASSOCIATED WITH OUR BUSINESS, WHICH IS DEPENDENT ON INTERNET
ADVERTISING. We have derived substantially all of our revenues from advertising
in the past and expect to derive a substantial amount of our revenues from
advertising for the foreseeable future. No standards have been widely accepted
to measure the effectiveness of Internet advertising. If such standards do not
develop, existing advertisers might not continue their current levels of
Internet advertising. Furthermore, advertisers that have traditionally relied
upon other advertising media may be reluctant to advertise on the Internet. In
addition, advertisers that have already invested substantial resources in other
advertising methods may be reluctant to adopt a new strategy. Our business would
be harmed if the market for Internet advertising fails to continue to develop or
develops more slowly than expected. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business--Our Business
Strategy" and "--Marketing and Sales."

Companies use various pricing models to sell advertising on the Internet. It is
difficult to predict which, if any, of these pricing models will emerge as the
industry standard, which makes it difficult to project future advertising rates
and revenues. For example, insistence by advertisers that advertising rates be
based on the number of click throughs, or user requests for additional
information made by clicking on the advertisement, instead of rates based solely
on the number of advertising impressions, or the number of times an
advertisement is displayed, could adversely affect revenues because impression-
based advertising comprises substantially all of our current advertising
revenues. Advertising revenues could be adversely affected if we cannot adapt to
new Internet advertising pricing models. Moreover,

9
<PAGE>
filtering software programs that limit or prevent advertising from being
delivered to an Internet user's computer are available. Widespread adoption of
this filtering software by Internet users could adversely affect the commercial
viability of Internet advertising, which would harm our business.

It is important to advertisers that we accurately measure the size and
demographics of our user base and accurately verify the number of advertising
impressions we deliver. We depend on third parties to provide these measurement
services. If they cannot provide these services in the future, we will be
required to perform them ourselves or obtain them from another provider. This
could cause us to incur additional costs or cause interruptions in business
during the time we are replacing these services.

WE DEPEND ON A LIMITED NUMBER OF ADVERTISERS. Substantially all of our revenues
to date have been derived from a limited number of customers who advertise on
our Web sites and related Internet media properties. We expect that a limited
number of advertisers will continue to account for a significant portion of our
revenues. In particular, our largest advertiser accounted for 22% of our total
revenues for the three months ended December 31, 1998. Our top 20 advertisers
together accounted for 61% of our total revenues during the same period.
Moreover, we typically sell advertisements under purchase order agreements.
These agreements are subject to cancellation by our advertisers. If we lose one
or more of the advertisers that represent a material portion of the revenues we
have generated to date, our business, results of operations and financial
condition would be harmed. In addition, if a significant advertiser fails to pay
amounts it owes us, or does not pay those amounts on time, our business, results
of operations and financial condition could suffer. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

THE SEASONALITY OF OUR ADVERTISING REVENUES COULD CAUSE OUR OVERALL REVENUES TO
FLUCTUATE. We believe that advertising sales in traditional media, such as print
publishing, generally are lower in the first and third calendar quarters of each
year due to buying patterns of advertisers. The revenue growth of our
predecessor business, iWorld, was also generally lower in the first and third
quarters. Therefore, we believe that the growth of our advertising revenues,
which constitute a significant portion of our total revenues, may be lower in
the first and third quarters of each year. If the Internet makes the transition
from an emerging to a more developed advertising medium, we may experience
similar seasonal patterns as those in the traditional media industry. As a
result, our stock price may be lower after the announcement of our results for
the first and third quarters than at other times of the year.

WE DEPEND ON AN EFFECTIVE DIRECT SALES FORCE. We depend on our direct sales
force to sell advertising on our Web sites, e-mail newsletters, online
discussion forums and moderated e-mail discussion lists. We also depend on our
sales force to find e-commerce affiliates. This dependence involves a number of
risks, including:

- the need to increase the size of our direct sales force;

- the need to hire, retain, integrate and motivate additional sales
and sales support personnel;

- lack of experience at internet.com of our new sales personnel; and

- competition from other companies in hiring and retaining sales
personnel.

Our business may suffer if we do not maintain an effective direct sales force.

WE FACE INTENSE COMPETITION. The market for Internet-based content offerings and
services is relatively new, intensely competitive and rapidly changing. Since
the advent of commercial services on the Internet, the number of online services
competing for users' attention and spending has proliferated. We expect that
competition will continue to intensify. We compete with other companies that
direct

10
<PAGE>
some of their overall Web content and services at the Internet professional
community, such as Ziff-Davis Inc.'s ZDNet, C/NET, Inc., CMP Media Inc.,
EarthWeb Inc. and Wired Digital Inc. We also compete for circulation and
advertising impressions with general interest portal and destination Web sites
as well as traditional media.

An important part of our strategy is to develop and increase the reputation of
our brand names. If we are unable to do so, or if our competitors develop their
brand names more successfully than we do, our future growth, and our business,
results of operations and financial condition, could suffer.

Many of our current and potential competitors have longer operating histories,
larger customer bases, greater brand recognition and significantly greater
financial, marketing and other resources than we have. These competitors may be
able to respond more quickly to new or emerging technologies and changes in
customer requirements and to devote greater resources to the development,
promotion and sale of their products and services than we can. We might not be
able to compete successfully against our current or future competitors. See
"Business--Competition."

WE MIGHT NOT BE ABLE TO ADEQUATELY MANAGE OUR GROWTH. Our recent growth has
placed, and will continue to place, a significant strain on our managerial,
operational and financial resources. We must continue to implement and improve
our operational and financial systems and to expand, train and manage our
employee base to manage this future growth. We also intend to establish or
acquire additional Web sites and related Internet media properties which will
create additional operational and management complexities. In addition, we
expect that our operational and management systems will face increased strain as
a result of the expansion of our content offerings and services. We might not be
able to manage effectively the expansion of our operations and systems, and our
procedures and controls might not be adequate to support our operations. In
addition, our management might not be able to make and execute decisions rapidly
enough to exploit market opportunities for the expansion of our content
offerings and services. If we are unable to manage growth effectively, our
business, results of operations and financial condition could suffer.

WE MIGHT BE UNABLE TO SUCCESSFULLY IMPLEMENT OUR ACQUISITION STRATEGY. We have
acquired and intend to continue to acquire complementary Web sites and related
Internet media properties, companies, technologies, services or products as
appropriate opportunities arise. If we identify an appropriate acquisition
opportunity, we might not be able to negotiate the terms of that acquisition
successfully, finance it, or integrate its personnel and operations. We may also
have difficulty continuing to acquire Web sites at the prices historically paid
due to the escalation of Internet media valuations. If we make acquisitions
outside of our core business, assimilating the acquired technology, services or
products into our operations could be difficult. This may cause a disruption in
our ongoing business, distract management and make it difficult to maintain
standards, controls and procedures. In addition, we might be required to incur
debt or issue equity securities to pay for any future acquisitions. If the
market price for acquisition targets increases substantially, our future growth
could be harmed.

OUR SYSTEMS ARE SUBJECT TO DAMAGE FROM NATURAL DISASTERS, TELECOMMUNICATION
FAILURES, ELECTRONIC BREAK-INS AND SIMILAR PROBLEMS. Substantially all of our
communications hardware and certain other computer hardware operations are
located at our facility in Westport, Connecticut. These systems could be damaged
by fire, floods, earthquakes, power loss, telecommunication failures, electronic
break-ins and similar events. Our Web sites and related Internet media
properties could also be affected by computer viruses, electronic break-ins or
other similar disruptive problems. Any of these occurrences could harm our
business. Our insurance policies have limited coverage levels and therefore
insurance may not adequately compensate us for any losses that may occur due to
any failures or interruptions in our systems. See "--The failure of computer
systems and software products to be Year 2000 compliant

11
<PAGE>
could hurt our business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000 Compliance."

OUR SYSTEMS MAY FAIL OR EXPERIENCE A SLOWDOWN AND OUR USERS DEPEND ON OTHERS FOR
ACCESS TO OUR NETWORK. Our network of Web sites and related Internet media
properties must accommodate a high volume of traffic and deliver frequently
updated information. Our network has in the past, and may in the future,
experience slower response times or decreased traffic for a variety of reasons.
We also depend on information providers to provide information and data feeds on
a timely basis. Our network of Web sites and related Internet media properties
could experience interruptions in service due to the failure or delay in the
transmission or receipt of this information. In addition, our community of
Internet users depends on Internet service providers, online service providers
and other Web sites' operators for access to our network. Those providers have
experienced outages in the past, and may experience outages or delays in the
future. Moreover, our Internet infrastructure might not be able to support
continued growth of our network of Web sites and related Internet media
properties. Any of these problems could harm our business.

THE FAILURE OF COMPUTER SYSTEMS AND SOFTWARE PRODUCTS TO BE YEAR 2000 COMPLIANT
COULD HURT OUR BUSINESS. Our business could suffer if the computer systems we
use, as well as the computer systems used by our Internet users, advertisers and
vendors, do not correctly process the change in year from "99" to "00" on
January 1, 2000. We are working to avoid such problems and to obtain assurances
from our advertisers, vendors and other service providers that they are taking
similar steps. We believe that our computer systems will successfully handle the
Year 2000 issue, but there may be parts of our computer systems and aspects of
the Year 2000 issue, including the potential cost of addressing the Year 2000
issue, that we have failed to consider. If our efforts and the efforts of our
users, advertisers, vendors and other service providers to address the Year 2000
issue are not successful, our business could be harmed. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Compliance."

WE DEPEND ON KEY MEMBERS OF OUR MANAGEMENT TEAM AND FACE INTENSE COMPETITION FOR
PERSONNEL. We depend on the continued service of our executive officers and key
employees, including, in particular, Alan M. Meckler, our Chairman and Chief
Executive Officer, and Christopher S. Cardell, our President and Chief Operating
Officer. While we maintain key person life insurance for Messrs. Meckler and
Cardell, our business could suffer if we were to lose their services.

We expect that we will need to hire additional personnel in all areas. The
competition for personnel in the Internet industry is intense. Any of our
personnel may terminate their employment at any time for any reason. If we do
not succeed in attracting new personnel or retaining and motivating our current
personnel, our business would be harmed.

WE HAVE LIMITED PROTECTION OF OUR INTELLECTUAL PROPERTY. Trademarks, copyrights
and other proprietary rights are important to our success and competitive
position. We seek to protect our trademarks, copyrights and other proprietary
rights, but our actions may be inadequate to protect our trademarks, copyrights
and other proprietary rights or to prevent others from claiming violations of
their trademarks and other proprietary rights. In seeking to protect our
trademarks, copyrights and other proprietary rights, or defending ourselves
against claims of infringement brought by others, with or without merit, we
could face costly litigation and the diversion of our management's attention and
resources. This could harm our business.

THERE ARE A NUMBER OF RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS THAT COULD
HARM OUR BUSINESS. One component of our growth strategy is to further expand
into international markets. Our international operations are at an early stage
of development and have an extremely limited operating history. In

12
<PAGE>
addition, the markets in which we have undertaken international expansion have
technology and online industries that are less developed than in the United
States.

There are certain risks inherent in doing business in international markets,
such as the following:

- uncertainty of product acceptance by different cultures;

- unforeseen changes in regulatory requirements;

- difficulties in staffing and managing multinational operations;

- government-imposed restrictions on the repatriation of funds;

- currency fluctuations;

- difficulties in finding appropriate foreign licensees or joint
venture partners; and

- potentially adverse tax consequences.

These factors could harm our ability to successfully operate internationally and
could harm our business.

RISKS RELATED TO THE INTERNET INDUSTRY

OUR FUTURE RESULTS DEPEND ON CONTINUED GROWTH IN THE USE OF THE INTERNET. Our
market is new and rapidly evolving. Our business could suffer if Internet usage
does not continue to grow. Internet usage may be inhibited for a number of
reasons, including:

- inadequate network infrastructure;

- security concerns;

- inconsistent quality of service;

- lack of availability of cost-effective and high-speed service; and

- changes in government regulation of the Internet.

If Internet usage grows, the Internet infrastructure might not be able to
support the demands placed on it by this growth or its performance and
reliability may decline. In addition, future outages and other interruptions
occurring throughout the Internet could lead to decreased use of our network of
Web sites and related Internet media properties and would therefore harm our
business.

WE COULD BE SUED FOR INFORMATION RETRIEVED FROM THE INTERNET. We may face
liability for defamation, negligence, copyright or trademark infringement,
personal injury, or other claims due to the nature of content on our network of
Web sites and related Internet media properties, including content placed on our
network by others. Such claims may also include, among others, claims that by
providing hypertext links to Web sites operated by third parties, we are liable
for wrongful actions by those third parties through such Web sites. Similar
claims have been brought, and sometimes successfully asserted, against online
services. It is also possible that users could make claims against us for losses
incurred in reliance on information provided on our network. Although we carry
general liability insurance, and set forth our terms and conditions of use on
our network, our insurance might not cover potential claims of this type or
might not be adequate to fully protect us. Also, the legal effectiveness of our
terms and conditions of use is uncertain. Any liability or legal defense
expenses that are not covered by insurance could harm our business, results of
operations and financial condition.

13
<PAGE>
GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD ADD ADDITIONAL COSTS AND
RISKS TO DOING BUSINESS ON THE INTERNET. There are currently few laws or
regulations that specifically regulate communications or commerce on the
Internet. However, laws and regulations may be adopted in the future that
address issues such as user privacy, pricing and the characteristics and quality
of products and services. For example, although it was held unconstitutional,
the Telecommunications Act of 1996 prohibited certain types of information and
content from being transmitted over the Internet. Several other nations have
taken actions to restrict the free flow of material deemed to be objectionable
on the Internet. In addition, local telephone carriers have argued before the
Federal Communications Commission, or FCC, that Internet service providers and
online service providers should be required to pay fees for access to local
telephone networks in a manner similar to long distance telephone carriers. If
these efforts are successful, costs for Internet access could increase sharply.
Moreover, it may take years to determine the extent to which existing laws
relating to issues such as property ownership, libel and personal privacy are
applicable to the Internet. Any new laws or regulations relating to the Internet
could harm our business.

REGULATION COULD REDUCE THE VALUE OF OUR DOMAIN NAMES. We own the Internet
domain name "internet.com," as well as numerous other domain names both in the
United States and internationally. Domain names generally are regulated by
Internet regulatory bodies. The regulation of domain names in the United States
and in foreign countries is subject to change. Regulatory bodies could establish
additional top-level domains, appoint additional domain name registrars or
modify the requirements for holding domain names. As a result, we might not
acquire or maintain the "internet.com" or comparable domain names in all the
countries in which we conduct business, which could harm our business.
Furthermore, the relationship between regulations governing domain names and
laws protecting trademarks and similar proprietary rights is unclear and still
evolving. Therefore, we might be unable to prevent third parties from acquiring
domain names that infringe or otherwise decrease the value of our trademarks and
other proprietary rights. If this occurred, our business could suffer.

THE INTERNET INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE. Rapid
technological developments, evolving industry standards and user demands, and
frequent new product introductions and enhancements characterize the market for
Internet products and services. These market characteristics are exacerbated by
the emerging nature of the market and the fact that many companies are expected
to introduce new Internet products and services in the near future. Our future
success will depend on our ability to continually improve our content offerings
and services. In addition, the widespread adoption of developing
multimedia-enabling technologies could require fundamental and costly changes in
our technology and could fundamentally affect the nature, viability and
measurability of Internet-based advertising, which could harm our business.

RISKS RELATED TO THIS OFFERING

THERE HAS BEEN NO PUBLIC TRADING MARKET FOR OUR STOCK PRIOR TO THIS OFFERING AND
OUR STOCK PRICE COULD BE EXTREMELY VOLATILE. There has not previously been a
public market for our common stock. We cannot predict the extent to which
investor interest in our company will lead to the development of a trading
market or how liquid any trading market might become. The initial public
offering price for the shares of our common stock will be determined by
negotiations between internet.com and the representatives of our underwriters
and might not reflect prices that will prevail in the trading market. The stock
market has experienced extreme price and volume fluctuations and the market
prices of securities of technology companies, particularly Internet-related
companies, have been highly volatile. Investors might not be able to resell
their shares at or above the initial public offering price. In the past,
following periods of volatility in the market price of a company's securities,
securities class action litigation has often been instituted against such a
company. Such litigation could result in substantial costs and a diversion of
our management's attention and resources.

14
<PAGE>
OUR STOCK OWNERSHIP WILL BE CONCENTRATED IN A SMALL NUMBER OF PEOPLE. As of
March 31, 1999, the present directors, executive officers, greater than 5%
stockholders and their affiliates beneficially owned approximately % of our
outstanding common stock, after giving effect to this offering. As of March 31,
1999, Alan M. Meckler and certain of his affiliates beneficially owned
approximately % of our outstanding common stock, after giving effect to this
offering. As a result of his beneficial ownership, Mr. Meckler, acting alone or
with others, will be able to control all matters requiring stockholder approval,
including the election of directors and approval of significant transactions.
This concentration of ownership may also have the effect of delaying or
preventing a change in control of internet.com. See "Principal and Selling
Stockholders."

OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT A TAKEOVER. Certain
provisions of our Amended and Restated Certificate of Incorporation, Bylaws and
Delaware law could make it more difficult for a third party to acquire us, even
if a change in control would be beneficial to our stockholders. These provisions
include the ability of our board of directors to issue preferred stock which may
have rights and preferences that are superior to those of our common stock,
thereby deterring a potential acquiror. See "Description of Capital
Stock--Delaware Anti-takeover Law and Certain Charter and Bylaw Provisions."

SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD HURT OUR STOCK PRICE.
After this offering there will be outstanding shares of our common stock.
There will be shares outstanding if our underwriters exercise their
over-allotment option in full. Of these shares, the shares sold in this offering
will be freely tradeable except for any shares purchased by our "affiliates" as
that term is defined in Rule 144 under the Securities Act. The remaining
20,000,000 shares held by our directors, officers, employees, certain outside
stockholders, greater than 5% stockholders and their affiliates will be
"restricted securities" and will become eligible for sale on the first
anniversary of the closing of this offering, subject to the volume limitations
and other conditions of Rule 144. In addition, 180 days after this offering, at
least 4,500 shares will be issuable upon the exercise of options (based on
options outstanding as of April 13, 1999). Sales of a large number of shares
could hurt the market price for our common stock. See "Certain Transactions" and
"Shares Eligible for Future Sale."

None of our directors, officers or greater than 5% stockholders has any
restrictions on selling any of our securities held by him or her, other than as
provided in lock-up agreements with U.S. Bancorp Piper Jaffray Inc. and William
Blair & Company, L.L.C. and under applicable securities laws. In addition,
Internet World Media, a wholly-owned subsidiary of Penton Media, can require us
to register its shares of our common stock for public sale if we register any
more of our equity securities after this offering (with some exceptions, such as
if we register securities issuable under our stock option plan). Any sales by
Internet World Media following this offering could hurt the trading price of our
common stock. See "Certain Transactions--Registration Rights Agreement" and
"Shares Eligible for Future Sale."

YOU WILL INCUR IMMEDIATE DILUTION IN THIS OFFERING. The initial public offering
price of our common stock is substantially higher than the net tangible book
value per share of the outstanding common stock immediately after this offering.
Therefore, if you purchase our common stock in this offering, you will incur
immediate dilution of approximately $ in the net tangible book value per
share of common stock from the price you pay for such common stock (based upon
an assumed initial public offering price of $ per share). See "Dilution."

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THESE STATEMENTS RELATE TO OUR FUTURE PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS. THESE STATEMENTS MAY BE IDENTIFIED BY THE USE OF
WORDS SUCH AS "EXPERTS," "ANTICIPATES," "INTENDS," "PLANS," AND SIMILAR
EXPRESSIONS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN
THESE STATEMENTS. FACTORS THAT COULD CONTRIBUTE TO THESE DIFFERENCES INCLUDE
THOSE DISCUSSED AND ELSEWHERE IN THIS PROSPECTUS.

15
<PAGE>
USE OF PROCEEDS

The net proceeds from the sale of the shares of our common stock offered
by us are estimated to be $ million ($ million if the underwriters'
over-allotment option is exercised in full). This assumes an initial public
offering price of $ per share and also reflects a deduction for the estimated
underwriting discounts and commissions and estimated offering expenses. The
principal purposes of this offering are to obtain additional capital, create a
public market for internet.com common stock and facilitate our future access to
the public capital markets.

We intend to use a portion of the net proceeds for repayment of debt incurred
under our line of credit agreement (approximately $1.9 million as of December
31, 1998). This debt matures on November 15, 1999 and bears interest at a rate
based on the lower of prime plus 1% or LIBOR plus .65% (5.7% as of December 31,
1998). We expect to use the remainder of the net proceeds for potential
strategic acquisitions and general corporate purposes, including working capital
and expansion of editorial, marketing and sales activities. The amounts actually
expended for such working capital purposes may vary significantly and will
depend on a number of factors, including the amount of our future revenues and
the other factors described under "Risk Factors." Accordingly, our management
will retain broad discretion in the allocation of the net proceeds of this
offering. Pending such uses, the net proceeds of this offering will be invested
in short-term, interest-bearing, investment grade securities.

DIVIDEND POLICY

We have not in the past paid any dividends on our equity securities and
anticipate that we will retain any future earnings for use in the expansion and
operation of our business. We do not anticipate paying any cash dividends in the
foreseeable future. Any determination to pay dividends in the future will be at
the discretion of our board of directors and will depend upon our financial
condition, results of operations and capital requirements.

16
<PAGE>
CAPITALIZATION

The following table sets forth our historical capitalization (assuming the
conversion of internet.com LLC into a corporation) as of December 31, 1998,
which has been adjusted, on a pro forma basis, to reflect the sale of shares
of common stock offered hereby at an assumed offering price of $ per share and
the exercise by Internet World Media of its warrant to purchase 2,075,634 shares
of our common stock immediately prior to the closing of this offering.

<TABLE>
<CAPTION>
DECEMBER 31, 1998
----------------------
PRO FORMA
ACTUAL AS ADJUSTED
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
Borrowings under line of credit (1)....................................................... $ 1,886 $ --
--------- -----------
--------- -----------
Preferred stock, $0.01 par value; 4,000,000 shares authorized, no shares issued and
outstanding (actual).................................................................... -- --
Common stock, $0.01 par value; 75,000,000 shares authorized, 16,215,891 shares issued and
outstanding, actual; shares issued and outstanding, pro forma as adjusted ........ 162
Additional paid-in capital................................................................ 22,310
Accumulated deficit....................................................................... (2,908) (2,908)
--------- -----------
Total capitalization.............................................................. $ 21,450 $
--------- -----------
--------- -----------
</TABLE>

- ---------------------------------------------
(1) See Note 6 of notes to internet.com LLC financial statements for a
description of borrowings under line of credit.

17
<PAGE>
DILUTION

Our net tangible book value as of December 31, 1998 (assuming the conversion of
internet.com LLC into a corporation as of that date) was $19,564,000, or $1.21
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 pro forma shares of common stock outstanding as of December 31, 1998. Our
pro forma net tangible book value as of December 31, 1998 would have been
$ , or $ per share. These amounts reflect the issuance and sale of our
common stock offered hereby at an assumed initial public offering price of
$ per share and deductions for estimated underwriting discounts,
commissions and offering expenses. This represents an immediate increase in pro
forma net tangible book value of $ per share to existing stockholders and
an immediate dilution of $ per share to new investors. The following table
illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share...............................
Net tangible book value per share at December 31, 1998...................... $ 1.21
Increase in pro forma net tangible book value per share attributable to new
investors.................................................................
---------
Pro forma net tangible book value per share after offering (as adjusted)......
---------
Dilution per share to new investors........................................... $
---------
---------
</TABLE>

The table below summarizes, on a pro forma basis, as of December 31, 1998, the
following differences between our existing stockholders and new investors
purchasing our common stock in this offering:

- the number of shares purchased from internet.com;

- the aggregate cash consideration paid; and

- the average price per share paid.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------------- -------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------------ ----------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Existing stockholders (1).......................... 16,215,891 % $ 22,471,910 % $ 1.39
New investors (2)..................................
------------ ----- ------------- ----- -----
Total.......................................... 100% 100% $
------------ ----- ------------- ----- -----
------------ ----- ------------- ----- -----
</TABLE>

- ---------------------------------------------
(1) Reflects the conversion of internet.com LLC into a corporation as if it had
occurred as of the inception of internet.com on November 24, 1998.

(2) Amounts reflect the exercise by Internet World Media of its warrant.

18
<PAGE>
SELECTED FINANCIAL DATA
(in thousands, except per share amounts)

The following selected financial data should be read in conjunction with the
financial statements of internet.com, the accompanying notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
selected financial data of the iWorld division of Mecklermedia for the period
from inception (December 7, 1994) through September 30, 1995, the years ended
September 30, 1996, 1997 and 1998 and for the three months ended December 31,
1997, as well as the balance sheet data as of December 31, 1997 are derived from
financial statements of the iWorld division of Mecklermedia. The selected
financial data for the three months ended December 31, 1998 was derived from the
combined financial data of iWorld and internet.com. The balance sheet data as of
December 31, 1998 are derived from financial data of internet.com. These
financial statements, except for the selected statements of operations data for
the iWorld division of Mecklermedia for the period from inception (December 7,
1994) through September 30, 1995, and the three months ended December 31, 1997
as well as the balance sheet data as of December 31, 1997, have been audited by
Arthur Andersen LLP, independent public accountants. See "Index to Financial
Statements."

The financial information of the iWorld division of Mecklermedia included herein
is not necessarily indicative of the results of operations, financial position
and cash flows of internet.com had it been a stand-alone entity at such times.
It is also not indicative of the results of operations, financial position and
cash flows of internet.com in the future. The share information reflects the
conversion of internet.com from a limited liability company into a corporation
as if such conversion had occurred at the beginning of each period indicated.
<TABLE>
<CAPTION>
INCEPTION THREE MONTHS
(DECEMBER 7, FISCAL YEAR ENDED ENDED
1994) THROUGH ------------------------------------------------- ---------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
1995(1) 1996(1) 1997(1) 1998(1) 1997(1)
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues........................... $ 123 $ 498 $ 1,479 $ 3,544 $ 769
Cost of revenues................... 39 536 1,171 2,171 343
----- ------- ------- ------- -----
Gross profit................... 84 (38) 308 1,373 426
Operating expenses
Advertising, promotion and
selling........................ 69 285 881 1,406 325
General and administrative....... 419 727 751 1,349 236
Depreciation..................... -- 85 326 429 101
Amortization..................... -- 109 505 920 208
Purchased in-process research and
development.................... -- -- -- -- --
----- ------- ------- ------- -----
Total operating expenses....... 488 1,206 2,463 4,104 870
----- ------- ------- ------- -----
Operating loss..................... (404) (1,244) (2,155) (2,731) (444)
Interest expense, net.............. -- -- -- -- --
----- ------- ------- ------- -----
Net loss........................... $ (404) $ (1,244) $ (2,155) $ (2,731) $ (444)
----- ------- ------- ------- -----
----- ------- ------- ------- -----
Basic and diluted net loss per
share............................
Common shares used to compute basic
and diluted net loss per share...

DECEMBER 31,
1998(2)
---------------
<S> <C>
STATEMENT OF OPERATIONS DATA:
Revenues........................... $ 1,550
Cost of revenues................... 859
-------
Gross profit................... 691
Operating expenses
Advertising, promotion and
selling........................ 680
General and administrative....... 644
Depreciation..................... 82
Amortization..................... 652
Purchased in-process research and
development.................... 2,000
-------
Total operating expenses....... 4,058
-------
Operating loss..................... (3,367)
Interest expense, net.............. (8)
-------
Net loss........................... $ (3,375)
-------
-------
Basic and diluted net loss per
share............................ $ (.21)
-------
-------
Common shares used to compute basic
and diluted net loss per share... 16,216
-------
-------
</TABLE>

<TABLE>
<CAPTION>
AS OF
--------------------------------------------------------------
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1997(1) 1998(1) 1997(1) 1998(3)
--------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............................. $ -- $ -- $ -- $ 129
Working capital (deficit)............................. (166) 286 58 (1,859)
Total assets.......................................... 2,812 7,225 4,269 23,587
Borrowings under line of credit....................... -- -- -- 1,886
Total equity.......................................... 2,144 6,252 3,606 19,564
</TABLE>

19
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial
statements and the accompanying notes which appear elsewhere in this prospectus.
The following discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results could differ materially from
those discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
below and elsewhere in this prospectus, particularly in "Risk Factors."

OVERVIEW

We are a leading network of integrated business-to-business vertical content Web
sites and related Internet media properties focused solely on the Internet
industry. Our network consists of nine integrated business-to-business vertical
content channels that contain 53 Web sites, 32 e-mail newsletters, 54 online
discussion forums and 52 moderated e-mail discussion lists focused solely on the
Internet industry. During the month of March 1999, we delivered 40.6 million
page views to approximately 1.7 million unique users and 7 million copies of our
e-mail newsletters to 590,000 subscribers, and 8.6 million postings were
generated by 27,000 subscribers to our moderated e-mail discussion lists.

We were formed in November 1998 following the acquisition of Mecklermedia by
Penton Media. As part of the acquisition, Penton Media agreed to contribute all
the assets of Mecklermedia's Internet media business division, iWorld, to a
newly formed limited liability company, internet.com LLC. As part of this
acquisition agreement, we reserved 4% of our total membership units for grants
to certain of our employees. As these grants were completed in March 1999, we
have recorded a $1.6 million compensation charge during the three months ended
March 31, 1999 reflecting the fair value of the membership units granted. Prior
to the acquisition of Mecklermedia by Penton Media, iWorld operated as one of
three business lines which comprised Mecklermedia. Our predecessor Web sites,
MecklerWeb and iWorld.com, were among the first Web sites dedicated to covering
Internet developments. See "Certain Transactions--Formation Transactions."

We generate revenues from the following primary sources:

- advertising on our Web sites, e-mail newsletters, online discussion
forums and moderated e-mail discussion lists;

- e-commerce agreements;

- paid subscription services; and

- licensing of our editorial content, brands and software.

We barter portions of the unsold advertising impressions generated by our Web
sites and related Internet media properties for advertising and promotion in
media properties owned by Penton Media and other third parties. We do not record
any revenues or expenses for such barter because we do not receive or expend any
cash and because the valuation of such transactions is difficult to establish.
We also believe that not recording any revenues or expenses for barter more
accurately reflects our actual results of operations and as a result provides a
more meaningful presentation to the users of our financial statements.

We derive substantially all of our revenues from the sale of advertising. We
recognize advertising revenue ratably in the period the advertising is
displayed, provided that no significant company

20
<PAGE>
obligations remain outstanding and collection of the resulting receivable is
probable. Such obligations typically include guarantees of a minimum number of
advertising impressions, or times an advertisement is displayed. We use a direct
sales force to sell advertising to companies and advertising agencies.

Our e-commerce agreements generally include advertising on our Web sites, as
well as revenue sharing for sales made by the e-commerce affiliates as a result
of links from our network. We recognize the advertising component of these
agreements ratably in the period the advertising is displayed, provided that no
significant company obligations remain and collection of the remaining
receivable is probable. We recognize the revenue sharing component of these
agreements as revenue in the period that the underlying sales are made by the
e-commerce affiliate.

Paid subscription services relate to customer subscriptions to our paid e-mail
newsletters, Internet Stock Report's Monthly HotWatch, Internet StockTracker and
SearchEngineWatch, which are sold through our network of Web sites and related
Internet media properties and through affiliate relationships. Revenue from
subscriptions is recognized ratably over the subscription period. Deferred
revenues relate to the portion of collected subscription fees which has not yet
been recognized as revenue.

Our licensing agreements vary in structure, with internet.com generating fixed
fees, royalties or both for access to our editorial content, brands or software.
We generally license our editorial content, brands and software to various
offline and online media companies.

Since July 1995, we have acquired 30 Web sites and related Internet media
properties, including 19 since March 1, 1998. We expect to continue to pursue
strategic acquisitions to strengthen our content, community and commerce
offerings.

We believe that advertising sales in traditional media, such as print
publishing, generally are lower in the first and third calendar quarters of each
year due to buying patterns of advertisers. The revenue growth of our
predecessor business, iWorld, was also generally lower in the first and third
quarters. Therefore, we believe that the growth of our advertising revenues,
which constitute a significant portion of our total revenues, may be lower in
the first and third quarters of each year. If the Internet makes the transition
from an emerging to a more developed advertising medium, we may experience
similar seasonal patterns as those in the traditional media industry. See "Risk
Factors--The seasonality of our advertising revenues could cause our overall
revenues to fluctuate."

We have sustained losses on a quarterly and annual basis in the past. We expect
to incur significantly higher costs, particularly advertising, promotion and
selling expense, to grow our business. As a result, we expect to incur
significant operating losses for the foreseeable future and because costs are
largely fixed in the short term, we expect to be vulnerable to significant
fluctuations in operating losses if actual revenues fall below anticipated
levels. Furthermore, given the rapidly evolving nature of our business and our
limited operating history, our operating results are difficult to forecast and
period-to-period comparison of our operating results will not be meaningful and
should not be relied upon as any indication of future performance. Due to these
and other factors, many of which are outside our control, quarterly operating
results may fluctuate significantly in the future. See "Risk Factors--We have a
limited operating history," "--We anticipate continued losses" and "--Our
quarterly operating results are subject to significant fluctuations."

21
<PAGE>
RESULTS OF OPERATIONS

Costs have been allocated to the iWorld division of Mecklermedia based on our
management's estimate of the costs attributable to its operations. Such
allocations are not necessarily indicative of the costs that would have been
incurred if the iWorld division of Mecklermedia had been a stand-alone entity.
The following table sets forth certain statement of operations data as a
percentage of revenues for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS
FISCAL YEAR ENDED ENDED
------------------------------------------------- ---------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
1996(1) 1997(1) 1998(1) 1997(1)
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues......................................... 100% 100% 100% 100%
Cost of revenues................................. 108 79 61 45
------- ------- ------- -----
Gross profit..................................... (8) 21 39 55
------- ------- ------- -----
Operating expenses:
Advertising, promotion and selling............. 57 60 40 42
General and administrative..................... 146 51 38 31
Depreciation................................... 17 22 12 13
Amortization................................... 22 34 26 27
Purchased in-process research and
development.................................. -- -- -- --
------- ------- ------- -----
Total operating expenses......................... 242 167 116 113
------- ------- ------- -----
Operating loss................................... (250) (146) (77) (58)
------- ------- ------- -----
Interest expense, net............................ -- -- -- --
------- ------- ------- -----
Net loss......................................... (250)% (146 )% (77 )% (58 )%
------- ------- ------- -----
------- ------- ------- -----

DECEMBER 31,
1998(2)
---------------
<S> <C>
STATEMENT OF OPERATIONS DATA:
Revenues......................................... 100%
Cost of revenues................................. 55
-------
Gross profit..................................... 45
-------
Operating expenses:
Advertising, promotion and selling............. 44
General and administrative..................... 42
Depreciation................................... 5
Amortization................................... 42
Purchased in-process research and
development.................................. 129
-------
Total operating expenses......................... 262
-------
Operating loss................................... (217)
-------
Interest expense, net............................ 1
-------
Net loss......................................... (218 )%
-------
-------
</TABLE>

- ---------------------------------------------
(1) Represents the financial data of the iWorld division of Mecklermedia
Corporation.

(2) Represents the financial data of both the iWorld division of Mecklermedia
Corporation for the period from October 1, 1998 through November 23, 1998
and internet.com for the period from inception (November 24, 1998) through
December 31, 1998.

THREE MONTHS ENDED DECEMBER 31, 1997 AND 1998

REVENUES. We generate revenues from advertising on our Web sites, e-mail
newsletters, online discussion forums and moderated e-mail discussion lists;
e-commerce agreements; licensing of our editorial content, brands and software;
and paid subscription services. Revenues increased 102% from $769,000 for the
three months ended December 31, 1997 to approximately $1.6 million for the three
months ended December 31, 1998, primarily due to increased advertising on our
network of Web sites and related Internet media properties. While we anticipate
that advertising revenues will continue to represent a substantial majority of
our revenues for the foreseeable future, we believe that numerous other revenue
sources will expand and diversify our future revenue streams.

COST OF REVENUES. Cost of revenues primarily consists of expenses associated
with editorial, communications infrastructure and Web site hosting. Cost of
revenues increased from $343,000 for the three months ended December 31, 1997 to
$859,000 for the three months ended December 31, 1998, primarily due to the
increased hiring of editorial, technology and operations personnel and expenses
for freelance contributors. As a percentage of revenues, cost of revenues was
45% for the three months ended December 31, 1997 and 55% for the three months
ended December 31, 1998. We anticipate that our cost of revenues will continue
to increase in absolute dollars as we continue to strengthen our existing
content offerings and services. We anticipate hiring additional editorial,
technology and operations personnel, as well as freelance contributors, as we
acquire additional Web sites and related Internet media properties and expand
our proprietary content.

22
<PAGE>
ADVERTISING, PROMOTION AND SELLING. Advertising, promotion and selling expenses
primarily consist of costs related to sales and marketing staff, sales
commissions and promotion costs. Advertising, promotion and selling expenses
increased from $325,000 for the three months ended December 31, 1997 to $680,000
for the three months ended December 31, 1998, primarily due to increased hiring
of advertising sales personnel. As a percentage of revenues, advertising,
promotion and selling expenses were 42% for the three months ended December 31,
1997 and 44% for the three months ended December 31, 1998. We anticipate that
our advertising, promotion and selling expenses will continue to increase in
absolute dollars, primarily due to our planned hiring of additional sales
personnel in an effort to increase our advertising sales as well as increased
expenses for the promotion of our content offerings and services to our
community of Internet users, advertisers and vendors.

GENERAL AND ADMINISTRATIVE. General and administrative expenses primarily
consist of salaries, professional fees, facilities costs and bad debt expense.
General and administrative expenses increased from $236,000 for the three months
ended December 31, 1997 to $644,000 for the three months ended December 31,
1998, primarily due to the hiring of additional personnel and increased
professional fees. As a percentage of revenues, general and administrative
expenses were 31% for the three months ended December 31, 1997 and 42% for the
three months ended December 31, 1998. We expect that our general and
administrative expenses will continue to increase in absolute dollars, but these
expenses are expected to decrease as a percentage of revenues. We anticipate
hiring additional personnel and incurring additional costs related to being a
public company, including directors' and officers' liability insurance, investor
relations programs and professional services fees.

DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment was
$101,000 for the three months ended December 31, 1997 and $82,000 for the three
months ended December 31, 1998. Amortization of intangibles increased from
$208,000 for the three months ended December 31, 1997 to $652,000 for the three
months ended December 31, 1998 primarily due to the acquisition of Web sites and
related Internet media properties. As a percentage of revenues, amortization of
intangibles was 27% for the three months ended December 31, 1997 and 42% for the
three months ended December 31, 1998. We anticipate that depreciation and
amortization will continue to increase as we acquire additional Web sites and
related Internet media properties. We also anticipate increasing our capital
expenditures to support the current and expected growth of our business.

PURCHASED IN-PROCESS RESEARCH AND DEVELOPMENT. In connection with our formation
on November 24, 1998, we recorded a $2.0 million charge for purchased in-process
research and development projects initiated by our predecessor entity that had
not reached technological feasibility and had no probable alternative future
uses. This amount, which was determined by an independent appraiser, was
expensed at our date of inception. Management believes that the assumptions used
in the independent appraiser's valuation of the purchased in-process research
and development are reasonable. However, no assurance can be given that
commercial or technological viability of these projects will be achieved or that
actual results will not deviate from those assumptions in future periods.

INTEREST EXPENSE, NET. Interest expense, net of interest income, related to
borrowings under our line of credit was $8,000 for the three months ended
December 31, 1998.

FISCAL YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998

REVENUES. Revenues were $498,000 for the year ended September 30, 1996,
approximately $1.5 million for the year ended September 30, 1997 and $3.5
million for the year ended September 30, 1998, representing increases of 197%,
from fiscal 1996 to fiscal 1997 and 140%, from fiscal 1997 to fiscal 1998. The
197% increase from fiscal 1996 to fiscal 1997 was primarily due to an increase
in banner advertising. The 140% increase from fiscal 1997 to fiscal 1998 was
primarily due to an increase in

23
<PAGE>
banner advertising from a growing number of advertisers as well as new revenue
from e-commerce and licensing agreements.

COST OF REVENUES. Cost of revenues was $536,000 for the year ended September 30,
1996, approximately $1.2 million for the year ended September 30, 1997 and $2.2
million for the year ended September 30, 1998. As a percentage of revenues, cost
of revenues was 108% for the year ended September 30, 1996, 79% for the year
ended September 30, 1997 and 61% for the year ended September 30, 1998. These
increases were primarily due to increased payroll costs for editorial,
technology and operations personnel to support the current and anticipated
future growth of our network of Web sites and related Internet media properties.

ADVERTISING, PROMOTION AND SELLING. Advertising, promotion and selling expenses
were $285,000 for the year ended September 30, 1996, $881,000 for the year ended
September 30, 1997 and approximately $1.4 million for the year ended September
30, 1998, representing increases of 209% from fiscal 1996 to fiscal 1997 and 60%
from fiscal 1997 to fiscal 1998. These increases were primarily due to the
hiring of additional advertising sales personnel and related sales commissions.

GENERAL AND ADMINISTRATIVE. General and administrative expenses were $727,000
for the year ended September 30, 1996, $751,000 for the year ended September 30,
1997 and approximately $1.3 million for the year ended September 30, 1998,
representing increases of 3% from fiscal 1996 to fiscal 1997 and 80% from fiscal
1997 to fiscal 1998. These increases were due primarily to increases in payroll
for administrative personnel and professional fees to support the growth of our
business and an increase in bad debt expense.

DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment was
$85,000 for the year ended September 30, 1996, $326,000 for the year ended
September 30, 1997 and $429,000 for the year ended September 30, 1998,
representing increases of 284% from fiscal 1996 to fiscal 1997 and 32% from
fiscal 1997 to fiscal 1998. These increases were primarily due to our increased
capital expenditures which were required to support the current and anticipated
future growth of our network. Amortization of intangible assets was $109,000 for
the year ended September 30, 1996, $505,000 for the year ended September 30,
1997 and $920,000 for the year ended September 30, 1998, representing increases
of 363% from fiscal 1996 to fiscal 1997 and 82% from fiscal 1997 to fiscal 1998.
These increases were primarily due to our acquisitions of Web sites and related
Internet media properties.

24
<PAGE>
QUARTERLY RESULTS OF OPERATIONS

The following tables set forth certain unaudited statements of operations data
for the nine quarters ended December 31, 1998, as well as the percentage of our
revenues represented by each item. These data have been derived from unaudited
interim financial statements prepared on the same basis as the audited financial
statements and, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, considered necessary for a full
presentation of such information when read in conjunction with the financial
statements and accompanying notes appearing elsewhere in this prospectus.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
DEC. 31, MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30,
1996(1) 1997(1) 1997(1) 1997(1) 1997(1) 1998(1) 1998(1)
----------- ----------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PERCENTAGE DATA)
STATEMENT OF OPERATIONS
Revenues............................ $ 323 $ 346 $ 350 $ 460 $ 769 $ 831 $ 971
Cost of revenues.................... 256 339 299 277 343 567 577
----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross profit........................ 67 7 51 183 426 264 394
----------- ----------- ----------- ----------- ----------- ----------- -----------
Operating expenses:
Advertising, promotion and
selling......................... 207 189 292 193 325 283 491
General and administrative........ 158 172 198 223 236 348 363
Depreciation...................... 42 91 94 99 101 102 109
Amortization...................... 58 84 156 207 208 222 238
Purchased in-process research and
development..................... -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total operating expenses............ 465 536 740 722 870 955 1,201
----------- ----------- ----------- ----------- ----------- ----------- -----------
Operating loss...................... (398) (529) (689) (539) (444) (691) (807)
Interest expense, net............... -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net loss............................ $ (398) $ (529) $ (689) $ (539) $ (444) $ (691) $ (807)
----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- -----------

AS A PERCENTAGE OF REVENUES
Revenues............................ 100% 100% 100% 100% 100% 100% 100%
Cost of revenues.................... 79 98 85 60 45 68 59
----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross profit........................ 21 2 15 40 55 32 41
----------- ----------- ----------- ----------- ----------- ----------- -----------
Operating expenses:
Advertising, promotion and
selling......................... 64 55 83 42 42 34 51
General and administrative........ 49 50 57 48 31 42 37
Depreciation...................... 13 26 27 22 13 12 11
Amortization...................... 18 24 45 45 27 27 25
Purchased in-process research and
development..................... -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total operating expenses............ 144 155 212 157 113 115 124
----------- ----------- ----------- ----------- ----------- ----------- -----------
Operating loss...................... (123) (153) (197) (117) (58) (83) (83)
Interest expense, net............... -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net loss............................ (123)% (153 )% (197)% (117)% (58)% (83)% (83)%
----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- -----------

<S> <C> <C>
SEPT. 30, DEC. 31,
1998(1) 1998(2)
----------- -----------

STATEMENT OF OPERATIONS
Revenues............................ $ 973 $ 1,550
Cost of revenues.................... 684 859
----------- -----------
Gross profit........................ 289 691
----------- -----------
Operating expenses:
Advertising, promotion and
selling......................... 307 680
General and administrative........ 402 644
Depreciation...................... 117 82
Amortization...................... 252 652
Purchased in-process research and
development..................... -- 2,000
----------- -----------
Total operating expenses............ 1,078 4,058
----------- -----------
Operating loss...................... (789) (3,367)
Interest expense, net............... -- (8)
----------- -----------
Net loss............................ $ (789) $ (3,375)
----------- -----------
----------- -----------
AS A PERCENTAGE OF REVENUES
Revenues............................ 100% 100%
Cost of revenues.................... 70 55
----------- -----------
Gross profit........................ 30 45
----------- -----------
Operating expenses:
Advertising, promotion and
selling......................... 32 44
General and administrative........ 41 42
Depreciation...................... 12 5
Amortization...................... 26 42
Purchased in-process research and
development..................... -- 129
----------- -----------
Total operating expenses............ 111 262
----------- -----------
Operating loss...................... (81) (217)
Interest expense, net............... -- 1
----------- -----------
Net loss............................ (81 )% (218 )%
----------- -----------
----------- -----------
</TABLE>

- ---------------------------------------------
(1) Represents the financial data of the iWorld division of Mecklermedia
Corporation.

Our revenues have increased sequentially from quarter to quarter throughout the
periods since December 31, 1996 due to increased advertising on our network of
Web sites and related Internet

25
<PAGE>
media properties. Quarterly revenues and operating results depend substantially
upon the advertising revenues received within the quarter, which are difficult
to forecast accurately. Accordingly, the cancellation or deferral of a small
number of advertising contracts could harm our business, results of operations
and financial condition. We believe that advertising sales in traditional media,
such as print publishing, generally are lower in the first and third calendar
quarters of each year due to buying patterns of advertisers. The revenue growth
of our predecessor business, iWorld, was also generally lower in the first and
third quarters. Therefore, we believe that our advertising revenues, which
constitute a significant portion of our total revenues, may be lower in the
first and third quarters of each year. If the Internet makes the transition from
an emerging to a more developed medium, we may experience similar seasonal
patterns as those in the traditional media industry. As a result, our stock
price may be lower after the announcement of our results for the first and third
quarters than at other times of the year.

Our operating expenses, which include advertising, promotion and selling and
general and administrative expenses, are based on expectations of future
revenues and are relatively fixed in the short term. If our advertising and
other revenues are lower than expected, we might not be able to quickly reduce
spending. In addition, we intend to significantly increase operating expenses to
expand our business.

Due to the foregoing factors, quarterly revenues and results of operations are
difficult to forecast. We do not believe that period-to-period comparison of our
operating results will necessarily be meaningful, and they should not be relied
upon as indicators of future performance. In one or more future quarters,
results of operations may fall below the expectations of securities analysts and
investors. In such event, the trading price of our common stock could decrease
significantly.

We have a limited operating history and our prospects are subject to the risks,
expenses and uncertainties frequently encountered by companies in the new and
rapidly evolving markets for Internet products and services. These risks include
the failure to extend our content and service offerings, the rejection of
services by Internet users, advertisers and vendors, our inability to maintain
and increase the levels of traffic on our Web sites and related Internet media
properties, as well as other risks and uncertainties.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have funded operations primarily with cash from borrowings
under our line of credit, the capital contributions of members of internet.com
LLC and cash from operations. As of December 31, 1998, internet.com had a
working capital deficit of approximately $1.9 million.

Net cash used in operating activities was approximately $1.1 million for the
year ended September 30, 1996, $1.1 million for the year ended September 30,
1997, $1.8 million for the year ended September 30, 1998 and $2.0 million for
the three months ended December 31, 1998. Net cash used in operating activities
was primarily a result of our net losses adjusted for non-cash depreciation,
amortization and purchased in-process research and development, and increases in
accounts receivable, offset by an increase in accounts payable and accrued
expenses.

Net cash used in investing activities was approximately $642,000 for the year
ended September 30, 1996, $2.4 million for the year ended September 30, 1997,
$5.0 million for the year ended September 30, 1998 and $3.6 million for the
three months ended December 31, 1998. Net cash used in investing activities was
primarily a result of acquisitions of Web sites and related Internet media
properties and capital expenditures.

26
<PAGE>
Net cash provided by financing activities was approximately $1.8 million for the
year ended September 30, 1996, $3.5 million for the year ended September 30,
1997, $6.8 million for the year ended September 30, 1998 and $5.8 million for
the three months ended December 31, 1998. Net cash provided by financing
activities was primarily a result of borrowings under our line of credit and
contributions from Mecklermedia Corporation.

Capital expenditures were $315,000 for the year ended September 30, 1996,
$740,000 for the year ended September 30, 1997, $934,000 for the year ended
September 30, 1998 and $637,000 for the three months ended December 31, 1998. We
anticipate that we will increase our capital expenditures consistent with our
anticipated growth in operations, infrastructure and personnel.

We have a $6.0 million line of credit with a bank secured by a personal
guarantee from Alan M. Meckler, our Chairman and Chief Executive Officer. We had
outstanding borrowings under the line of credit of approximately $1.9 million as
of December 31, 1998. Interest expense on this line is based on the lower of
prime plus 1% or LIBOR plus .65% (5.7% as of December 31, 1998). This line of
credit expires on November 15, 1999. Upon completion of this offering, we
anticipate terminating this line of credit.

We believe that the net proceeds from this offering and our cash from operations
will be sufficient to meet our anticipated cash needs for working capital and
capital expenditures for at least 12 months following this offering. Thereafter,
if cash generated from operations is insufficient to satisfy our liquidity
requirements, we might need to raise additional funds through public or private
financing, strategic relationships or other arrangements. There can be no
assurance that such additional funding, if needed, will be available on terms
which we believe are attractive to internet.com, or at all. If we fail to raise
capital when needed, it could harm our business, operating results and financial
condition. If we raise additional funds through the issuance of equity
securities, the percentage ownership of our stockholders would be reduced.

YEAR 2000 COMPLIANCE

The Year 2000 issue involves the potential for system and processing failures of
date-related data resulting from computer-controlled systems using two digits
rather than four to define the applicable year. For example, computer programs
that contain time-sensitive software may recognize a date using two digits of
"00" as the year 1900 rather than the year 2000. This could result in system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices or
engage in similar ordinary business activities.

We believe that our internal software and hardware systems will function
properly with respect to dates in the year 2000 and thereafter. To date, we have
not incurred any material costs directly associated with Year 2000 compliance
efforts, except for compensation expense associated with salaried employees who
have devoted some of their time to Year 2000 assessment and remediation efforts.
We have completed our information technology assessment, and we expect to incur
no significant costs in the future for Year 2000 problems. Nonetheless, there
can be no assurance in this regard until such systems are operational in the
year 2000 and thereafter. We have contacted our significant advertisers,
suppliers, vendors and other service providers to determine the extent to which
our systems are vulnerable to those third parties' failure to make their own
systems Year 2000 compliant. We have been informed by such advertisers,
suppliers, vendors and other service providers that their systems are Year 2000
compliant. Additionally, any Year 2000 problems experienced by our advertising
customers could affect the placement of advertisements on our content offerings
and services. In the event any of our suppliers or vendors prove not to be Year
2000 compliant, we believe that we could find a replacement vendor or supplier
that is Year 2000 compliant without significant delay or expense. However, if a

27
<PAGE>
significant portion of our suppliers, vendors or other service providers prove
not to be Year 2000 compliant, and if we experience difficulties in finding
replacement suppliers, vendors or other service providers, then our business
could suffer. Any failures by our suppliers, vendors and other service providers
to correct material Year 2000 problems could result in an interruption in, or a
failure of, certain of our normal business activities or operations. Such
failures could harm our results of operations, liquidity and financial
condition. Due to the general uncertainty inherent in the Year 2000 problem,
resulting from the uncertainty of the Year 2000 readiness of third-party
suppliers and vendors, we are unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on our results of
operations, liquidity or financial condition.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

We are exposed to market risk from changes in interest rates on borrowings under
our line of credit that bears interest from time to time at the lower of the
lending bank's prime rate plus 1% or LIBOR plus .65%. Because we do not believe
that the maximum available borrowings under the line of credit are material, and
because we anticipate terminating this line of credit upon the completion of
this offering, we do not believe this risk will be material.

We have no derivative financial instruments or derivitave commodity instruments
in our cash and cash equivalents and investments. We invest our cash and cash
equivalents and investments in short-term, interest-bearing, investment grade
securities. We anticipate investing our net proceeds from this offering in
similar investment grade investments pending their use as described in this
prospectus. See "Use of Proceeds." Substantially all of our transactions are
conducted, and our accounts are denominated, in United States dollars.
Accordingly, we are not exposed to significant foreign currency risk.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS No. 131"), which establishes
standards for reporting information about operating segments in annual financial
statements. It also establishes standards for related disclosures about products
and services, geographic areas and major customers. SFAS No. 131 is effective
for fiscal years beginning after December 15, 1997. We operate in one industry
segment.

In March 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use including the requirement to capitalize specified costs and
amortization of such costs. The adoption of this standard is not expected to
have a material effect on our capitalization policy.

In April 1998, the AICPA issued Statement of Position 98-5, "Reporting on the
Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5, which is effective for
fiscal years beginning after December 15, 1998, provides guidance on the
financial reporting of start-up costs and organization costs. It requires costs
of start-up activities and organization costs to be expensed as incurred. As we
have expensed these costs historically, the adoption of this statement is not
expected to have a significant impact on our results of operations, financial
position or cash flows.

28
<PAGE>
BUSINESS

THE FOLLOWING DESCRIPTION OF OUR BUSINESS CONTAINS FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THESE FORWARD-LOOKING STATEMENTS AS
A RESULT OF CERTAIN FACTORS INCLUDING, BUT NOT LIMITED TO, THOSE DISCUSSED IN
"RISK FACTORS" AND ELSEWHERE IN THIS PROSPECTUS.

internet.com is a leading network of integrated business-to-business vertical
content Web sites and related Internet media properties focused solely on the
Internet industry. We provide our community of Internet users, which includes
Internet industry and Internet technology professionals, Web developers and
sophisticated Internet users, with a wide variety of content, community and
commerce products and services. The internet.com network provides Internet users
with proprietary content, including:

- - real-time Internet industry news

- - tutorials, training and skills development

- - Internet market research

- - buyer's guides and products reviews

- - archives of definitive industry publications

- - discussion forums

- - software downloads

- - expert advice

Our network of Internet media properties consists of nine business-to-business
vertical content channels that contain 53 Web sites, 32 e-mail newsletters, 54
online discussion forums and 52 moderated e-mail discussion lists. During the
month of March 1999, we delivered 40.6 million page views to approximately 1.7
million unique users and 7 million copies of our e-mail newsletters to 590,000
subscribers, and 8.6 million postings were generated by 27,000 subscribers to
our moderated e-mail discussion lists.

INDUSTRY OVERVIEW

GROWTH OF THE INTERNET. The Internet has emerged as a global distribution
network for real-time news and information, an environment for online
communities and a market place in which commerce is conducted. IDC estimates
that the number of Internet users will grow from 100 million in 1998 to 320
million in 2002 and estimates that the number of universal resource locators, or
URLs, will grow from approximately 251 million in 1997 to 640 million in 2000.
To best exploit the rapid growth of the Internet, businesses must stay abreast
of Internet-related technologies and products as well as develop and maintain
the skills necessary to utilize these technologies and products. A broader set
of executive management and business professionals are increasingly
participating in Internet technology implementation decisions with information
technology professionals. As a result, Internet-related topics need to be
addressed from a variety of business as well as technology perspectives to
effectively communicate the value of deploying and integrating Internet
technologies.

The increasing use of the Internet is dramatically affecting the operating
methods of profit and not-for-profit businesses and other organizations. These
businesses and organizations are dedicating an increasing amount of personnel
and financial resources to integrating and effectively using the Internet to
expand and enhance their operations. As a result, these businesses and
organizations have a rapidly growing need for personnel with specialized skills
and knowledge in Internet technologies who can effectively build and manage
their Internet infrastructures.

NEED FOR A COMPREHENSIVE RESOURCE FOR INTERNET INDUSTRY AND INTERNET TECHNOLOGY
PROFESSIONALS. With the rapid change and increasing complexity of Internet
technology and the industries surrounding it, Internet industry and Internet
technology professionals need a comprehensive resource to provide the

29
<PAGE>
most recent Internet news and information as well as tutorials in Internet
technologies. To date, these professionals have relied upon general business and
information technology publishers, software and hardware vendors and training
service providers to stay abreast of the latest Internet industry developments
and Internet technology trends. We believe these traditional resources are
inadequate for Internet professionals for several reasons, including an
inability to provide real-time Internet news and information, training in the
latest Internet technologies and communities focused on specific interests.

Internet industry and Internet technology professionals have developed a
critical need for timely content, community and commerce. These professionals
require a comprehensive resource that provides a broad range of independent,
in-depth and easy-to-access content to keep them up to date in the rapidly
evolving Internet industry. Internet industry and Internet technology
professionals require current information covering Internet business and
technical information, including:

- news;

- analysis;

- tutorials, training and skills development;

- market information about emerging products and technologies;

- buyers' guides and product reviews;

- Internet market research; and

- expert advice.

These professionals also need a focused online community to share information
with one another, work together to find solutions to common problems, learn
about upcoming conferences and other industry events, seek employment and hire
personnel. In addition, Internet industry and Internet technology professionals
are frequently responsible for purchasing Internet technologies for their
companies. In order to make informed purchasing decisions, these professionals
must devote considerable time, effort and financial resources to researching new
Internet technologies. To date, they have had to rely on fragmented and
disparate sources, such as technical books and print magazines, and training
materials provided by service providers and traditional software retailers. None
of these sources has provided a comprehensive and timely solution for Internet
professionals' need for content, community and commerce.

NEED FOR ADVERTISERS AND VENDORS TO REACH INTERNET INDUSTRY AND INTERNET
TECHNOLOGY PROFESSIONALS. Advertisers and vendors have realized that Internet
industry and Internet technology professionals represent a highly attractive
audience and need a medium through which they can reach this audience in a
focused and effective manner. Internet advertising permits advertisers to gather
demographic information and direct messages at targeted groups of users. It also
enables advertisers to measure the effectiveness of their advertising campaigns
and revise them in response to real-time feedback, market factors and current
events. Traditional forms of advertising are not as targeted and do not permit
evaluation of results in as timely and accurate a manner. Because of these
advantages that the Internet offers over traditional advertising media, Internet
advertising is growing rapidly and is projected to experience significant growth
in the future. Forrester Research, Inc. estimates that:

- worldwide Internet advertising will grow from $1.5 billion in 1998
to $10.9 billion in 2002; and

- business-to-business Internet advertising will grow from $290
million in 1998 to $2.6 billion in 2002.

Vendors of goods and services via the Internet benefit from the ability to reach
a global audience and to operate with minimal physical infrastructure, reduced
overhead and greater economies of scale. The

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number of transactions taking place over the Internet is growing rapidly and is
expected to increase as vendors improve Internet-based transaction processing
technology and as consumers become more accustomed to buying online. Forrester
Research estimates that:

- e-commerce will grow from $55 billion in 1998 to $1.1 trillion in
2002; and

- business-to-business e-commerce will grow from $17 billion in 1998
to $327 billion in 2002.

In summary, the evolution and growth of the Internet has created a rapidly
expanding group of Internet professionals with a critical need for timely
content, community and commerce resources to assist them in their daily work and
purchasing decisions. These Internet professionals represent a select, focused
and attractive group of potential purchasers for advertisers and vendors to
target.

THE INTERNET.COM SOLUTION

internet.com is a leading network of integrated business-to-business vertical
content Web sites and related Internet media properties focused solely on the
Internet industry. We provide our community of Internet users, which includes
Internet industry and Internet technology professionals, Web developers and
sophisticated Internet users, with a wide variety of content, community and
commerce products and services that help them more efficiently and effectively
conduct business, perform their jobs and find useful resources on the Internet.
Our solution addresses the needs of three constituencies-- Internet users,
advertisers and vendors.

BENEFITS FOR OUR COMMUNITY OF INTERNET USERS

CONTENT. Our network of Web sites and related Internet media properties provides
a comprehensive source of the latest Internet news and information. Our Web
sites, e-mail newsletters, online discussion forums and moderated e-mail
discussion lists provide access to information, which enables our community of
Internet users to enhance their job performance and use the Internet more
effectively. Our network consists of proprietary content as well as services,
including:

- news;

- analysis;

- tutorials, training and skills development;

- market information about emerging products and technologies;

- buyers' guides and product reviews;

- Internet market research; and

- expert advice.

Unlike traditional media, our Web sites and related Internet media properties
provide our community of Internet users with real-time Internet news and
information. These users can easily search our network of Web sites and related
Internet media properties by using a host of search and navigation tools.

COMMUNITY. Our network of Web sites and related Internet media properties
provides our community of Internet users the ability to discuss and solve
technical problems and share information. We provide various means by which
users can contribute materials and communicate with each other. Users submit and
share source code, object code, development tools and other materials that are
then published and archived on our network. We believe that creating a sense of
community through these services fosters loyalty and affinity among our
community of Internet users and increases the amount of time they spend using
our services. These services include:

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- ONLINE DISCUSSION FORUMS. We offer 54 online discussion forums that
enable users to share information and resources in order to help
each other solve technical problems. We archive these online
discussion forums, creating an online knowledge repository for
future reference.

- MODERATED E-MAIL DISCUSSION LISTS. We offer 52 moderated e-mail
discussion lists and have over 27,000 subscribers to these lists,
which are categorized by focused vertical content areas. These
forums, which enable subscribers to conveniently share information
and resources and solve technical problems, are moderated by
skilled internet.com personnel.

- QUESTION AND ANSWER SERVICES. We offer question and answer services
that enable users to submit technical questions related to the
Internet industry and our content offerings and services. Answers
from skilled internet.com personnel are published online in
searchable formats.

- TECHNICAL JOB LISTINGS. Through SILICONALLEYJOBS.COM and an
agreement with CareerBuilder, Inc. (JOBS.INTERNET.COM), we provide
our community of Internet users with access to Internet industry
and Internet technology job openings. These Web sites can be
searched by job type, salary range and geographic location.

COMMERCE. Our network of Web sites and related Internet media properties
provides our community of Internet users the ability to evaluate, compare and
purchase Internet-related products and services. Our commerce offerings,
produced in cooperation with commerce affiliates, provide access to the
following goods and services:

- software and hardware;

- technical books and training materials;

- Internet research reports;

- employment classifieds;

- opt-in e-mail list brokerage;

- online press release distribution;

- online banking and credit card registration services;

- online travel services; and

- online scheduling.

BENEFITS FOR ADVERTISERS AND VENDORS

We provide advertisers and vendors with focused channels to reach our highly
attractive community of Internet users, many of whom either make or influence
purchasing decisions. We believe that our Internet users represent one of the
world's largest, most targeted and highly influential online communities of
Internet industry and Internet technology professionals, Web developers and
sophisticated Internet users. We believe our advertisers and vendors can enhance
the effectiveness of their advertising by customizing advertisements and placing
them on targeted channels and pages on our network of Web sites and related
Internet media properties. We also provide vendors with a much needed
distribution channel and the ability to focus their marketing efforts cost
effectively.

Our Web sites, e-mail newsletters, online discussion forums and moderated e-mail
discussion lists attract a focused community of business and professional
Internet users, as compared to more broadly focused Web sites. According to a
survey we commissioned from Informative LLC which was conducted

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from August 1998 through February 1999, some key demographics of our community
of Internet users include:

- 83% are involved in purchasing Internet products and services for
their companies and organizations, including hardware, software,
networking and Internet access;

- 67% purchased products online in the six months ended February 28,
1999;

- 53% have Internet technology or information technology job titles;
another 19% are in corporate management;

- the average household income of the group exceeds $65,000 annually;

- 61% are in the desirable 25-44 age group; and

- 72% have at least one college degree.

OUR BUSINESS STRATEGY

INCREASE HIGH-QUALITY CONTENT OFFERINGS AND SERVICES. We will strengthen our
existing content offerings and services by continuing to improve our
comprehensive and timely proprietary content available for our community of
Internet users. Our editorial team, comprised of 26 employees and 50 freelance
contributors as of March 31, 1999, creates considerable proprietary content for
our network of Web sites and related Internet media properties on a daily basis.
In February 1999, our editorial team authored more than 600 news articles
published in InternetNews, over 25 technical tutorials, over 100 product or book
reviews and various other publications. We will continue to identify emerging
topics of interest and then create and aggregate content for those topics
through internal development and acquisitions of additional Web sites and
related Internet media properties.

GROW THROUGH TARGETED ACQUISITIONS. Since July 1995, we have made 30
acquisitions of Web sites and related Internet media properties, including 19
since March 1, 1998. We expect to continue to pursue strategic acquisitions to
strengthen our content, community and commerce offerings. We may also acquire
Internet media properties to obtain valuable brands, expertise or access to new
users, advertisers and vendors. We believe that by acquiring Web sites and
related Internet media properties, we can integrate them into our network and
improve their traffic and revenue results. In addition, we believe that
acquiring Web sites and related Internet media properties generally has
increased the overall traffic on our existing network. We intend to follow our
methodology for identifying, evaluating, acquiring and integrating Web sites and
related Internet media properties, which are complementary to our content,
community and commerce offerings.

INCREASE TRAFFIC AND ENHANCE WORLDWIDE BRAND RECOGNITION. We will continue to
expand the combination of online and offline advertising and promotional
campaigns to enhance the brand recognition of internet.com. We will promote the
internet.com brand as a leading source of integrated business-to-business
vertical content Web sites and related Internet media properties focused solely
on the Internet industry. In addition, we will promote our branded Internet
services, such as Web Developer and The Electronic Commerce Guide, under the
internet.com network through online and offline advertising, strategic alliances
and other promotional activities. Our marketing and branding campaigns are
designed to increase overall brand awareness, which will help drive additional
traffic to our network and create additional revenue opportunities. In turn,
this growth in user traffic should make our network more valuable to advertisers
and vendors. Our marketing and branding campaigns

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<PAGE>
will reinforce to users, advertisers and vendors that the internet.com brand
represents technical competence, comprehensiveness, timeliness and objectivity.

EXPAND REVENUE OPPORTUNITIES. To date, banner advertising from technology
companies has represented substantially all of our revenues. We believe that the
increase in the number of advertising impressions available for sale resulting
from the growth of subscribers to our e-mail newsletters and moderated e-mail
discussion lists will increase advertising revenues from both technology and
non-technology advertisers in the future. We are continuing to develop
additional revenue sources, including e-commerce agreements; content, brand and
software licensing; paid subscription services; seminars; opt-in e-mail list
rentals; and venture capital management. See "--Revenue Opportunities."

INCREASE OUR INTERNATIONAL PRESENCE. The Internet is also rapidly growing
internationally and we intend to utilize our experience to continue to develop
and acquire Web sites and related Internet media properties with an
international focus in order to expand our global presence. We currently have
internet.com country and regional Web sites for Asia, Australia, Canada, Israel
and the United Kingdom. These English language editions are produced by our
employees and freelance contributors in the geographic areas they serve and
provide daily Internet news from the country or region. We also have licensed
the internet.com brand and content for non-English language editions. We are
aggressively seeking opportunities in other countries and regions to produce
additional non-English language editions. We intend to continue to develop and
acquire English and non-English language Web sites and related Internet media
properties to increase our global presence.

REVENUE OPPORTUNITIES

Substantially all of our revenues have been derived from banner advertising by
technology companies. We intend, however, to pursue additional forms of
advertising, as well as other revenue sources, in order to expand and diversify
our future revenue streams.

ADVERTISING. To date, our advertising revenues have been primarily generated
from technology companies advertising on our Web sites and online discussion
forums. With the growth in subscribers to our e-mail newsletters and moderated
e-mail discussion lists, these media properties are also expected to contribute
to increased advertising revenues in the future. We also believe that
non-technology advertisers will be enticed by the attractive demographics of our
community of Internet users.

E-COMMERCE AGREEMENTS. We have entered into agreements with a number of
e-commerce affiliates, which generally include a fixed fee for advertising as
well as revenue sharing for sales made by the affiliates as a result of links
from our network. E-commerce affiliate agreements typically are a minimum of six
months in duration. Our current e-commerce affiliates include:

<TABLE>
<S> <C> <C> <C>
- - Biztravel.com, Inc. - FatBrain.com, Inc. (formerly Computer Literacy, Inc.)

- - CareerBuilder, Inc. - Hewlett-Packard Company

- - CompuBank, N.A. - Internet Wire Inc.

- - Digital River, Inc. - NetCreations, Inc.
</TABLE>

LICENSING AGREEMENTS. We license our editorial content and brands to third
parties for fixed fees and royalties. We also provide access to limited versions
of our editorial content on a royalty-free basis to others, to promote our
brands and generate traffic. We have paid licensing arrangements with America
Online, Inc., Ziff-Davis Inc., One Galaxy Solution, Inc., Upside Media Inc.'s
UPSIDE MAGAZINE and MBNA America Bank, N.A., among others. We also license our
editorial content and brands in exchange for promotional consideration to
various Web sites, including YAHOO.COM and SNAP.COM.

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We license selected portions of our editorial content to print publishers. In
March 1999, we entered into an agreement with the Los Angeles Times Syndicate
International to license our editorial content to print periodicals. We also
license one-time rights to reprint individual articles, online or in print, to
third parties through licensing of reprints and copyright permission requests.
We have licensed our ISDEX, The Internet Stock Index, to the Kansas City Board
of Trade for the creation of futures and futures options contracts which are
expected to be traded on this exchange. We also offer our proprietary software
for license to third parties that offer services that are similar to, but do not
compete with, internet.com. For example, our NewsLinx software provides a highly
efficient and cost-effective means by which Internet content publishers can
abstract and aggregate news and information for any vertical subject area.

PAID SUBSCRIPTION SERVICES. We currently publish three paid e-mail subscription
publications, Internet Stock Report's Hotwatch, Internet StockTracker and
SearchEngineWatch, which have a combined total of more than 8,000 paying
subscribers. We believe that certain of our other content areas attract
audiences with specialized interests that would pay subscription fees for unique
proprietary content and we will launch additional paid subscription services
when appropriate. In particular, we anticipate launching additional paid
subscription services in our Internet Stock, Internet Marketing and Web
Developer Channels.

SEMINARS. As a result of recent acquisitions, we plan to offer offline seminars
focused on several Internet-specific topics which are of interest to our
community of Internet users. We are able to efficiently promote these seminars
through our Web sites and related Internet media properties. We anticipate
generating revenues from attendee registrations as well as from advertiser and
vendor sponsorships.

OPT-IN E-MAIL LIST RENTALS. We currently offer for rental our opt-in e-mail list
names relating to 25 Internet-specific topics. Members of our community of
Internet users volunteer, or "opt in," to be included on these lists to receive
e-mail product offerings and information relevant to their Internet interests.
Subscribers to these opt-in e-mail lists receive e-mail announcements of special
offers relating to each topic subscribed.

VENTURE FUND MANAGEMENT. We are the portfolio manager of internet.com Venture
Fund I LLC, a $5.0 million venture fund formed in April 1999, that will invest
in early-stage content-based Internet properties that are not competitive with
internet.com. We anticipate that these investments may generate revenue and
promotional opportunities. We earn management fees for the day to day operation
and general management of the fund. We also earn a percentage of the realized
gains on investments made by this fund. We committed to invest $600,000 in this
fund at its inception. See "Certain Transactions--Venture Capital Fund."

CONTENT OFFERINGS AND SERVICES

We offer a broad range of content offerings and services to serve the needs of
our community of Internet users for content, community and commerce, as well as
the needs of advertisers and vendors in targeting our community of Internet
users. internet.com consists of nine integrated business-to-business vertical
content channels that contain 53 Web sites, 32 e-mail newsletters, 54 online
discussion forums and 52 moderated e-mail discussion lists focused solely on the
Internet industry:

- INTERNETNEWS CHANNEL--Provides real-time coverage of Internet
industry news events from around the world. Our staff of over 25
analysts and journalists file approximately 25 original items daily
in the following vertical Internet news categories: business,
finance, Internet service provider, or ISP, Web developer,
E-commerce, Internet advertising and Internet stocks. We enhance
our original coverage of Internet industry

35
<PAGE>
news events through agreements with Reuters NewMedia Inc. and USA
TODAY to carry selected Internet news items.

- INTERNET TECHNOLOGY CHANNEL--Provides access to Internet news,
analyses, tutorials, reviews and resource guides to help our users
integrate evolving Internet technologies. Internet media properties
in the Internet Technology Channel cover many topics, including
Microsoft Active Server Pages, corporate intranet implementation,
Web servers and Internet technology products.

- WEB DEVELOPER CHANNEL--Provides our users who are responsible for
building and maintaining Web sites with communication services and
the latest information and trends for Web site development. We
provide tutorials, applets and script downloads and online resource
directories to Web developers. In addition, we provide community-
building resources through online discussion forums, frequently
asked questions and moderated e-mail discussion lists.

- INTERNET MARKETING CHANNEL--Provides Internet marketers with
information resources, market research and various sales and
marketing techniques. This channel includes tutorials for gaining
better placement in search engines, summaries of the latest
Internet market research and information about Internet advertising
and promotion.

- INTERNET RESOURCES CHANNEL--Provides access to Internet job
listings, an online dictionary of Internet and technology terms,
subscription services to our e-mail newsletters, information about
Internet industry events including Internet World and ISPCON trade
shows and various other Internet resources.

- ISP RESOURCES CHANNEL--Provides information for professionals in
the ISP industry, including the online edition of BOARDWATCH
magazine, and ISP-Lists, a collection of 38 e-mail discussion lists
used by more than 27,000 professionals in the ISP industry to
communicate with their colleagues. This channel also provides
sophisticated Internet users with information about Internet access
through THE LIST: THE DEFINITIVE ISP BUYER'S GUIDE.

- INTERNET STOCKS CHANNEL--Provides stock and financial news,
information and analysis about Internet companies. This channel
includes the Internet Stock Report, which includes daily analysis
of Internet stocks; ISDEX, The Internet Stock Index, a proprietary
index of 50 publicly traded Internet stocks; InternetStockList, a
directory of publicly traded Internet companies; IPO Watch, a
directory of Internet companies which have filed to go public; and
IPODEX, a directory of Internet companies which have recently gone
public.

- INTERNATIONAL CHANNEL--Provides Internet news and information for
specific countries or regions, including Asia, Australia, Canada,
Israel, the Middle East and the United Kingdom.

- DOWNLOAD CHANNEL--Helps sophisticated Internet users evaluate and
retrieve freeware and shareware software in a variety of
categories, including business, developer, utilities, multimedia
and games.

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INTERNET.COM WEB SITES AND RELATED INTERNET MEDIA PROPERTIES

In addition to our 53 Web sites, the Internet media properties presented on
these channels include 32 e-mail newsletters, which are periodical publications
delivered by electronic mail; 54 online discussion forums, which are electronic
message centers where members of specific interest groups review messages left
by others and leave their own messages; and 52 moderated e-mail discussion
lists, which are similar to online discussion forums, except that members'
messages are transmitted and received by e-mail broadcast. These Web sites and
related Internet media properties consist of the following:
<TABLE>
<CAPTION>
ONLINE E-MAIL
E-MAIL DISCUS- DISCUS-
INTERNET WEB NEWS- SION SION
MEDIA PROPERTY DESCRIPTION SITE LETTERS FORUMS LISTS
- ------------------------------ ---------------------------------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>

<CAPTION>
INTERNETNEWS CHANNEL
<S> <C> <C> <C> <C> <C>
internetnews Real-time, global coverage of Internet
WWW.INTERNETNEWS.COM industry news and analysis reported by our
staff covering business, finance, ISP, Web
development, e-commerce, advertising, stocks
and international news
NewsLinx Provides continuous updates of Internet news
WWW.NEWSLINX.COM headlines with links to the related articles
from leading news Web sites
atnewyork Provides news and analysis for the New York
WWW.ATNEWYORK.COM City Internet industry
internetnews radio Daily audio Internet news broadcast
STREAM.INTERNET.COM
<CAPTION>

INTERNET TECHNOLOGY CHANNEL
<S> <C> <C> <C> <C> <C>
The Electronic Commerce Guide News, tutorials, reviews and opinions for
E-COMM.INTERNET.COM e-commerce professionals
<CAPTION>
<S> <C> <C> <C> <C> <C>
ServerWatch Reviews of Web server hardware and software
WWW.SERVERWATCH.COM
<CAPTION>
<S> <C> <C> <C> <C> <C>
Internet ProductWatch Searchable directory of commercial Internet
WWW.PRODUCTWATCH.COM product listings
<CAPTION>
<S> <C> <C> <C> <C> <C>
15 seconds Tutorials, discussion lists and newsletters
WWW.15SECONDS.COM for Microsoft Active Server Pages developers
<CAPTION>
<S> <C> <C> <C> <C> <C>
AllNet Devices News and reviews of devices that perform
WWW.ALLNETDEVICES.COM specialized Internet and intranet tasks
<CAPTION>
<S> <C> <C> <C> <C> <C>
BotSpot Directory of information and resources about
WWW.BOTSPOT.COM automated Internet data retrieval
<CAPTION>
<S> <C> <C> <C> <C> <C>
WebServer Compare Directory of Web servers listing technical
WWW.WEBSERVERCOMPARE.COM specifications
<CAPTION>
<S> <C> <C> <C> <C> <C>
Intranet Design Magazine Tutorials and product reviews for intranet
IDM.INTERNET.COM managers
<CAPTION>
<S> <C> <C> <C> <C> <C>
The Web Design List Directory of more than 1,000 Web design firms
DESIGNLIST.INTERNET.COM
<CAPTION>
<S> <C> <C> <C> <C> <C>
Swynk News and information for system administrators
WWW.SWYNK.COM
<CAPTION>
<S> <C> <C> <C> <C> <C>
Internet Technology Forums Discussion forums about Internet technology
FORUMS.INTERNET.COM topics
<CAPTION>
<S> <C> <C> <C> <C> <C>
Internet World Archives of Internet World newspaper
WWW.IW.COM
<CAPTION>

<CAPTION>
ACQUIRED,
INTERNALLY
INTERNET DEVELOPED
MEDIA PROPERTY OR LICENSED
- ------------------------------ -----------
<S> <C>
INTERNETNEWS CHANNEL
<S> <C>
internetnews Internally
WWW.INTERNETNEWS.COM Developed

NewsLinx Acquired
WWW.NEWSLINX.COM 11/98

atnewyork Acquired
WWW.ATNEWYORK.COM 4/99
internetnews radio Internally
STREAM.INTERNET.COM Developed
INTERNET TECHNOLOGY CHANNEL
<S> <C>
The Electronic Commerce Guide Acquired
E-COMM.INTERNET.COM 11/95
<S> <C>
ServerWatch Acquired
WWW.SERVERWATCH.COM 7/96
<S> <C>
Internet ProductWatch Acquired
WWW.PRODUCTWATCH.COM 1/96
<S> <C>
15 seconds Acquired
WWW.15SECONDS.COM 12/98
<S> <C>
AllNet Devices Internally
WWW.ALLNETDEVICES.COM Developed
<S> <C>
BotSpot Acquired
WWW.BOTSPOT.COM 1/99
<S> <C>
WebServer Compare Acquired
WWW.WEBSERVERCOMPARE.COM 7/96
<S> <C>
Intranet Design Magazine Acquired
IDM.INTERNET.COM 9/98
<S> <C>
The Web Design List Internally
DESIGNLIST.INTERNET.COM Developed
<S> <C>
Swynk Acquired
WWW.SWYNK.COM 4/99
<S> <C>
Internet Technology Forums Internally
FORUMS.INTERNET.COM Developed
<S> <C>
Internet World Licensed
WWW.IW.COM
</TABLE>

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<TABLE>
<CAPTION>
ONLINE E-MAIL
E-MAIL DISCUS- DISCUS-
INTERNET WEB NEWS- SION SION
MEDIA PROPERTY DESCRIPTION SITE LETTERS FORUMS LISTS
- ------------------------------ ---------------------------------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
<CAPTION>
WEB DEVELOPER CHANNEL
<S> <C> <C> <C> <C> <C>
WebDeveloper News, reviews and tutorials for Web developers
WWW.WEBDEVELOPER.COM
<CAPTION>
<S> <C> <C> <C> <C> <C>
WebReference Tutorials, technical information and reviews
WWW.WEBREFERENCE.COM for Web developers
<CAPTION>
<S> <C> <C> <C> <C> <C>
Web Developer's Virtual Tutorials and technical information for Web
Library developers
WWW.WDVL.COM
<CAPTION>
<S> <C> <C> <C> <C> <C>
BrowserWatch News and information for technical
WWW.BROWSERWATCH.COM professionals about Web browsers
<CAPTION>
<S> <C> <C> <C> <C> <C>
StreamingMediaWorld Tutorials and information resources for
WWW.STREAMINGMEDIAWORLD.COM streaming media developers
<CAPTION>
<S> <C> <C> <C> <C> <C>
JustSMIL Tutorials, information resources and forums
WWW.JUSTSMIL.COM for streaming media developers
<CAPTION>
<S> <C> <C> <C> <C> <C>
Java Boutique Collection of over 360 Java applets available
WWW.JAVABOUTIQUE.COM for download
<CAPTION>
<S> <C> <C> <C> <C> <C>
The JavascriptSource Collection of over 300 Javascripts available
WWW.JAVASCRIPTSOURCE.COM for download
<CAPTION>
<S> <C> <C> <C> <C> <C>
ScriptSearch Links to more than 5,000 C++, PERL, VBScript
WWW.SCRIPTSEARCH.COM and other programs online
<CAPTION>
<S> <C> <C> <C> <C> <C>
Web Developer Forums Discussion forums about Web development topics
FORUMS.INTERNET.COM
<CAPTION>

INTERNET MARKETING CHANNEL
<S> <C> <C> <C> <C> <C>
SearchEngineWatch How-to site for Internet marketers and users
WWW.SEARCHENGINEWATCH.COM about search engine operations
<CAPTION>
<S> <C> <C> <C> <C> <C>
CyberAtlas Searchable repository of Internet-related
WWW.CYBERATLAS.COM research abstracts
<CAPTION>
<S> <C> <C> <C> <C> <C>
Internet Day Daily tutorial for Internet marketers and
WWW.INTERNETDAY.COM professionals
<CAPTION>
<S> <C> <C> <C> <C> <C>
Internet Advertising Report Highlights top Internet marketing and
WWW.INTERNETNEWS.COM/IAR advertising news and events
<CAPTION>
<S> <C> <C> <C> <C> <C>
Ad Resource Collection of Internet advertising resources
WWW.ADRESOURCE.COM for Internet marketers
<CAPTION>
<S> <C> <C> <C> <C> <C>
Refer-It Directory of Web site affiliate, referral and
WWW.REFER-IT.COM revenue sharing programs
<CAPTION>
<S> <C> <C> <C> <C> <C>
AllNetResearch Directory of Internet industry research
WWW.ALLNETRESEARCH.COM reports available for online purchase
<CAPTION>
<S> <C> <C> <C> <C> <C>
Internet Marketing Forums Discussion forums about Internet marketing
FORUMS.INTERNET.COM topics
<CAPTION>
<S> <C> <C> <C> <C> <C>

INTERNET RESOURCES CHANNEL
<CAPTION>
<S> <C> <C> <C> <C> <C>

Webopedia Dictionary and search engine containing more
WWW.WEBOPEDIA.COM than 7,500 Internet and technology definitions
and terms
<CAPTION>
<S> <C> <C> <C> <C> <C>
Internet Radio List Directory of Internet radio stations
WWW.INTERNETRADIOLIST.COM
<CAPTION>
<S> <C> <C> <C> <C> <C>
CoolCentral Recommendations for useful and entertaining
WWW.COOLCENTRAL.COM Web sites
<CAPTION>
<S> <C> <C> <C> <C> <C>
InternetShopper Directory of shopping Web sites listed by
WWW.INTERNETSHOPPER.COM category, daily listings of free and
discounted items available online and an
Internet shopping agent
<CAPTION>
<S> <C> <C> <C> <C> <C>
Internet Jobs Provides searchable access to Internet
JOBS.INTERNET.COM industry and Internet technology job openings
<CAPTION>
<S> <C> <C> <C> <C> <C>
silicon alley Jobs Provides searchable access to Internet
WWW.SILICONALLEYJOBS.COM industry and Internet technology job openings
<CAPTION>
<S> <C> <C> <C> <C> <C>
Internet Forums Directory of online discussion forums about a
FORUMS.INTERNET.COM variety of Internet topics
<CAPTION>
<S> <C> <C> <C> <C> <C>
Events.internet.com Information about Internet World and ISPCON
EVENTS.INTERNET.COM trade shows
<CAPTION>

<CAPTION>
ACQUIRED,
INTERNALLY
INTERNET DEVELOPED
MEDIA PROPERTY OR LICENSED
- ------------------------------ -----------
<S> <C>
WEB DEVELOPER CHANNEL
<S> <C>
WebDeveloper Internally
WWW.WEBDEVELOPER.COM Developed
<S> <C>
WebReference Acquired
WWW.WEBREFERENCE.COM 11/97
<S> <C>
Web Developer's Virtual Acquired
Library 3/98
WWW.WDVL.COM
<S> <C>
BrowserWatch Acquired
WWW.BROWSERWATCH.COM 5/96
<S> <C>
StreamingMediaWorld Internally
WWW.STREAMINGMEDIAWORLD.COM Developed
<S> <C>
JustSMIL Acquired
WWW.JUSTSMIL.COM 11/98
<S> <C>
Java Boutique Acquired
WWW.JAVABOUTIQUE.COM 5/97
<S> <C>
The JavascriptSource Acquired
WWW.JAVASCRIPTSOURCE.COM 7/98
<S> <C>
ScriptSearch Acquired
WWW.SCRIPTSEARCH.COM 9/98
<S> <C>
Web Developer Forums Internally
FORUMS.INTERNET.COM Developed
INTERNET MARKETING CHANNEL
<S> <C>
SearchEngineWatch Acquired
WWW.SEARCHENGINEWATCH.COM 11/97
<S> <C>
CyberAtlas Acquired
WWW.CYBERATLAS.COM 8/98
<S> <C>
Internet Day Acquired
WWW.INTERNETDAY.COM 11/98
<S> <C>
Internet Advertising Report Internally
WWW.INTERNETNEWS.COM/IAR Developed
<S> <C>
Ad Resource Acquired
WWW.ADRESOURCE.COM 12/98
<S> <C>
Refer-It Acquired
WWW.REFER-IT.COM 4/99
<S> <C>
AllNetResearch Internally
WWW.ALLNETRESEARCH.COM Developed
<S> <C>
Internet Marketing Forums Internally
FORUMS.INTERNET.COM Developed
<S> <C>
INTERNET RESOURCES CHANNEL
<S> <C>
Webopedia Acquired
WWW.WEBOPEDIA.COM 3/98

<S> <C>
Internet Radio List Internally
WWW.INTERNETRADIOLIST.COM Developed
<S> <C>
CoolCentral Acquired
WWW.COOLCENTRAL.COM 11/97
<S> <C>
InternetShopper Internally
WWW.INTERNETSHOPPER.COM Developed

<S> <C>
Internet Jobs Internally
JOBS.INTERNET.COM Developed
<S> <C>
silicon alley Jobs Acquired
WWW.SILICONALLEYJOBS.COM 4/99
<S> <C>
Internet Forums Internally
FORUMS.INTERNET.COM Developed
<S> <C>
Events.internet.com Internally
EVENTS.INTERNET.COM Developed
</TABLE>

38
<PAGE>
<TABLE>
<CAPTION>
ONLINE E-MAIL
E-MAIL DISCUS- DISCUS-
INTERNET WEB NEWS- SION SION
MEDIA PROPERTY DESCRIPTION SITE LETTERS FORUMS LISTS
- ------------------------------ ---------------------------------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
<CAPTION>
ISP RESOURCES CHANNEL
<S> <C> <C> <C> <C> <C>
ISP-Lists E-mail discussion lists and Web sites serving
WWW.ISP-LISTS.COM ISP industry professionals
<CAPTION>
<S> <C> <C> <C> <C> <C>
The List Buyer's guide containing terms of service for
WWW.THELIST.COM more than 6,700 Internet Service Providers
worldwide
<CAPTION>
<S> <C> <C> <C> <C> <C>
ISP News Real-time, global coverage of Internet Service
WWW.INTERNETNEWS.COM/ISP-NEWS Provider industry news
<CAPTION>
<S> <C> <C> <C> <C> <C>
Boardwatch Archives of Boardwatch magazine
WWW.BOARDWATCH.COM
<CAPTION>
<S> <C> <C> <C> <C> <C>
ISPCON Information site for ISPCON events
WWW.ISPCON.COM
<CAPTION>
<S> <C> <C> <C> <C> <C>
Directory of Internet Service Directory of Internet Service Providers
Providers
BOARDWATCH.INTERNET.COM/ISP
<CAPTION>

INTERNET STOCKS CHANNEL
<S> <C> <C> <C> <C> <C>
Internet Stock Report Intraday analysis of Internet stocks
WWW.INTERNETNEWS.COM/STOCKS
<CAPTION>
<S> <C> <C> <C> <C> <C>
ISDEX, The Internet Stock Proprietary index of 50 publicly traded
Index Internet stocks
WWW.ISDEX.COM
<CAPTION>
<S> <C> <C> <C> <C> <C>
InternetStockList Directory of publicly traded Internet
WWW.INTERNETNEWS.COM/STOCKS/LIST companies, including related news, information
and analysis
<CAPTION>
<S> <C> <C> <C> <C> <C>
IPO Watch Directory of Internet companies that have
WWW.INTERNETNEWS.COM/STOCKS/IPO filed to go public, including related news,
information and analysis
<CAPTION>
<S> <C> <C> <C> <C> <C>
IPODEX Directory of Internet companies that have
WWW.INTERNETNEWS.COM/STOCKS/ recently gone public
IPODEX
<CAPTION>
<S> <C> <C> <C> <C> <C>
Internet Stock Forums Discussion forums about Internet stocks and
FORUMS.INTERNET.COM investing
<CAPTION>

INTERNATIONAL CHANNEL
<S> <C> <C> <C> <C> <C>
Arabia Daily Internet news and information about the
ARABIA.INTERNET.COM Middle East
<CAPTION>
<S> <C> <C> <C> <C> <C>
Asia Daily Internet news and information about Asia
ASIA.INTERNET.COM
<CAPTION>
<S> <C> <C> <C> <C> <C>
Australia Daily Internet news and information about
AUSTRALIA.INTERNET.COM Australia
<CAPTION>
<S> <C> <C> <C> <C> <C>
Canada Daily Internet news and information about
CANADA.INTERNET.COM Canada
<CAPTION>
<S> <C> <C> <C> <C> <C>
Israel Daily Internet news and information about
ISRAEL.INTERNET.COM Israel
<CAPTION>
<S> <C> <C> <C> <C> <C>
United Kingdom Daily Internet news and information about the
UK.INTERNET.COM United Kingdom
<CAPTION>

DOWNLOAD CHANNEL
<S> <C> <C> <C> <C> <C>
Jumbo! Software Web site with over 300,000 programs
WWW.JUMBO.COM available for download
<CAPTION>
<S> <C> <C> <C> <C> <C>
CWSApps Reviews and downloads for Microsoft Windows-
WWW.CWSAPPS.COM based Internet software
<CAPTION>
<S> <C> <C> <C> <C> <C>
NewApps Links to new software programs available for
WWW.NEWAPPS.COM download
<CAPTION>

<CAPTION>
ACQUIRED,
INTERNALLY
INTERNET DEVELOPED
MEDIA PROPERTY OR LICENSED
- ------------------------------ -----------
<S> <C>
ISP RESOURCES CHANNEL
<S> <C>
ISP-Lists Acquired
WWW.ISP-LISTS.COM 10/98
<S> <C>
The List Acquired
WWW.THELIST.COM 8/95
<S> <C>
ISP News Internally
WWW.INTERNETNEWS.COM/ISP-NEWS Developed
<S> <C>
Boardwatch Licensed
WWW.BOARDWATCH.COM
<S> <C>
ISPCON Licensed
WWW.ISPCON.COM
<S> <C>
Directory of Internet Service Licensed
Providers
BOARDWATCH.INTERNET.COM/ISP
INTERNET STOCKS CHANNEL
<S> <C>
Internet Stock Report Internally
WWW.INTERNETNEWS.COM/STOCKS Developed
<S> <C>
ISDEX, The Internet Stock Internally
Index Developed
WWW.ISDEX.COM
<S> <C>
InternetStockList Internally
WWW.INTERNETNEWS.COM/STOCKS/LI Developed
<S> <C>
IPO Watch Internally
WWW.INTERNETNEWS.COM/STOCKS/IP Developed
<S> <C>
IPODEX Internally
WWW.INTERNETNEWS.COM/STOCKS/ Developed
IPODEX
<S> <C>
Internet Stock Forums Internally
FORUMS.INTERNET.COM Developed
INTERNATIONAL CHANNEL
<S> <C>
Arabia Licensed
ARABIA.INTERNET.COM
<S> <C>
Asia Internally
ASIA.INTERNET.COM Developed
<S> <C>
Australia Internally
AUSTRALIA.INTERNET.COM Developed
<S> <C>
Canada Internally
CANADA.INTERNET.COM Developed
<S> <C>
Israel Internally
ISRAEL.INTERNET.COM Developed
<S> <C>
United Kingdom Internally
UK.INTERNET.COM Developed
DOWNLOAD CHANNEL
<S> <C>
Jumbo! Acquired
WWW.JUMBO.COM 11/98
<S> <C>
CWSApps Acquired
WWW.CWSAPPS.COM 12/96
<S> <C>
NewApps Acquired
WWW.NEWAPPS.COM 11/98
</TABLE>

Penton Media has licensed the online publishing rights for its INTERNET WORLD,
BOARDWATCH and DIRECTORY OF INTERNET SERVICE PROVIDERS print publications, as
well as information about its Internet World and ISPCON trade shows, to
internet.com. See "Certain Transactions--Services Agreement."

39
<PAGE>
SELECTED CASE STUDIES

INTERNETNEWS.COM. We created internetnews.com in November 1995. internetnews.com
publishes, on a real-time basis throughout each business day, approximately 25
original Internet news items which are produced by our staff of over 25 editors,
freelance contributors and analysts, and supplemented by content from Reuters
NewMedia Inc. and USA TODAY. The editorial philosophy of internetnews.com is to
provide members of our community of Internet users with current Internet
industry information. Monthly page views for internetnews.com increased 275%
from 746,000 in March 1998 to approximately 2.8 million in March 1999.

WEBDEVELOPER.COM. We launched WebDeveloper.com as a print publication with a
companion Web site in September 1995. In May 1997, Web Developer.com was
reconstituted as an exclusively online resource. WebDeveloper.com provides news,
software and book reviews, tutorials, and question and answer features for Web
developers. WebDeveloper.com appeals to professionals who are responsible for
building and maintaining Web sites. WebDeveloper.com also provides links to
other resources, many of which are within our network, containing reference
information on Web development topics. Monthly page views for WebDeveloper.com
increased 203% from 288,000 in March 1998 to 873,000 in March 1999.

THE LIST--"THE DEFINITIVE ISP BUYER'S GUIDE". We acquired The List in August
1995 and have continued to enhance its content offerings and services, making
The List a leading directory of ISPs on the Internet. The List currently
provides access to information detailing the service offerings and rates of
6,700 ISPs in more than 200 countries worldwide. The List is based on a
contributory system that allows ISPs to enter information about rates and
services offered. The List offers ISPs a targeted method of acquiring
subscribers through sponsoring or providing advertising on specific pages
corresponding to area codes in which they provide service, allowing them to
effectively reach potential customers. In April 1999, we launched a program of
selling enhanced listings and sponsorships that allows ISPs to add their logos
to The List and more effectively target new customers. Monthly page views for
The List increased 69% from approximately 1.3 million in March 1998 to
approximately 2.2 million in March 1999.

SEARCHENGINEWATCH. We acquired SearchEngineWatch in November 1997.
SearchEngineWatch serves two audiences: marketers who want to have their
companies' Web sites listed prominently in search engines and sophisticated
Internet users who want to make informed selections when choosing a search
engine to use. In addition to advertising and sponsorship revenue,
SearchEngineWatch offers a paid subscription newsletter on its Web site. Since
acquiring and integrating SearchEngineWatch into our network in November 1997,
we have rapidly increased the number of paid subscribers while at the same time
increasing the annual subscription rate for this service from $19 to $44.
Monthly page views for SearchEngineWatch increased 109% from 573,000 in March
1998 to approximately 1.2 million in March 1999.

EDITORIAL

We maintain editorial offices in Westport, Connecticut; New York, New York;
Lexington, Kentucky; and Ann Arbor, Michigan. In addition, editorial personnel
work from home offices throughout the United States and in Hong Kong. Freelance
contributors and analysts are also located both domestically and in 13 countries
worldwide.

Our editorial team, comprised of 26 employees and 50 freelance contributors as
of March 31, 1999, creates considerable proprietary content each month. For
example, in February 1999, our editorial team:

40
<PAGE>
- authored more than 600 news articles published in InternetNews;

- authored more than 25 technical tutorials;

- authored more than 60 market analysis reports;

- reviewed more than 100 products and books;

- created more than 200 editions of 27 separate e-mail newsletters;

- moderated 43 e-mail discussion lists and 14 online discussion
forums;

- catalogued and evaluated more than 1,700 software programs; and

- maintained more than 10,000 directory listings of Internet-related
products, services and companies.

In addition, our editorial staff also maintains an online dictionary,
WWW.WEBOPEDIA.COM, of 7,500 Internet and technology terms, writes question and
answer columns and creates directories of scripts for major Internet
technologies. We also have an exclusive agreement to serve as the Internet
publisher of Penton Media's INTERNET WORLD, BOARDWATCH and DIRECTORY OF INTERNET
SERVICE PROVIDERS print publications, as well as information about Penton
Media's Internet World and ISPCON trade shows. See "Certain
Transactions--Services Agreement."

MARKETING AND SALES

MARKETING. We employ a combination of online and offline advertising and
promotional campaigns to promote our content offerings and services to our
community of Internet users, advertisers and vendors. User advertising includes
cross-promotion on our Web sites and related Internet media products,
advertising in trade publications and at trade shows and promotional links from
Web sites that attract demographically similar audiences. We believe that this
strategy maintains the high quality and unique focus of our community of
Internet users. We have participated in various Internet industry events,
including Internet World and ISPCON trade shows. We have also used print
advertising, which has appeared in INTERNET WORLD, BOARDWATCH, UPSIDE, INTERNET
WEEK, DATA COMMUNICATIONS, TELE.COM, SILICON ALLEY REPORTER and ADWEEK, among
other publications.

Our marketing efforts are directed largely at acquiring advertising clients and
commerce affiliates. We principally use offline and online advertising, direct
mail and event sponsorships for customer acquisition. ADVERTISING AGE, ADWEEK,
MARKETING COMPUTERS, CLICKZ, CHANNELSEVEN.COM and the ONLINE ADVERTISING
DISCUSSION LIST are among the venues used to deliver our promotional messages.
In addition, we have a strategic agreement with Penton Media, a significant
investor in internet.com, which provides for an exchange of services to be
provided by each party. This agreement expires on November 23, 2001 and is
automatically renewable for subsequent three year terms unless terminated by
either party.

Services provided by Penton Media to us under this agreement include the
following:

- one full-page advertisement at no charge in each issue of INTERNET
WORLD newspaper and BOARDWATCH magazine;

- exhibit and sales office space at no charge for each U.S. Internet
World and ISPCON trade show; and

- prominent listing as a sponsor in all promotional materials and for
appropriate conference tracks, as well as prominent hanging media
banners for Internet World and ISPCON trade shows.

41
<PAGE>
Services we provide to Penton Media under this agreement include the following:

- Web site archives of INTERNET WORLD and BOARDWATCH print
publications and information about Internet World and ISPCON trade
shows and conferences; and

- a minimum of 2.3 million advertising impressions each month on our
network of Web sites and related Internet media properties.

ADVERTISING SALES. We believe that we have been able to obtain revenue from
advertising on our Web sites and online discussion forums because we enable
clients to efficiently and effectively reach targeted segments of the Internet
community. Based on a survey we commissioned which was conducted from August
1998 through February 1999, 83% of our community of Internet users report that
they either make or influence purchasing decisions. We believe that targeting
this influential audience allows us to sell advertising space at rates that are
higher than the average rates charged by online services aimed at more general
audiences. Based upon publicly available banner advertisement rate cards, we
believe that our actual rates are approximately 1.4 to 4.0 times higher than the
published rates of Go2Net, Inc., Netscape Communications Corp., Yahoo! Inc. and
Infoseek Corporation as of April 1999, which we believe to be a representative
group of Internet-based services aimed at more general audiences.

We also offer advertisers the opportunity to advertise on our e-mail newsletters
and moderated e-mail discussion lists. In March 1999, we distributed 7,000,000
copies of 27 separate e-mail newsletters to over 590,000 subscribers. We also
distributed 8,590,000 messages to more than 27,000 moderated e-mail discussion
list subscribers.

Our sales force is organized by geographic regions as follows: New England, New
York Metro, Mid-Atlantic/Southeast, Midwest, West, Canada, Europe and Israel.

During the year ended December 31, 1998, 226 unique advertisers placed
advertisements on our network, an increase of 63% over the year ended December
31, 1997. For the three months ended December 31, 1998, our largest advertiser
accounted for 22% of our revenues, and our top 20 advertisers together accounted
for 61% of our revenues during the same period. The following is a partial list
of our advertisers during the three months ended December 31, 1998:

Allaire Corporation
Apple Computer, Inc.
Biztravel.com, Inc.
Concentric Network Corporation
Critical Path, Inc.
Dell Computer Corporation
Digital River, Inc.
GoTo.com, Inc.
Hewlett-Packard Company
International Business Machines
Corporation
Lucent Technologies Inc.
Macromedia Inc.
Microsoft Corporation
Northern Telecom Limited
Oracle Corporation
OrderTrust LLC
Transarc Corporation
Unisys Corporation
Vignette Corporation
WebTrends Corporation

E-COMMERCE SALES, LICENSING AND BUSINESS DEVELOPMENT. We offer e-commerce,
licensing and other business development arrangements to maximize the potential
of our proprietary content and community of Internet users. We identify
potential e-commerce affiliates, licensees and other potential business
development opportunities and generally enter into contracts of six to 12
months' duration. E-commerce affiliate agreements generally include a fixed fee
for advertising as well as revenue sharing for sales made by the affiliates as a
result of links from our network. These activities are conducted by a staff of
three employees separate from our advertising sales force.

42
<PAGE>
Licensing arrangements allow third parties to reproduce our editorial content
and brands either for print or online use. We are typically paid per-use in the
case of book and print rights, including reprints of articles published on our
network of Web sites and related Internet media properties, and monthly in cases
where our editorial content is published in electronic form. We also offer our
proprietary software for license to third parties that offer services that are
similar to, but do not compete with, internet.com.

COMPETITION

We believe we compete on the basis of our brand recognition and our proprietary
content offerings and services focused solely on the Internet industry. We
believe that we are differentiated relative to our competitors due to our
vertical focus of providing content, community and commerce to Internet industry
and Internet technology professionals, Web developers and sophisticated Internet
users.

The market for Internet-based services is relatively new, intensely competitive
and rapidly changing. Since the advent of commercial services on the Internet,
the number of online services competing for users' attention and spending has
proliferated. We expect that competition will continue to intensify. We compete
with other companies which direct a portion of their overall Web content at the
Internet professional community, such as Ziff-Davis Inc.'s ZDNet, C/NET, CMP
Media Inc., EarthWeb Inc. and Wired Digital Inc. We also compete for circulation
and advertising impressions with general interest portal and destination Web
sites as well as traditional media.

Many of our current and potential competitors have longer operating histories,
larger customer bases, greater brand recognition and significantly greater
financial, marketing and other resources than we have. These competitors may be
able to respond more quickly to new or emerging technologies and changes in
customer requirements and to devote greater resources to the development,
promotion and sale of their products and services than we can. The number of
companies competing for the attention and spending of our community of Internet
users has increased and we expect it to continue to increase. See "--Industry
Overview" and "Risk Factors--We face intense competition."

TECHNOLOGY AND OPERATIONS

We have developed an expandable operations infrastructure using open standard
hardware and software systems. We make our Web sites and related Internet media
properties available using multiple Sun Microsystems, Inc. and Wintel-based
servers that run on Sun Solaris and Microsoft NT operating systems. We license
software from the following parties, among others: Web and e-mail servers from
Netscape; Web and database servers from Microsoft Corporation; an advertising
management system from NetGravity, Inc.; a content management system from
Vignette Corporation; a log and traffic analysis system from net.Genesis Corp.;
a streaming media server from RealNetworks, Inc.; a spidering, content indexing,
personalization and categorization system from Autonomy, Inc.; and a firewall
from Network Associates Inc.

We maintain a data center with redundant production and staging servers. In the
event that all of the production servers fail, the staging servers are capable
of supporting our services. Our redundant Internet circuits are diversely routed
to different points within our providers' networks, so that interruptions will
be minimized if a failure in one network segment occurs. All of our servers are
powered by uninterruptible power supplies. In addition, all of our production
systems are copied to backup tapes each night and stored at an off-site storage
facility each business day. In the event of a disaster at the production
facility, arrangements are in place to resume production at an off-site center
maintained by a third party. We maintain a quality assurance process to
constantly monitor our servers, processes and network connectivity. We have
implemented these various redundancies and backup systems in order to minimize
the risk associated with damage from fire, power loss, telecommunications

43
<PAGE>
failure, break-ins, computer viruses and other events beyond our control. See
"Risk Factors--Our systems are subject to damage from natural disasters,
telecommunication failures, electronic break-ins and similar problems."

INTELLECTUAL PROPERTY

We regard our content, brands and software as proprietary and attempt to protect
them by relying on trademark, copyright, trade secret and other laws and
restrictions. We currently have no patents or patents pending and do not
anticipate that patents will become a significant part of our intellectual
property in the foreseeable future. We pursue the registration of our trademarks
and service marks in the United States and internationally, and have applied for
registration in the United States and certain other countries for a number of
our trademarks and service marks. We also pursue copyright registration of our
content in the United States. We might not be able to obtain effective
trademark, copyright and trade secret protection in every country in which we
distribute our services or make them available through the Internet, and it is
difficult for us to police unauthorized use of our proprietary information.

Legal standards relating to the validity, enforceability and scope of protection
of certain proprietary rights in Internet-related businesses are uncertain and
still evolving. As a result, we cannot assure you that our proprietary rights
will remain viable or valuable in the future. We might not have taken adequate
steps to prevent the misappropriation or infringement of our intellectual
property. Any such infringement or misappropriation, should it occur, might harm
our business, results of operations and financial condition. In addition, we may
have to file lawsuits in the future to perfect or enforce our intellectual
property rights, to protect our trade secrets or to determine the validity and
scope of the proprietary rights of others. These lawsuits could result in
substantial costs and divert our resources and the attention of our management.
As a result, our business, results of operations and financial condition could
suffer.

Our business activities may infringe upon the proprietary rights of others, and
other parties might assert infringement claims against us. From time to time, we
have been, and expect to continue to be, subject to claims in the ordinary
course of our business including claims of alleged infringement of the
trademarks, service marks and other intellectual property rights of third
parties. If similar claims are made against us in the future, those claims and
any resultant litigation might subject us to liability for damages, result in
invalidation of our proprietary rights and, even if not meritorious, could be
time consuming and expensive to defend and could result in the diversion of our
resources and the attention of our management. As a result, our business,
results of operations and financial condition could suffer.

We generally obtain our content and some of our technology from our employees or
pursuant to work-for-hire arrangements. We also license certain technology and
content from third parties. In such license arrangements, we generally obtain
representations as to origin and ownership of such content and technology and
the licensors have generally agreed to defend, indemnify and hold us harmless
from any third party claims that such technology or content violates the rights
of another. We cannot be sure that these third party technology and content
protections will be effective or sufficient or that we will be able to maintain
such content or technology on commercially reasonable terms. As a result, our
business, results of operations and financial condition could suffer.

We have licensed in the past, and expect to license in the future, certain of
our proprietary rights, such as trademarks or copyrighted material, to third
parties. While we attempt to ensure that the quality of our brands and content
are maintained by such licensees, we cannot be sure that such licensees will not
take actions that might decrease the value of our brands, proprietary rights or
reputation, which could harm our business, prospects, financial condition and
results of operations.

44
<PAGE>
DOMAIN NAMES

We own the Internet domain name "internet.com," as well as numerous other domain
names both in the United States and internationally. Domain names generally are
regulated by Internet regulatory bodies. The regulation of domain names in the
United States and in foreign countries is subject to change. Regulatory bodies
could establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names. As a result, we
might not acquire or maintain the "internet.com" or comparable domain name in
all the countries in which we conduct business.

The relationship between regulations governing domain names and laws protecting
trademarks and similar proprietary rights is unclear and still evolving.
Therefore, we might be unable to prevent third parties from acquiring domain
names that infringe or otherwise decrease the value of our trademarks and other
proprietary rights. See "Risk Factors--Regulation could reduce the value of our
domain names."

EMPLOYEES

The following table sets forth a breakdown of our employees as of March 31,
1999:

<TABLE>
<CAPTION>
NUMBER OF
EMPLOYEES
-------------
<S> <C>
Editorial........................................................................... 26
Marketing and sales................................................................. 28
Technology and operations........................................................... 18
Administration...................................................................... 10
---
Total........................................................................... 82
---
---
</TABLE>

We have never had a work stoppage and no personnel are represented under
collective bargaining agreements. We consider our relations with our personnel
to be good.

FACILITIES

Our principal administrative, editorial, sales, marketing and information
technology facilities are located in Westport, Connecticut and are rented from
Penton Media. See "Certain Transactions." We believe that our current facilities
will be adequate to meet our needs for the foreseeable future.

The following table sets forth a summary of our leased and subleased office
facilities as of March 31, 1999:

<TABLE>
<CAPTION>
LOCATION SQUARE FEET LEASED THROUGH
- --------------------------------------------------------------- ------------- ------------------
<S> <C> <C>
Westport, Connecticut.......................................... 7,000 December 1999
New York, New York............................................. 3,400 November 2000
Burlingame, California......................................... 1,800 December 2000
Ann Arbor, Michigan............................................ 1,000 December 2000
Lexington, Kentucky............................................ 1,000 December 1999
</TABLE>

LEGAL PROCEEDINGS

We are not currently party to any material legal proceedings.

45
<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information regarding our executive
officers, directors and nominees for election to our board:

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------- --- ------------------------------------------------------------------
<S> <C> <C>
Alan M. Meckler 53 Director, Chairman and Chief Executive Officer
Christopher S. Cardell 39 Director, President and Chief Operating Officer
Christopher J. Baudouin 31 Chief Financial Officer
David B. Nussbaum 41 Director
Beverly C. Chell(1) 56 Director
Michael J. Davies(1) 54 Director
</TABLE>

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

(1) Will become a director on our board and a member of the compensation and
audit committees of our board upon the closing of this offering.

KEY EMPLOYEES

The following table sets forth the names and positions of other key employees:

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------- --- ------------------------------------------------------------------
<S> <C> <C>
Christopher S. Elwell 38 Vice President and General Manager
Susan F. Leiterstein 47 Vice President and Publisher
Augustine Venditto 43 Editor-in-Chief
Mark J. Berns 45 Chief Technology Officer
David M. Arganbright 57 Vice President of Commerce and Licensing
Mitchell S. Eisenberg 35 General Counsel
</TABLE>

ALAN M. MECKLER has been a director, Chairman of the Board and Chief Executive
Officer of internet.com since its inception. Previously, Mr. Meckler had been
Chairman of the Board and Chief Executive Officer of Mecklermedia since December
1993 and had been President and a director from 1971 through November 1997. Mr.
Meckler also held the office of Chairman of the Board of Mecklermedia during
certain periods since 1971, and was the only person to have held the offices of
Chairman of the Board or Chief Executive Officer since Mecklermedia's founding.

CHRISTOPHER S. CARDELL has been a director, President and Chief Operating
Officer of internet.com since its inception. Previously, Mr. Cardell was
President and Chief Operating Officer of Mecklermedia since November 1997, and a
director since February 1997. Prior to November 1997, Mr. Cardell held the
office of Executive Vice President, Chief Operating Officer and Chief Financial
Officer of Mecklermedia. He joined Mecklermedia as Senior Vice President and
Chief Financial Officer in January 1996. Prior to that time, Mr. Cardell was a
Senior Manager with Arthur Andersen LLP.

CHRISTOPHER J. BAUDOUIN has been Chief Financial Officer of internet.com since
its inception. Mr. Baudouin served as Chief Financial Officer of Mecklermedia
since June 1998. He joined Mecklermedia as Controller in June 1997. Prior to
that time, Mr. Baudouin was a Manager with Arthur Andersen LLP.

DAVID B. NUSSBAUM has been a director of internet.com since its inception. He
has been Executive Vice President of Penton Media, Inc. and President of the
Electronics Group and Independent Exhibitions, Ltd., a wholly-owned subsidiary
of Penton Media, since September 1998. He has been President of Internet World
Media, Inc., a wholly-owned subsidiary of Penton Media, since December,

46
<PAGE>
1998. Before joining Penton, Mr. Nussbaum served as Senior Vice President of the
New York Division of Miller Freeman, Inc. from 1995 to August 1998 and as a Vice
President from 1994 to 1995.

BEVERLY C. CHELL will become a director of internet.com upon its conversion to a
corporation immediately before the closing of this offering. Ms. Chell has been
Vice Chairman, General Counsel and a Director of Primedia Inc. (formerly K-III
Communications Corporation) since March 1990. Ms. Chell was also a director of
Mecklermedia from December 1997 until it was acquired by Penton Media in
November 1998.

MICHAEL J. DAVIES will become a director of internet.com upon its conversion to
a corporation immediately before the closing of this offering. Mr. Davies has
been a special limited partner with American Business Partners since July 1997.
Prior to that he was a Managing Director, Corporate Finance, of the investment
bank Legg Mason Wood Walker, Incorporated since 1993. Before joining Legg Mason,
Mr. Davies was the Publisher of the Baltimore Sun between 1990 and 1993. Mr.
Davies was also a director of Mecklermedia since January 1996 until it was
acquired by Penton Media in November 1998.

CHRISTOPHER S. ELWELL has been Vice President and General Manager of
internet.com and its predecessor business since January 1997. Mr. Elwell is
responsible for the editorial, sales and marketing operations of internet.com.
Prior to joining internet.com, Mr. Elwell was the Publisher at Cowles Business
Media Company's Simba Information division, a publisher of newsletters and
market research about the media industry. Prior to becoming the Publisher, Mr.
Elwell served in a variety of editorial, product development and management
roles.

SUSAN F. LEITERSTEIN has been Vice President and Publisher for internet.com and
its predecessor business since February 1997. Ms. Leiterstein is responsible for
developing and implementing strategies for building the advertising sales force
and continuing the constant growth of sales revenue. Ms. Leiterstein came to
internet.com from Cowles Business Media Company where she was responsible for
small space advertising for both traditional and online media. Prior to this,
she was the Vice President and Publisher of The McGraw-Hill Companies Sweet's
Group.

AUGUSTINE VENDITTO has been editor-in-chief of internet.com and its predecessor
business since January 1998. He has been writing about computers since 1984 and
is best known for his columns and articles in INTERNET WORLD, PC MAGAZINE, HOME
PC, and PC WEEK. In 1992, he was the founding editor-in-chief of Ziff-Davis'
WINDOWS SOURCES magazine. He is the author of six books and over 300 magazine
articles. Mr. Venditto began his career in 1977 with the Scott Meredith Literary
Agency.

MARK J. BERNS has served as Chief Technology Officer of internet.com since its
inception. Mr. Berns was Director of Information Technology for Mecklermedia
from July 1998 through November 1998. Prior to that, Mr. Berns was the
Technology Manager responsible for Internet development at The Associated Press.
Mr. Berns also served as Director of Product Development in The Associated
Press's Technology Department, where he was responsible for development and
support of a number of news delivery services.

DAVID M. ARGANBRIGHT has been Vice President of Commerce and Licensing of
internet.com and its predecessor business since June 1998. He initiated and is
responsible for internet.com's Commerce Affiliates Program. Prior to joining
internet.com, Mr. Arganbright was President of Grolier Interactive, a division
of the Lagardere Group's Grolier, Inc. and publisher of the GROLIER MULTIMEDIA
ENCYCLOPEDIA. Prior to joining Grolier, Mr. Arganbright held senior level
general management and marketing positions at Philips Electronics and the RCA
Corporation.

MITCHELL S. EISENBERG has served as General Counsel of internet.com since its
inception. In addition to overseeing all of internet.com's legal matters, he is
active in developing license and other e-commerce

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<PAGE>
agreements. Previously, Mr. Eisenberg was General Counsel to Mecklermedia since
January 1997. Prior to that time, Mr. Eisenberg was Commercial Counsel to
Framatome Connectors USA, Inc. and an associate with the law firm of Skadden,
Arps, Slate, Meagher & Flom.

BOARD OF DIRECTORS AND BOARD COMMITTEES

Our board of directors will be comprised of five directors upon the closing of
this offering. Directors are elected by the stockholders at each annual meeting
of stockholders and serve until their successors are duly elected and qualified.
All executive officers are elected by, and serve at the discretion of, the board
of directors.

The audit committee has the responsibility to review audited financial
statements and accounting practices of internet.com, and to consider and
recommend the employment of, and approve the fee arrangements with, independent
accountants for both audit functions and for advisory and other consulting
services. Upon the closing of this offering, the audit committee will be
comprised of Ms. Chell and Mr. Davies.

The compensation committee reviews and approves the compensation and benefits
for our key executive officers, administers our employee benefit plans and makes
recommendations to the board regarding such matters. Upon the closing of this
offering, the compensation committee will be comprised of Ms. Chell and Mr.
Davies.

DIRECTOR COMPENSATION

Directors of internet.com who are also employees or officers of internet.com,
Penton Media or Internet World Media do not receive any compensation
specifically related to their activities as directors, other than reimbursement
for expenses incurred in connection with their attendance at board meetings.
Other directors will be paid an annual stipend of $4,000. For each board meeting
they attend, these other directors will receive $1,000 and will be reimbursed
for their expenses incurred in connection with the meeting. In addition, each of
these other directors will receive, upon becoming a director, options for 5,000
shares of common stock, which vest over a period of three years. Each of these
other directors will also receive options for 1,000 shares of common stock,
which also vest over a period of three years, for each year of service as a
director. See "--1999 Stock Incentive Plan."

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to this offering, our board did not have a compensation committee.
Compensation decisions were made by Mr. Meckler. Upon completion of this
offering, the compensation committee will make all compensation decisions. No
interlocking relationship exists between the board or compensation committee and
the board of directors or compensation committee of any other company, nor has
any such interlocking relationship existed in the past.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS

Each of Christopher S. Cardell and Christopher J. Baudouin has an employment
agreement with internet.com which provides for severance pay equal to one year
and six months, respectively, of his annual salary if his employment with
internet.com is terminated. Pursuant to our 1999 Stock Incentive Plan, the
vesting of stock options will be accelerated upon certain changes of control of
internet.com.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth, for the period from
inception (November 24, 1998) through December 31, 1998, cash and certain other
compensation paid or accrued by internet.com for the Chief Executive Officer of
internet.com in all capacities in which he served. The table also sets forth
cash and certain other compensation paid to or accrued by internet.com for

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<PAGE>
the period from inception through December 31, 1998 for the President and Chief
Operating Officer and the Chief Financial Officer of internet.com.

SUMMARY COMPENSATION TABLE
PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY($) OTHER ANNUAL COMPENSATION
- ---------------------------------------------------------------- --------- ----------- ---------------------------
<S> <C> <C> <C>
Alan M. Meckler................................................. 1998 12,164(1) --
Chairman and Chief Executive Officer
Christopher S. Cardell.......................................... 1998 17,740(2) --
President and Chief Operating Officer
Christopher J. Baudouin......................................... 1998 12,164(3) --
Chief Financial Officer
</TABLE>

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

(1) Mr. Meckler's current annual salary is $120,000.

(2) Mr. Cardell's current annual salary is $175,000.

(3) Mr. Baudouin's current annual salary is $120,000.

1999 STOCK INCENTIVE PLAN

On April 15, 1999, we adopted the internet.com Corporation 1999 Stock Incentive
Plan and issued options to purchase 382,350 shares of our common stock to our
directors, officers and employees. The purpose of the plan is to provide
stock-based incentive compensation to these individuals to further align their
interests with the interests of our stockholders. 2,000,000 shares of common
stock have been reserved for issuance pursuant to the exercise or vesting of
awards under the plan.

The plan allows for the discretionary grant of restricted stock, non-qualified
stock options, or NQSOs, incentive stock options as defined in Section 422 of
the Internal Revenue Code of 1986, as amended, and other stock-based awards. In
addition, the plan provides for the automatic grant of NQSOs to our directors
who are not also employees or officers of internet.com, Penton Media or Internet
World Media. Only directors, key employees and consultants may receive
discretionary awards under the plan.

The plan will be administered by the compensation committee of our board of
directors. The compensation committee will make the determination with respect
to the discretionary awards under the plan, including which eligible individuals
are to receive awards under the plan and the specific terms, vesting conditions
(if any) and number of shares of stock to which each award relates.

The compensation committee may grant awards with different terms and conditions.
The compensation committee can also accelerate the vesting of outstanding awards
and can reprice any option at any time. At the time options are granted, the
compensation committee will set the price at which options can be exercised to
purchase shares of common stock.

Option holders will not have any rights as stockholders until and to the extent
they have exercised their options. The exercise price for options may either be
paid in cash or check or, at the discretion of the compensation committee, by
tendering shares having a value equal to the exercise price. The number of
shares of common stock covered by awards will be adjusted in the event of any
stock split, merger, recapitalization or similar corporate event.

The board of directors may terminate or amend the stock plan at any time, except
that the board may not, without the approval of our stockholders, increase the
maximum number of shares for which options may be granted under the stock plan
or expand the class of individuals eligible to participate in the plan.

Immediately after this offering, we intend to file a registration statement
under the Securities Act covering the 2,000,000 shares of common stock reserved
for issuance under the plan. See "Shares Eligible for Future Sale--Stock
Options."

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<PAGE>
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF LIABILITY

Our Amended and Restated Certificate of Incorporation will include a provision
that eliminates the personal liability of our directors for monetary damages for
breach of fiduciary duty as a director, except for liability:

- for any breach of the director's duty of loyalty to internet.com or
its stockholders;

- for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

- under Section 174 of the Delaware General Corporation Law
("Delaware Law") regarding unlawful dividends and stock purchases;
and

- for any transaction from which the director derived an improper
personal benefit.

Our Amended and Restated Certificate of Incorporation will also provide that:

- we must indemnify our directors, officers, other employees and
agents to the fullest extent permitted by Delaware Law, subject to
certain very limited exceptions; and

- we must pay expenses of our directors, and may pay expenses of our
officers, other employees, agents or trustees, incurred in
connection with a legal proceeding before the final disposition of
such proceeding.

These provisions are permitted under Delaware Law. In addition, our Bylaws
provide that we must indemnify our directors and officers to the fullest extent
permitted by Delaware Law.

Prior to the completion of this offering, we intend to enter into indemnity
agreements with each of our directors and executive officers to give them
additional contractual assurances regarding the scope of the indemnification
described above and to provide additional procedural protections. In addition,
we intend to obtain directors' and officers' insurance providing indemnification
for our directors, officers and certain employees for certain liabilities. We
believe that these indemnification provisions and agreements are necessary to
attract and retain qualified directors and officers.

The limitation of liability and indemnification provisions in our Amended and
Restated Certificate of Incorporation and Bylaws may discourage stockholders
form bringing a lawsuit against directors for breach of their fiduciary duty.
They may also reduce the likelihood of derivative litigation against directors
and officers, even though such an action, if successful, might otherwise benefit
us and our stockholders. Furthermore, a stockholder's investment may be
adversely affected to the extent we pay the costs of settlement and damage
awards against directors and officers pursuant to these indemnification
provisions.

At present, there is no pending litigation or proceeding involving any of our
directors, officers or employees regarding which indemnification is sought, nor
are we aware of any threatened litigation that may result in claims for
indemnification.

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<PAGE>
CERTAIN TRANSACTIONS

FORMATION TRANSACTIONS

On November 24, 1998, Mecklermedia, the former parent company of our
predecessor, was acquired by Internet World Media, Inc., which is a wholly-owned
subsidiary of Penton Media. Following its purchase of Mecklermedia, Internet
World Media caused iWorld Corporation (comprised of all of the assets of the
iWorld division of Mecklermedia) to be merged into internet.com LLC, a
newly-formed Delaware limited liability company. Internet World Media then sold
80.1% of its membership interest in internet.com to Alan M. Meckler (including
four trusts for the benefit of his children) for a total of $18.0 million in
cash. Internet World Media retained a 19.9% interest in internet.com LLC and a
warrant to acquire up to an additional 128 membership units in internet.com LLC
(representing 2,075,634 shares of our common stock) for up to $3.0 million.
Since December 31, 1998, internet.com has sold additional membership units to
Internet World Media and to several additional investors, including certain of
internet.com's employees, officers and directors. In addition, in March 1999, we
granted 4% of internet.com's total membership units at the time (assuming full
dilution, including the exercise of the Internet World Media warrant) to 15 of
our employees.

LIMITED LIABILITY COMPANY AGREEMENT. On November 24, 1998, Mr. Meckler and
Internet World Media entered into an Amended and Restated Limited Liability
Company Agreement governing internet.com LLC. Membership interests in
internet.com LLC are represented by membership units in the records of
internet.com LLC. As discussed above, additional membership units in
internet.com LLC were sold and granted after November 24, 1998, and a Second
Amended and Restated Limited Liability Company Agreement was entered into in
March 1999, which included as members the holders of the membership units issued
after November 24, 1998 (the "Operating Agreement"). The Operating Agreement
also contains provisions relating to, among other things, the management of
internet.com LLC, allocations of profits and losses, transfer restrictions,
anti-dilution provisions, rights of first refusal, co-sale rights and drag-along
rights. The Operating Agreement will be of no further force and effect upon the
conversion of internet.com LLC to a corporation immediately prior to the closing
of this offering.

WARRANT AGREEMENT. On November 24, 1998, we issued a warrant to Internet World
Media to acquire up to 128 additional membership units in internet.com LLC for
up to $3.0 million. Upon the conversion of internet.com LLC into a corporation,
this warrant will entitle Internet World Media to purchase up to 2,075,634
shares of our common stock at an exercise price of approximately $1.45 per
share. Internet World Media has informed us that it intends to exercise this
warrant prior to the closing of this offering of common stock. As a result of
such exercise, following this offering, Internet World Media will hold 5,483,383
shares of our common stock, or approximately % of the total shares of our
common stock which will be outstanding immediately following this offering
(assuming the underwriters do not exercise their over-allotment option). If
Internet World Media does not exercise its warrant prior to the consummation of
this offering, the warrant will expire upon consummation of this offering.

REGISTRATION RIGHTS AGREEMENT. On November 24, 1998, we entered into a
registration rights agreement with Internet World Media. Internet World Media
has certain "piggyback" registration rights if we register any of our equity
securities under the Securities Act following the offering of common stock made
by this Prospectus. For a further discussion of these registration rights, see
"Description of Capital Stock--Registration Rights."

SERVICES AGREEMENT. On November 24, 1998, we entered into a Services Agreement
with Penton Media and Internet World Media. Penton Media and Internet World
Media provide us with certain services, including a royalty-free license to use
certain intellectual property and certain promotional, advertising and display
rights, and we provide certain services to Penton Media and Internet World
Media,

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<PAGE>
including a royalty-free license to use certain intellectual property, certain
advertising rights on our network of Web sites and related Internet media
properties and the inclusion of back issues of certain print publications on our
network of Web sites and related Internet media properties. See "Business--
Marketing and Sales."

TRADEMARK CO-LICENSE AGREEMENT. On November 24, 1998, we entered into a
Trademark Co-License Agreement with Internet World Media. Internet World Media
provides us with a royalty-free license to use several of its trademarks in
connection with our inclusion of those trademarks on our network of Web sites
and related Internet media properties. We provide Internet World Media with a
royalty-free license to use several of our trademarks in Internet World Media's
INTERNET WORLD, BOARDWATCH and DIRECTORY OF INTERNET SERVICE PROVIDERS print
publications, at Internet World Media's Internet World and ISPCON trade shows
and conferences and in promotional materials for those print publications, trade
shows and conferences.

COPYRIGHT CO-LICENSE AGREEMENT. On November 24, 1998, we entered into a
Copyright Co-License Agreement with Internet World Media. Internet World Media
provides us with a royalty-free license to use several of its copyrights in
connection with our inclusion of those copyrights and material protected by
those copyrights on our network of Web sites and related Internet media
properties. We provide Internet World Media with a royalty-free license to use
several of our copyrights and the material protected by those copyrights in
Internet World Media's INTERNET WORLD, BOARDWATCH and DIRECTORY OF INTERNET
SERVICE PROVIDERS print publications.

REORGANIZATION TRANSACTIONS

Immediately prior to the closing of this offering, we will convert our business
form to a corporation. We will effect the reorganization by merging internet.com
LLC into a newly-formed Delaware corporation called internet.com Corporation. In
connection with this reorganization, our Operating Agreement will terminate.
Each member of internet.com LLC will receive shares of our common stock in
exchange for his or her membership units at a rate of 16,215.891 shares per
membership unit. For more information on the stock ownership of certain of these
members after the reorganization, see "Principal and Selling Stockholders."

OFFICE LEASES

Since November 24, 1998, internet.com has occupied space in Penton Media
facilities in Westport, Connecticut to house our corporate headquarters and in
Burlingame, California to house a portion of our sales force. Rent expense was
$7,000 for the use of these locations for the period from inception (November
24, 1998) through December 31, 1998. We are obligated to pay a proportionate
share of all electricity, heating, ventilation and air conditioning costs for
these premises. These leases are governed by the Services Agreement between
internet.com and Penton Media; we have not executed separate leases with Penton
Media regarding these premises.

VENTURE CAPITAL FUND

We organized and are the portfolio manager of internet.com Venture Fund I LLC, a
$5.0 million venture capital fund formed on April 12, 1999, that will invest in
content-based Internet properties that are not competitive with internet.com. We
earn management fees for the day to day operation and general management of the
fund. We also earn a percentage of the realized gains on investments made by
this fund. We committed to invest $600,000 in this fund at its inception.
Beverly C. Chell, who will become a member of our board of directors upon the
closing of this offering, has purchased a membership interest in the fund.

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<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of March 31, 1999 and as adjusted to
reflect the sale of the shares of common stock offered hereby by: (a) each
person who is known by internet.com to own beneficially more than 5% of our
common stock, (b) each director and director nominee of internet.com, (c) each
Named Executive Officer of internet.com and (d) all executive officers and
directors of internet.com as a group.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
SHARES BENEFICIALLY OWNED AFTER THE
PRIOR TO THE OFFERING SHARES OFFERING(1)(2)(3)
------------------------- BEING -------------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT OFFERED NUMBER PERCENT
- --------------------------------------------------- ------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Alan M. Meckler.................................... 12,907,850(4) 64.5% -- -- -- %

Penton Media, Inc.
1100 Superior Avenue, N.E.
Cleveland, Ohio 44114.............................. 5,483,383 (5) 27.4 -- -- --

David B. Nussbaum.................................. 5,483,383 (6) 27.4 -- -- --

Christopher S. Cardell............................. 441,889 2.2 -- -- --

Beverly C. Chell(7)................................ -- -- -- -- --

Michael J. Davies(7)............................... -- -- -- -- --

Christopher J. Baudouin............................ 70,439 -- -- * *

All executive officers and directors as a group
(six persons).................................... 18,903,560 94.5% -- -- -- %
</TABLE>

- ---------------------------------------------
* Represents beneficial ownership of less than 1%.

(1) Percentage ownership is based on 20,000,000 shares outstanding as of March
31, 1999, assuming the conversion of internet.com from a limited liability
company into a corporation (which is to occur immediately prior to the
closing of this offering) had occurred as of such date. Shares of common
stock subject to options currently exercisable or exercisable within 60 days
of March 31, 1999 are deemed outstanding for the purpose of computing the
percentage ownership of the person holding such options but are not deemed
outstanding for computing the percentage ownership of any other person.
Unless otherwise indicated below, the persons and entities named in the
table have sole voting and sole investment power with respect to all shares
beneficially owned by them, subject to community property laws where
applicable.

(2) Assumes exercise by Internet World Media of a warrant to purchase up to
2,075,634 shares. See "Certain Transactions."

(3) Assumes the underwriters do not exercise their over-allotment option.

(4) Includes 1,443,214 shares held in trusts established for the benefit of Mr.
Meckler's four children. Mr. Meckler exercises investment control over these
trusts.

(5) Penton Media's beneficial ownership set forth above is based on the record
ownership of these shares by Internet World Media which is a wholly-owned
subsidiary of Penton Media.

(6) Mr. Nussbaum's beneficial ownership as set forth above relates to the shares
beneficially owned by Penton Media and is based on Mr. Nussbaum's position as
an officer of Penton Media. Mr. Nussbaum, who is Executive Vice President of
Penton Media, disclaims beneficial ownership in such shares.

(7) Will become a director upon the closing of this offering.

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<PAGE>
DESCRIPTION OF CAPITAL STOCK

Upon the closing of this offering, we will have authorized capital stock
consisting of 75,000,000 shares of common stock, $0.01 par value per share, and
4,000,000 shares of preferred stock, $0.01 par value per share. As of March 31,
1999, assuming the conversion of our business form into a corporation, and the
simultaneous conversion of limited liability company membership units into
shares of common stock, there were outstanding 20,000,000 shares of common
stock, each with a par value of $0.01, held of record by 25 stockholders, and an
outstanding warrant to purchase 2,075,634 shares of common stock.

The following description of internet.com's Amended and Restated Certificate of
Incorporation, Bylaws and the Registration Rights Agreement is only a summary,
and does not purport to be complete. For a full understanding of these documents
and the terms of our capital stock, you should read the original documents,
which are included as exhibits to the registration statement of which this
prospectus forms a part.

COMMON STOCK

Subject to preferences that may be applicable to any preferred stock outstanding
at the time, the holders of outstanding shares of common stock are entitled to
receive dividends out of assets legally available therefor at such times and in
such amounts as the board from time to time may determine. Holders of common
stock are entitled to one vote for each share held on all matters submitted to a
vote of shareholders. Cumulative voting for the election of directors is not
authorized by internet.com's Amended and Restated Certificate of Incorporation,
which means that the holders of a majority of the shares voted can elect all of
the directors then standing for election. The common stock is not entitled to
preemptive rights and is not subject to conversion or redemption. Upon
liquidation, dissolution or winding up of internet.com, the assets legally
available for distribution to stockholders are distributable ratably among the
holders of the common stock after payment of liquidation preferences, if any, on
any outstanding preferred stock and payment of other claims of creditors. Each
outstanding share of common stock is, and all shares of common stock to be
outstanding upon completion of this offering will upon payment therefor be, duly
and validly issued, fully paid and nonassessable.

PREFERRED STOCK

The board may authorize the issuance of preferred stock with voting or
conversion rights that could adversely affect the voting power or other rights
of the holders of common stock. The issuance of preferred stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, under certain circumstances, have the
effect of delaying, deferring or preventing a change in control of internet.com.
We have no current plans to issue any shares of preferred stock. See "Risk
Factors--Our charter documents and Delaware law may inhibit a takeover."

WARRANTS

On November 24, 1998, we issued a warrant to Internet World Media which will
entitle Internet World Media to acquire additional shares of common stock prior
to the closing of this offering. See "Certain Transactions--Formation
Transactions--Warrant Agreement."

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<PAGE>
REGISTRATION RIGHTS

We entered into a Registration Rights Agreement with Internet World Media at the
closing of the acquisition of Mecklermedia by Internet World Media. Internet
World Media has certain piggyback registration rights if we register any of our
equity securities under the Securities Act (other than the common stock offered
by this prospectus, securities relating to employee benefits plans, securities
registered pursuant to Rule 145 of the Securities Act in connection with certain
reclassifications, mergers, acquisitions and asset transfers and registrations
which do not permit secondary sales). If we register additional equity
securities in the future, Internet World Media will have the right to have all
or a part of its internet.com common stock included in the registration
(including any shares of common stock acquired by Internet World Media by the
exercise of its warrant). However, the managing underwriter, if any, of any such
offering has certain rights to limit the number of securities that Internet
World Media may include in such registration. Internet World Media is entitled
to unlimited piggyback registrations.

We would bear all registration expenses incurred in connection with these
registrations. Internet World Media would pay all underwriting discounts and
selling commissions applicable to the sale of its securities.

DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS

EFFECT OF DELAWARE ANTI-TAKEOVER STATUTE. We are subject to Section 203 of the
Delaware General Corporation Law, which, subject to certain exceptions,
prohibits a publicly held Delaware corporation from engaging in any "business
combination" with any "interested stockholder" for a period of three years
following the date that such stockholder became an interested stockholder,
unless:

- prior to such date, the board of directors of the corporation
approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder;

- upon consummation of the transaction that resulted in the
stockholder becoming an interest stockholder, the interested
stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced; and

- on or subsequent to such date, the business combination is approved
by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting
stock that is not owned by the interested stockholder.

Section 203 defines "business combination" to include:

- any merger or consolidation involving the corporation and the
interested stockholder;

- any sale, transfer, pledge or other disposition of 10% or more of
the assets of the corporation involving the interested stockholder;

- subject to certain exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder;

- any transaction involving the corporation that has the effect of
increasing the proportionate share of the stock of any class or
series of the corporation beneficially owned by the interested
stockholder; and

- the receipt by the "interested stockholder" of the benefit of any
loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.

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<PAGE>
In general, Section 203 defines an interested stockholder as an entity or person
beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by such entity or person.

This statute could prohibit or delay mergers or other takeover or
change-in-control attempts with respect to internet.com and, accordingly, may
discourage attempts to acquire us.

Our Bylaws provide that any action required or permitted to be taken by our
stockholders at an annual meeting or special meeting may only be taken if it is
properly brought before such meeting. The Amended and Restated Certificate of
Incorporation and the Bylaws provide that special meetings of the stockholders
may only be called by the Chairman of the board, the Chief Executive Officer,
the board or by the President, who will call a meeting at the request of any
stockholder or stockholders holding together at least a majority of the
outstanding voting stock. Such provisions may have the effect of delaying or
preventing a change-in-control.

The board is authorized, subject to any limitations prescribed by Delaware Law,
to issue preferred stock in one or more series. The board can fix the rights,
preferences and privileges of the shares of each series and any qualifications,
limitations or restrictions thereon. The board may authorize the issuance of
preferred stock with voting or conversion rights that could adversely affect the
voting power or other rights of the holders of common stock. The issuance of
preferred stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, under
certain circumstances, have the effect of delaying, deferring or preventing a
change in control of internet.com.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS. Our
Amended and Restated Certificate of Incorporation and our Bylaws limit liability
of directors to the fullest extent permitted by Delaware Law. See
"Indemnification of Directors and Executive Officers and Limitation of
Liability."

TRANSFER AGENT AND REGISTRAR. The transfer agent and registrar for our common
stock is American Stock Transfer and Trust Company. Its address is 40 Wall
Street, New York, New York 10005, and its telephone number at this location is
(212) 936-5100.

LISTING. We intend to apply to list our common stock on the Nasdaq National
Market under the trading symbol "INTM."

56
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Upon the completion of this offering, we will have outstanding an aggregate
shares of our common stock, assuming no exercise of the Underwriters'
over-allotment option and no exercise of outstanding options. Of these shares,
all of the shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act, unless such shares
are purchased by "affiliates" as that term is defined in Rule 144 under the
Securities Act. The remaining 20,000,000 shares of common stock held by existing
stockholders are "restricted securities" as that term is defined in Rule 144
under the Securities Act. 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 701 promulgated under the Securities Act, which rules are summarized
below.

As a result of the contractual restrictions described below and the provisions
of Rule 144 and 701, the restricted securities will be available for sale in the
public market on the date which is one year from the date of the effectiveness
of the registration statement of which this prospectus forms a part, subject to
the volume limitations and other conditions of Rule 144. The shares could be
available for resale immediately upon the expiration of such 180-day period in
the event of a favorable interpretation by the Securities and Exchange
Commission of certain provisions of Rule 144.

LOCK-UP AGREEMENTS. Our officers, directors and certain stockholders have signed
lock-up agreements under which they agreed not to transfer or dispose of,
directly or indirectly, any shares of common stock or any securities convertible
into or exercisable or exchangeable for shares of common stock, for a period of
180 days after the date of this prospectus, subject to certain exceptions.
Transfers or dispositions can be made sooner with the prior written consent of
U.S. Bancorp Piper Jaffray Inc.

RULE 144. In general, under Rule 144 as currently in effect, beginning 90 days
after the date of this Prospectus, a person who has beneficially owned shares of
our common stock for at least one year would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of:

- 1% of the number of shares of common stock then outstanding, which
will equal shares immediately after this offering; or

- the average weekly trading volume of the common stock on the Nasdaq
National Market during the four calendar weeks preceding the filing
of a notice on Form 144 with respect to such sale.

Sales under Rule 144 are also subject to certain manner of sale provisions and
notice requirements and to the availability of current public information about
us.

RULE 144(K). Under Rule 144(k), a person who is not deemed to have been one of
our affiliates at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than an affiliate, is
entitled to sell such shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144. Therefore,
unless otherwise restricted, "144(k) shares" may be sold immediately upon the
completion of this offering.

RULE 701. In general, under Rule 701 of the Securities Act as currently in
effect, any of our employees, consultants or advisors who purchase shares from
us in connection with a compensatory stock or option plan or other written
agreement is eligible to resell such shares 90 days after the effective date of
this offering in reliance on Rule 144, but without compliance with certain
restrictions, including the holding period, contained in Rule 144.

57
<PAGE>
REGISTRATION RIGHTS. Upon completion of this offering, Internet World Media,
which will (assuming the exercise of its warrant but assuming no exercise of the
underwriters' over-allotment option) hold 5,483,383 shares of our common stock,
or its transferees, will be entitled to certain rights with respect to the
registration of such shares under the Securities Act if we register additional
equity securities under the Securities Act. See "Description of Capital
Stock--Registration Rights." After such a registration, any shares registered
would become freely tradable without restriction under the Securities Act.
Internet World Media would then not have any obligation or other restrictions on
resale with respect to our common stock, other than restrictions imposed by
lock-up agreements described above and applicable securities laws.

STOCK OPTIONS. Immediately after this offering, we intend to file a registration
statement under the Securities Act covering the 2,000,000 shares of common stock
reserved for issuance under our 1999 Stock Incentive Plan and the shares
reserved for issuance upon exercise of outstanding non-plan options. As of April
15, 1999, options to purchase 382,350 shares of common stock were issued and
outstanding. Upon the expiration of the lock-up agreements describe above, at
least 4,500 shares of common stock will be subject to vested options (based on
options outstanding as of April 15, 1999). Such registration statement is
expected to be filed and become effective as soon as practicable after the
effective date of this offering. Accordingly, shares registered under such
registration statement will, subject to vesting provisions and Rule 144 volume
limitations applicable to our affiliates, be available for sale in the open
market immediately after the lock-up agreements expire.

58
<PAGE>
UNDERWRITING

The underwriters named below, for whom U.S. Bancorp Piper Jaffray Inc. and
William Blair & Company, L.L.C. are acting as representatives, have agreed to
buy, subject to the terms of the purchase agreement, the number of shares listed
opposite their names below. The underwriters are committed to purchase and pay
for all of the shares if any are purchased, other than those shares covered by
the over-allotment option described below.

<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF SHARES
- ----------------------------------------------------------- -----------------
<S> <C>
U.S. Bancorp Piper Jaffray Inc.............................
William Blair & Company, L.L.C.............................
-----------------

Total................................................
-----------------
-----------------
</TABLE>

The underwriters have advised us and the selling stockholder that they propose
to offer the shares to the public at $ per share. The underwriters propose
to offer the shares to certain dealers at the same price less a concession of
not more than $ per share. The underwriters may allow and the dealers may
reallow a concession of not more than $ per share on sales to certain other
brokers and dealers. After the offering, these figures may be changed by the
underwriters.

Penton Media, Inc. has granted to the underwriters an option to purchase up to
an additional shares of our common stock, at the same price to the
public, and with the same underwriting discount, as set forth in the table
above. The underwriters may exercise this option any time during the 30-day
period after the date of this prospectus, but only to cover over-allotments, if
any. To the extent the underwriters exercise the option, each underwriter will
become obligated, subject to certain conditions, to purchase approximately the
same percentage of the additional shares as it was obligated to purchase under
the purchase agreement.

The following table shows the underwriting fees to be paid to the underwriters
in connection with this offering. These amounts are shown assuming both no
exercise and full exercise of the over-allotment option.

<TABLE>
<CAPTION>
FULL
NO EXERCISE EXERCISE
----------- ------------
<S> <C> <C>
Per share.......................................... $ $
Total.............................................. $ $
</TABLE>

We and the selling stockholder have agreed to indemnify the underwriters against
certain liabilities, including civil liabilities under the Securities Act, or to
contribute to payments that the underwrites may be required to make in respect
of those liabilities.

We and each of our directors, executive officers, principal stockholders and the
selling stockholder have agreed to certain restrictions on our ability to sell
additional shares of our common stock for a period of 180 days after the date of
this prospectus. We have agreed not to directly or indirectly offer for sale,
sell, contract to sell, grant any option for the sale of, or otherwise issue or
dispose of, any shares of common stock, options or warrants to acquire shares of
common stock, or any related security or instrument, without the prior written
consent of the representatives. The agreements provide exceptions for (1) sales
to the underwriters pursuant to the purchase agreement, (2) our sales in
connection with the exercise of options granted and the granting of options to
purchase shares under the existing stock

59
<PAGE>
option plans and (3) certain other exceptions specified in the purchase
agreement and lock-up agreements.

Of the shares of common stock offered by us, shares will be
reserved for sale to persons designated by us. Total shares reserved for sale to
persons designated by us will not exceed 5% of the total shares offered. Shares
not sold to these persons will be reoffered immediately by the underwriters to
the public at the initial public offering price.

Prior to the offering, there has been no established trading market for the
common stock. The initial public offering price for the shares of common stock
offered by this prospectus was negotiated by us and the underwriters. The
factors considered in determining the initial public offering price include the
history of and the prospects for the industry in which we compete, our past and
present operations, our historical results of operations, our prospects for
future earnings, the recent market prices of securities of generally comparable
companies and the general condition of the securities markets at the time of the
offering and other relevant factors. There can be no assurance that the initial
public offering price of the common stock will correspond to the price at which
the common stock will trade in the public market subsequent to this offering or
that an active public market for the common stock will develop and continue
after this offering.

PRICING OF THIS OFFERING

Prior to this offering, there has been no public market for our common stock.
Consequently, the initial public offering price for our common stock was
determined by negotiation among internet.com and the representatives of the
underwriters. Among the factors considered in determining the public offering
price were:

- prevailing market conditions;

- our results of operations in recent periods;

- the present stage of our development;

- the market capitalizations and stages of development of other
companies which we and the representatives of the underwriters
believe to be comparable to internet.com; and

- estimates of our business potential.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon
for internet.com by Willkie Farr & Gallagher, New York, New York. Certain legal
matters in connection with this offering will be passed upon for the
underwriters by Cooley Godward LLP, San Francisco, California.

EXPERTS

The audited financial statements and schedules included in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

60
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC for the stock we
are offering by this prospectus. This prospectus does not include all of the
information contained in the registration statement. You should refer to the
registration statement and its exhibits for additional information. Whenever we
make reference in this prospectus to any of our contracts, agreements or other
documents, the 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. When we complete this offering, we will
also be required to file annual, quarterly and special reports, proxy statements
and other information with the SEC.

You can read our SEC filings, including the registration statement, over the
Internet at the SEC's Web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, NW, Washington, DC 20549, 7 World Trade Center, Suite 1300, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 450
Fifth Street, NW, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference facilities. Our
SEC filings are also available at the office of the Nasdaq National Market. For
further information on obtaining copies of our public filings at the Nasdaq
National Market, you should call (212) 656-5060.

61
<PAGE>
INTERNET.COM LLC

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
Report of Independent Public Accountants................................................................... F-2

Balance Sheet as of December 31, 1998...................................................................... F-3

Statement of Operations for the Period from Inception (November 24, 1998) through December 31, 1998........ F-4

Statement of Changes in Members' Capital for the Period from Inception (November 24, 1998) through December
31, 1998................................................................................................. F-5

Statement of Cash Flows for the Period from Inception (November 24, 1998) through December 31, 1998........ F-6

Notes to Financial Statements.............................................................................. F-7
</TABLE>

IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Report of Independent Public Accountants................................................................... F-14

Balance Sheets as of September 30, 1997 and 1998........................................................... F-15

Statements of Operations for the Years ended September 30, 1996, 1997 and 1998 and for the Period from
October 1, 1998 through November 23, 1998................................................................ F-16

Statements of Changes in Division Equity for the Years ended September 30, 1996, 1997 and 1998 and for the
Period from October 1, 1998 through November 23, 1998.................................................... F-17

Statements of Cash Flows for the Years ended September 30, 1996, 1997 and 1998 and for the Period from
October 1, 1998 through November 23, 1998................................................................ F-18

Notes to Financial Statements.............................................................................. F-19
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of internet.com LLC:

We have audited the accompanying balance sheet of internet.com LLC (a Delaware
limited liability company) as of December 31, 1998, and the related statements
of operations, changes in members' capital and cash flows for the period from
inception (November 24, 1998) through 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 audit.

We conducted our audit 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 audit provides 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 internet.com LLC as of December
31, 1998, and the results of its operations and its cash flows for the period
from inception (November 24, 1998) through December 31, 1998, in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Stamford, Connecticut
April 5, 1999

F-2
<PAGE>
INTERNET.COM LLC

BALANCE SHEET

DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT UNIT AMOUNTS)

<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents..................................................... $ 129
Accounts receivable, net of allowances of $42................................. 1,723
Prepaid expenses and other.................................................... 312
-----------
Total current assets...................................................... 2,164
PROPERTY AND EQUIPMENT, net..................................................... 1,380
INTANGIBLE ASSETS, net.......................................................... 20,043
-----------
Total assets.............................................................. $ 23,587
-----------
-----------
LIABILITIES AND MEMBERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable.............................................................. $ 482
Accrued payroll and related expenses.......................................... 296
Accrued Web site acquisition payments......................................... 775
Accrued expenses and other.................................................... 584
Borrowings under line of credit............................................... 1,886
-----------
Total current liabilities................................................. 4,023

COMMITMENTS AND CONTINGENCIES................................................... --

MEMBERS' CAPITAL:
Members' capital, 1,000 units issued and outstanding.......................... 22,472
Accumulated deficit........................................................... (2,908)
-----------
Total members' capital.................................................... 19,564
-----------
Total liabilities and members' capital.................................... $ 23,587
-----------
-----------
</TABLE>

See notes to financial statements.

F-3
<PAGE>
INTERNET.COM LLC

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

(IN THOUSANDS)

<TABLE>
<S> <C>
REVENUES.............................................................. $ 772
COST OF REVENUES...................................................... 403
-------
GROSS PROFIT.......................................................... 369
-------
OPERATING EXPENSES:
Advertising, promotion and selling.................................. 239
General and administrative.......................................... 449
Depreciation........................................................ 15
Amortization........................................................ 566
Purchased in-process research and development....................... 2,000
-------
TOTAL OPERATING EXPENSES.............................................. 3,269
-------
OPERATING LOSS........................................................ (2,900)
INTEREST EXPENSE, NET................................................. (8)
-------
NET LOSS.............................................................. $ (2,908)
-------
-------
</TABLE>

See notes to financial statements.

F-4
<PAGE>
INTERNET.COM LLC

STATEMENT OF CHANGES IN MEMBERS' CAPITAL

FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

(IN THOUSANDS, EXCEPT UNIT AMOUNTS)

<TABLE>
<CAPTION>
MEMBERS' CAPITAL TOTAL
-------------------- ACCUMULATED MEMBERS'
UNITS AMOUNT DEFICIT CAPITAL
--------- --------- ------------ ---------
<S> <C> <C> <C> <C>
BALANCE AT INCEPTION (November 24, 1998)............................. 1,000 $ 22,472 $ -- $ 22,472
Net loss............................................................. -- -- (2,908) (2,908)
--------- --------- ------------ ---------
BALANCE AT DECEMBER 31, 1998......................................... 1,000 $ 22,472 $ (2,908) $ 19,564
--------- --------- ------------ ---------
--------- --------- ------------ ---------
</TABLE>

See notes to financial statements.

F-5
<PAGE>
INTERNET.COM LLC

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

(IN THOUSANDS)

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................................ $ (2,908)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization..................................... 581
Purchased in-process research and development..................... 2,000
Changes in operating assets and liabilities:
Accounts receivable, net........................................ (553)
Prepaid expenses and other...................................... (23)
Accounts payable................................................ 183
Accrued expenses and other...................................... 108
-------
Net cash used in operating activities......................... (612)
-------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment................................. (546)
Acquisitions of Web sites, related Internet media properties and
other............................................................. (599)
-------
Net cash used in investing activities......................... (1,145)
-------

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit..................................... 1,886
-------
Net cash provided by financing activities..................... 1,886
-------
Net change in cash.................................................... 129

Cash at beginning of period........................................... --
-------
Cash at end of period................................................. $ 129
-------
-------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW:
Cash paid for interest.............................................. $ 8
-------
-------
Cash paid for income taxes.......................................... $ --
-------
-------
</TABLE>

See notes to financial statements.

F-6
<PAGE>
INTERNET.COM LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

1. ORGANIZATION AND NATURE OF BUSINESS

On November 24, 1998, Internet World Media, Inc., a wholly-owned subsidiary of
Penton Media, Inc., acquired 8,989,114 shares of Mecklermedia Corporation common
stock, representing approximately 98.6% of the outstanding shares of common
stock of Mecklermedia Corporation, for a cash price of $29.00 per share. The
shares were purchased pursuant to a tender offer to acquire all of the
outstanding shares of Mecklermedia Corporation common stock commenced on October
15, 1998.

On November 24, 1998, Penton Media, Inc. completed the merger (the "First
Merger") of Internet World Media, Inc. with and into Mecklermedia Corporation.
Upon consummation of the First Merger, Internet World Media, Inc. became a
wholly-owned subsidiary of Penton Media, Inc. and the shareholders of
Mecklermedia Corporation who did not tender their shares became entitled to
receive $29.00 per share. The total purchase price for Mecklermedia Corporation
was approximately $274.0 million for the tendered shares, which included certain
additional amounts paid in respect of outstanding stock options and warrants.

Upon consummation of the First Merger, the iWorld division of Mecklermedia
Corporation, a division of Internet World Media, Inc., was merged (the "Second
Merger") into internet.com LLC, a Delaware limited liability company, which was
the surviving entity in the Second Merger. Upon consummation of the Second
Merger, Internet World Media, Inc., which was the sole member of internet.com
LLC, sold 80.1% of its membership interest in internet.com LLC to Alan M.
Meckler and certain of his affiliates for an aggregate purchase price of $18.0
million in cash. Internet World Media, Inc. retained the remaining 19.9%
membership interest and a warrant to acquire additional membership units in
internet.com LLC for up to $3.0 million. Upon the conversion of internet.com LLC
into a corporation, this warrant will entitle Internet World Media, Inc. to
purchase up to 2,075,634 shares of our common stock at an exercise price of
$1.45 per share. Assuming this warrant is exercised, following this offering,
Internet World Media, Inc. will hold 5,483,383 shares of our common stock. If
Internet World Media, Inc. does not exercise its warrant prior to the
consummation of this offering, the warrant will expire upon consummation of this
offering.

The valuation amount of the Second Merger was $22.5 million and was accounted
for using the purchase method of accounting. Accordingly, a portion of the
valuation amount was allocated to the net assets acquired based on their
estimated fair values. The fair value of tangible assets acquired and
liabilities assumed was $2.3 million and $1.8 million, respectively. In
addition, $2.0 million of the valuation amount, which was determined by an
independent appraiser, was allocated to in-process research and development
projects that had not reached technological feasibility and had no probable
alternative future uses, which we expensed at our date of inception (November
24, 1998). The balance of the valuation amount, $20.0 million, was recorded as
intangibles and is being amortized over three years on a straight-line basis.

Since all of internet.com's products and services relate to providing
Internet-related information to Internet industry and Internet technology
professionals, Web developers and sophisticated Internet users, its success is
dependent on the continued growth of the Internet.

On April 13, 1999, the Board of Directors authorized internet.com to proceed
with an initial public offering ("IPO") of our common stock.

F-7
<PAGE>
INTERNET.COM LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION. internet.com barters portions of the unsold advertising
impressions generated by its Web sites and related Internet media properties for
advertising and promotion in media properties owned by Penton Media and other
third parties. internet.com does not record any revenues or expenses for such
barter because it does not receive or expend any cash and because the valuation
of such transactions is difficult to establish. Management also believes that
not recording any revenues or expenses for barter more accurately reflects its
actual results of operations and as a result provides a more meaningful
presentation to the users of its financial statements.

internet.com generates its revenues from four primary sources: the sale of
advertising on internet.com's Web sites, e-mail newsletters, online discussion
forums and moderated e-mail discussion lists; e-commerce agreements; licensing
of internet.com editorial content, brands and software; and subscriptions to
paid e-mail newsletters.

ADVERTISING REVENUES. Advertising revenue is recognized ratably in the
period the advertising is displayed, provided that no significant company
obligations remain and collection of the resulting receivable is
probable. Company obligations typically include guarantees of a minimum
number of advertising impressions, or times that an advertisement is
viewed by users of internet.com's Web sites and related Internet media
properties.

E-COMMERCE REVENUES. E-commerce affiliate agreements generally include a
fixed fee for advertising as well as revenue sharing for sales made by
the affiliates. The advertising component of these agreements is
recognized ratably in the period the advertising is displayed, provided
that no significant company obligations remain and collection of the
remaining receivable is probable. The revenue sharing component of these
agreements is recognized as revenue in the period that the underlying
sale is made by the e-commerce affiliate.

LICENSING REVENUES. The licensing agreements vary, with internet.com
generating fixed fees and royalties for monthly access to editorial
content, brands and software produced by internet.com. Such amounts are
recognized as revenue in the month earned.

PAID SUBSCRIPTION REVENUES. Subscription revenue relates to customer
subscriptions to our paid e-mail newsletters. Revenue from subscriptions
is recognized ratably over the subscription period. Deferred revenues
relate to the portion of collected subscription fees which have not yet
been recognized as revenue.

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS. 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 the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

CONCENTRATION OF CREDIT RISK. Financial instruments that potentially subject
internet.com to a significant concentration of credit risk consist primarily of
cash and accounts receivable. internet.com deposits all its cash with a single
financial institution. Most of internet.com's accounts receivable as of December
31, 1998 are from Internet-related businesses.

F-8
<PAGE>
INTERNET.COM LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

At December 31, 1998, three customers accounted for 38% of accounts receivable.
For the period from inception (November 24, 1998) through December 31, 1998, one
customer accounted for 25% of revenues.

CASH AND CASH EQUIVALENTS. internet.com considers all highly liquid investments
purchased with original maturities of three months or less to be cash
equivalents. At December 31, 1998, internet.com had no investments with
maturities greater than three months.

FINANCIAL INSTRUMENTS. The recorded amounts of financial instruments such as
cash and cash equivalents, accounts receivable, accounts payable and debt
approximate their fair values due to their short maturities.

Maintenance and repair expenditures are charged to appropriate expense accounts
in the period incurred; replacements, renewals and betterments are capitalized.
Upon the sale or other disposition of property, the cost and accumulated
depreciation of such properties are eliminated from the accounts and the gains
or losses thereon are reflected in operations.

INTANGIBLE ASSETS. Intangible assets, primarily consisting of goodwill, are
being amortized using the straight-line method over three years.

internet.com periodically reviews the carrying value of its intangible assets
and property and equipment to determine whether an impairment may exist.
internet.com considers relevant cash flow, estimated future operating trends and
other available information in assessing whether the carrying value of these
assets can be recovered. internet.com believes no such impairment exists as of
December 31, 1998.

ACCRUED WEB SITE ACQUISITION PAYMENTS. Accrued Web site acquisition payments
consist of future amounts payable under purchase agreements for Web sites and
related Internet media properties.

INCOME TAXES. internet.com accounts for income taxes in accordance with the
provisions of Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("SFAS 109"). SFAS 109 requires an asset and liability
approach which requires the recognition of deferred tax assets and deferred tax
liabilities for the expected future tax consequences of temporary differences
between the carrying amounts and the tax bases of assets and liabilities.
Valuation allowances will be established when necessary to reduce deferred tax
assets to the amount expected to be realized.

No benefit for federal and state income taxes is reported in the financial
statements as internet.com has elected to be taxed as a partnership prior to the
reorganization of the limited liability company into a corporation, which will
take effect immediately prior to the closing of the IPO. Therefore, the federal
and state income tax effects of internet.com's results of operations are
recorded by the members in their respective income tax returns.

F-9
<PAGE>
INTERNET.COM LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

ADVERTISING COSTS. internet.com expenses advertising costs as incurred.
Advertising expense was approximately $44,000 for the period from inception
(November 24, 1998) through December 31, 1998.

RECENT ACCOUNTING PRONOUNCEMENTS. In June 1997, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS No. 131"), which establishes standards for reporting information about
operating segments in annual financial statements. It also establishes standards
for related disclosures about products and services, geographic areas and major
customers. SFAS No. 131 is effective for fiscal years beginning after December
15, 1997. internet.com operates in one industry segment.

In April 1998, the AICPA issued Statement of Position 98-5, "Reporting on the
Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5, which is effective for
fiscal years beginning after December 15, 1998, provides guidance on the
financial reporting of start-up costs and organization costs. It requires costs
of start-up activities and organization costs to be expensed as incurred. As
internet.com has expensed these costs historically, the adoption of this
statement is not expected to have a significant impact on internet.com's results
of operations, financial position or cash flows.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
1998
-------------
<S> <C>
Computer equipment and software................................................... $ 1,248
Furniture, fixtures and equipment................................................. 147
------
1,395
Less: Accumulated depreciation.................................................... (15)
------
Property and equipment, net....................................................... $ 1,380
------
------
</TABLE>

F-10
<PAGE>
INTERNET.COM LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

4. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Goodwill.......................................................................... $ 22,340
Trademarks........................................................................ 269
------------
22,609
Less: Accumulated amortization.................................................... (2,566)
------------
Intangibles, net.................................................................. $ 20,043
------------
------------
</TABLE>

5. ACQUISITIONS OF ASSETS

internet.com acquired various Web sites and related Internet media properties
during the period from inception (November 24, 1998) through December 31, 1998.
These acquisitions were accounted for as purchases, and accordingly, the assets
and liabilities of the acquired Web sites and related Internet media properties
have been recorded at their estimated fair values at the dates of acquisition.
The excess of purchase price over the estimated fair values of the net assets
acquired, in the amount of $599,000 has been recorded as goodwill and is being
amortized over its estimated useful life. The pro forma results for the period
from inception (November 24, 1998) through December 31, 1998, assuming these
acquisitions had been made at the beginning of the period, would not be
materially different from reported results.

6. LINE OF CREDIT

internet.com has a $6.0 million line of credit with a bank secured by a personal
guarantee from Alan M. Meckler, Chairman and Chief Executive Officer of
internet.com. internet.com had outstanding borrowings under the line of credit
of approximately $1.9 million as of December 31, 1998. Interest expense on this
line is based on the lower of prime plus 1% or LIBOR plus .65% (5.7% as of
December 31, 1998). This line of credit expires on November 15, 1999.

7. COMMITMENTS AND CONTINGENCIES

Since November 24, 1998, internet.com has occupied space in Penton Media, Inc.
facilities in Westport, Connecticut to house its corporate headquarters and in
Burlingame, California to house a portion of its sales force. Rent expense for
this space was approximately $7,000 for the period from inception (November 24,
1998) through December 31, 1998. internet.com is obligated to pay its
proportionate share of all electricity, heating, ventilation and air
conditioning costs for these premises. Future annual minimum lease payments
under all operating leases as of December 31, 1998 were as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
- ----------------------------------------------------------------------------------------
<S> <C>
1999.................................................................................... $ 236
2000.................................................................................... 131
---------
$ 367
---------
---------
</TABLE>

F-11
<PAGE>
INTERNET.COM LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

Rent expense was approximately $15,000 for the period from inception (November
24, 1998) through December 31, 1998.

internet.com has entered into employment agreements with two of its officers
with terms ranging from six months to one year.

internet.com is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position of internet.com.

8. EMPLOYEE BENEFIT PLAN

internet.com has a defined contribution plan which qualifies under Section
401(k) of the Internal Revenue Code for employees meeting certain service
requirements. The plan allows eligible employees to contribute up to 15% of
their compensation to the plan. At the discretion of the Board of Directors,
internet.com may also make contributions dependent on profits each year for the
benefit of all eligible employees under the plan. There were no discretionary
contributions for the period from inception (November 24, 1998) through December
31, 1998.

9. RELATED PARTY TRANSACTIONS

internet.com, Internet World Media, Inc. and Penton Media, Inc. entered into a
Services Agreement dated November 24, 1998, whereby internet.com agreed to
provide certain services to Internet World Media, Inc. and Penton Media, Inc. in
return for services to be provided to internet.com by Internet World Media, Inc.
and Penton Media, Inc. The Services Agreement expires November 24, 2001 and will
automatically renew for three-year terms unless canceled by either party.

On November 24, 1998, internet.com entered into a Trademark Co-License Agreement
with Internet World Media. Internet World Media provides internet.com with a
royalty-free license to use several of its trademarks in connection with the
inclusion of those trademarks on internet.com's network of Web sites and related
Internet media properties. internet.com provides Internet World Media with a
royalty-free license to use several of internet.com's trademarks in Internet
World Media's INTERNET WORLD, BOARDWATCH and DIRECTORY OF INTERNET SERVICE
PROVIDERS print publications, at Internet World Media's Internet World and
ISPCON trade shows and conferences and in promotional materials for those print
publications, trade shows and conferences.

On November 24, 1998, internet.com entered into a Copyright Co-License Agreement
with Internet World Media. Internet World Media provides internet.com with a
royalty-free license to use several of its copyrights in connection with the
inclusion of those copyrights and material protected by those copyrights on
internet.com's network of Web sites and related Internet media properties.
internet.com provides Internet World Media with a royalty-free license to use
several of internet.com's copyrights and the material protected by those
copyrights in Internet World Media's INTERNET WORLD, BOARDWATCH and DIRECTORY OF
INTERNET SERVICE PROVIDERS print publications.

F-12
<PAGE>
INTERNET.COM LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH DECEMBER 31, 1998

through December 31, 1998. internet.com is obligated to pay its proportionate
share of all electricity, heating, ventilation and air conditioning costs for
these premises.

We believe that the terms of each of the transactions described above, taken as
a whole, were no less favorable than internet.com could have obtained from
unaffiliated third parties.

10. SUBSEQUENT EVENTS

ISSUANCE OF ADDITIONAL MEMBERSHIP UNITS. Since December 31, 1998, internet.com
has sold additional membership units for an aggregate of approximately
$2,241,000 to Internet World Media and to several additional investors,
including certain of internet.com's employees, officers and directors. In
addition, in March 1999, internet.com granted 4% of its total membership units
at the time (assuming full dilution, including the exercise of the Internet
World Media warrant) to certain of its employees. During the three months ending
March 31, 1999, internet.com has recorded a $1.6 million compensation charge
reflecting the fair value of the membership units granted.

STOCK INCENTIVE PLAN. In April 1999, internet.com established a stock incentive
plan under which internet.com may issue qualified incentive or nonqualified
stock options to key employees, including officers, and consultants and
directors up to an aggregate of 2,000,000 shares of common stock, of which
382,350 options were granted on April 15, 1999 under the plan. The purchase
price of the common stock under such options will be not less than the fair
market value of the shares on the date of grant. The plan will terminate on
April 15, 2009.

VENTURE CAPITAL FUND. In April 1999, internet.com established internet.com
Venture Fund I LLC, a $5.0 million venture fund that will invest in early-stage
content-based Internet properties that are not competitive with internet.com.
internet.com earns management fees for the day to day operation and general
management of the fund. internet.com will also earn a percentage of the realized
gains on investments made by this fund. internet.com has committed to invest
$600,000 in this fund at its inception.

F-13
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of internet.com LLC:

We have audited the accompanying balance sheets of the iWorld division of
Mecklermedia Corporation, as of September 30, 1997 and 1998, and the related
statements of operations, changes in division equity and cash flows for each of
the three years in the period ended September 30, 1998 and for the period
October 1, 1998 through November 23, 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 the iWorld division of
Mecklermedia Corporation, as of September 30, 1997 and 1998, and the results of
its operations and its cash flows for each of the three years in the period
ended September 30, 1998, and for the period October 1, 1998 through November
23, 1998, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Stamford, Connecticut
April 5, 1999

F-14
<PAGE>
IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

BALANCE SHEETS

(IN THOUSANDS)

<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Accounts receivable, net of allowances of $17 and $149, respectively......................... $ 432 $ 1,002
Prepaid expenses and other................................................................... 70 257
--------- ---------
Total current assets..................................................................... 502 1,259
PROPERTY AND EQUIPMENT, net.................................................................... 831 1,336
INTANGIBLE ASSETS, net......................................................................... 1,479 4,630
--------- ---------
Total assets............................................................................. $ 2,812 $ 7,225
--------- ---------
--------- ---------
LIABILITIES AND DIVISION EQUITY
CURRENT LIABILITIES:
Accounts payable............................................................................. $ 162 $ 316
Accrued payroll and related expenses......................................................... 475 625
Accrued expenses............................................................................. 31 32
--------- ---------
Total current liabilities................................................................ 668 973
DIVISION EQUITY................................................................................ 2,144 6,252
--------- ---------
Total liabilities and division equity.................................................... $ 2,812 $ 7,225
--------- ---------
--------- ---------
</TABLE>

See notes to financial statements.

F-15
<PAGE>
IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

STATEMENTS OF OPERATIONS

(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED SEPTEMBER OCTOBER 1, 1998
30, THROUGH
------------------------------- NOVEMBER 23,
1996 1997 1998 1998
--------- --------- --------- ---------------
<S> <C> <C> <C> <C>
REVENUES...................................................... $ 498 $ 1,479 $ 3,544 $ 778
COST OF REVENUES.............................................. 536 1,171 2,171 456
--------- --------- --------- -----
GROSS PROFIT.................................................. (38) 308 1,373 322
--------- --------- --------- -----
OPERATING EXPENSES:
Advertising, promotion and selling.......................... 285 881 1,406 441
General and administrative.................................. 727 751 1,349 195
Depreciation................................................ 85 326 429 67
Amortization................................................ 109 505 920 86
--------- --------- --------- -----
TOTAL OPERATING EXPENSES...................................... 1,206 2,463 4,104 789
--------- --------- --------- -----
NET LOSS...................................................... $ (1,244) $ (2,155) $ (2,731) $ (467)
--------- --------- --------- -----
--------- --------- --------- -----
</TABLE>

See notes to financial statements.

F-16
<PAGE>
IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

STATEMENTS OF CHANGES IN DIVISION EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
AND FOR THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

(IN THOUSANDS)

<TABLE>
<CAPTION>
<S> <C>
BALANCE AT SEPTEMBER 30, 1995........................................................................... $ 265
Contributions from Mecklermedia Corporation............................................................. 1,787
Net loss................................................................................................ (1,244)
---------
BALANCE AT SEPTEMBER 30, 1996........................................................................... 808
Contributions from Mecklermedia Corporation............................................................. 3,491
Net loss................................................................................................ (2,155)
---------
BALANCE AT SEPTEMBER 30, 1997........................................................................... 2,144
Contributions from Mecklermedia Corporation............................................................. 6,839
Net loss................................................................................................ (2,731)
---------
BALANCE AT SEPTEMBER 30, 1998........................................................................... 6,252
Contributions from Mecklermedia Corporation............................................................. 3,877
Net loss................................................................................................ (467)
---------
BALANCE AT NOVEMBER 23, 1998............................................................................ $ 9,662
---------
---------
</TABLE>

See notes to financial statements.

F-17
<PAGE>
IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED OCTOBER 1, 1998
SEPTEMBER 30, THROUGH
------------------------------- NOVEMBER 23,
1996 1997 1998 1998
--------- --------- --------- ---------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................................... $ (1,244) $ (2,155) $ (2,731) $ (467)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization................................ 194 831 1,349 153
Changes in operating assets and liabilities:
Accounts receivable, net................................... (142) (261) (570) (326)
Prepaid expenses and other................................. 26 (41) (187) (28)
Accounts payable and accrued expenses...................... 21 534 305 (725)
--------- --------- --------- -------
Net cash used in operating activities.................... (1,145) (1,092) (1,834) (1,393)
--------- --------- --------- -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment............................ (315) (740) (934) (91)
Acquisitions of Web sites, related Internet media properties
and other.................................................... (327) (1,659) (4,071) (2,393)
--------- --------- --------- -------
Net cash used in investing activities.................... (642) (2,399) (5,005) (2,484)
--------- --------- --------- -------

CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from Mecklermedia Corporation.................... 1,787 3,491 6,839 3,877
--------- --------- --------- -------
Net cash provided by financing activities................ 1,787 3,491 6,839 3,877
--------- --------- --------- -------
Net change in cash............................................... -- -- -- --
--------- --------- --------- -------
Cash at beginning of period...................................... -- -- -- --
--------- --------- --------- -------
Cash at end of period............................................ $ -- $ -- $ -- $ --
--------- --------- --------- -------
--------- --------- --------- -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW:
Cash paid for interest........................................... $ -- $ -- $ -- $ --
--------- --------- --------- -------
--------- --------- --------- -------
Cash paid for income taxes....................................... $ -- $ -- $ -- $ --
--------- --------- --------- -------
--------- --------- --------- -------
</TABLE>

See notes to financial statements.

F-18
<PAGE>
IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
AND FOR THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

1. ORGANIZATION AND NATURE OF BUSINESS

The accompanying financial statements and related notes reflect the carved-out
historical results of operations and financial position of the iWorld division
of Mecklermedia Corporation ("iWorld"). The Statements of Operations include all
revenues and costs directly attributable to iWorld, including costs for
facilities, functions and services used by iWorld at shared sites and
allocations of costs for certain administrative functions and services performed
by centralized departments within Mecklermedia Corporation.

iWorld consisted of a network of Web sites and related Internet media properties
that delivered the latest news and resources for the Internet industry,
directories of Internet products and services, back issues of the Mecklermedia
Corporation's print publications, and information about Mecklermedia
Corporation's trade shows.

Costs were allocated to iWorld based on management's estimate of costs
attributable to the operation of the business. Such costs are not necessarily
indicative of the costs that would have been incurred if iWorld had been a
separate entity.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION. iWorld bartered portions of the unsold advertising
impressions generated by its Web sites and related Internet media properties for
advertising and promotion in media properties owned by third parties. iWorld did
not record any revenues or expenses for such barter because it did not receive
or expend any cash and because the valuation of such transactions was difficult
to establish. Management also believed that not recording any revenues or
expenses for barter more accurately reflected its actual results of operations
and as a result provided a more meaningful presentation to the users of its
financial statements.

iWorld generated its revenues from four primary sources: the sale of advertising
on iWorld Web sites, e-mail newsletters, online discussion forums and moderated
e-mail discussion lists; e-commerce agreements; licensing of iWorld editorial
content, brands and software; and subscriptions to paid e-mail newsletters.

ADVERTISING REVENUES. Advertising revenue is recognized ratably in the
period the advertising is displayed, provided that no significant company
obligations remain and collection of the resulting receivable is probable.
Company obligations typically include guarantees of a minimum number of
advertising impressions, or times that an advertisement is viewed by users
iWorld's Web sites and related Internet media properties.

F-19
<PAGE>
IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
AND FOR THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

receivable is probable. The revenue sharing component of these agreements
is recognized as revenue in the period that the underlying sale is made by
the e-commerce affiliate.

LICENSING REVENUES. The licensing agreements vary, with iWorld typically
generating fixed fees and royalties for monthly access to editorial
content produced by iWorld. Such amounts are recognized as revenue in the
month earned.

CONCENTRATION OF CREDIT RISK. Financial instruments that potentially subject
iWorld to a significant concentration of credit risk consist primarily of cash
and accounts receivable. iWorld deposits all its cash primarily with a single
financial institution. Most of iWorld's accounts receivable as of September 30,
1996, 1997, and 1998 are from Internet-related businesses.

At September 30, 1997, and 1998, four and three customers accounted for 33% and
28% of accounts receivable, respectively. For the year ended September 30, 1996,
one customer accounted for 15% of revenues. For the year ended September 30,
1997, two customers accounted for 38% of revenues. For the year ended September
30, 1998, one customer accounted for 17% of revenues. For the period from
October 1, 1998 through November 23, 1998, one customer accounted for 21% of
revenues.

FINANCIAL INSTRUMENTS. The recorded amounts of financial instruments such as
cash and cash equivalents, accounts receivable and accounts payable approximate
their fair values due to their short maturities.

PROPERTY AND EQUIPMENT. Depreciation of computer equipment and software is
provided for by the straight-line method over estimated useful lives ranging
from three to five years. Depreciation of furniture, fixtures and equipment is
provided for by the straight-line method over estimated useful lives ranging
from five to ten years. Amortization of leasehold improvements is provided for
over the lesser of the term of the related lease or the estimated useful life of
the improvement.

F-20
<PAGE>
IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
AND FOR THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

INTANGIBLE ASSETS. Intangible assets, primarily consisting of goodwill,
resulting from acquisitions of Web sites and related Internet media properties
are being amortized using the straight-line method over periods ranging from
three to five years.

INCOME TAXES. The taxable losses of iWorld for each of the three years in the
period ended September 30, 1998 and for the period October 1, 1998 through
November 23, 1998 were included in the Mecklermedia Corporation's consolidated
income tax returns. For all periods presented, deferred income taxes and related
income tax expenses have been recorded by applying the asset and liability
approach to each component of iWorld as if it were a separate taxpayer. Under
this approach, deferred tax assets and liabilities represent the expected future
tax consequences of carryforwards and temporary differences between the carrying
amounts and the tax bases of assets and liabilities.

ADVERTISING COSTS. iWorld expensed advertising costs as incurred. Advertising
expense was approximately $62,000, $163,000, $320,000 and $167,000 for the three
years ended September 30, 1996, 1997 and 1998 and for the period October 1, 1998
through November 23, 1998, respectively.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------
<S> <C> <C>
1997 1998
--------- ---------
Computer equipment........................................................... $ 1,124 $ 1,694
Furniture, fixtures and equipment............................................ 142 420
Leasehold improvements....................................................... 48 134
--------- ---------
1,314 2,248
Less: Accumulated depreciation............................................... (483) (912)
--------- ---------
Property and equipment, net.................................................. $ 831 $ 1,336
--------- ---------
--------- ---------
</TABLE>

4. INTANGIBLES ASSETS

Intangible assets consisted of the following (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------
<S> <C> <C>
1997 1998
--------- ---------
Goodwill..................................................................... $ 1,787 $ 5,690
Trademarks................................................................... 306 474
--------- ---------
2,093 6,164
Less: Accumulated amortization............................................... (614) (1,534)
--------- ---------
Intangible assets, net....................................................... $ 1,479 $ 4,630
--------- ---------
--------- ---------
</TABLE>

F-21
<PAGE>
IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
AND FOR THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

5. ACQUISITIONS OF ASSETS

iWorld acquired various Web sites and related Internet media properties during
the years ended September 30, 1996, 1997, 1998 and the period from October 1,
1998 through November 23, 1998. These acquisitions were accounted for as
purchases, and accordingly, the assets and liabilities of the acquired Web sites
and related Internet media properties have been recorded at their estimated fair
values at the dates of acquisition. The excess of purchase price over the
estimated fair values of the net assets acquired, in the amount of $230,000 in
1996, $1.4 million in 1997, $3.9 million in 1998, and $2.4 million for the
period October 1, 1998 through November 23, 1998, has been recorded as goodwill
and is being amortized over the estimated useful lives. The pro forma results
for the years ended September 30, 1996, 1997, 1998 and the period from October
1, 1998 through November 23, 1998, assuming these acquisitions had been made at
the beginning of the related periods, would not be materially different from
reported results.

6. INCOME TAXES

The operating results of iWorld were included in the consolidated tax returns of
Mecklermedia. The methodology for allocating income tax expense to iWorld is set
forth in Note 2. For all periods presented, valuation allowances were recorded
against income tax benefits generated from the losses from iWorld.

The provision (benefit) for income taxes consisted of the following (in
thousands):

<TABLE>
<CAPTION>
FOR THE YEARS ENDED SEPTEMBER OCTOBER 1,
30, 1998 THROUGH
------------------------------- NOVEMBER 23,
1996 1997 1998 1998
--------- --------- --------- -------------
<S> <C> <C> <C> <C>
Current provision (benefit):
Federal............................................................. $ (18) $ (11) $ (37) $ 43
State............................................................... (5) (3) (9) 11
--------- --------- --------- ------
(23) (14) (46) 54

Deferred provision (benefit):
Federal............................................................. 18 11 37 (43)
State............................................................... 5 3 9 (11)
--------- --------- --------- ------
$ -- $ -- $ -- $ --
--------- --------- --------- ------
--------- --------- --------- ------
</TABLE>

F-22
<PAGE>
IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
AND FOR THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

At September 30, 1996, 1997 and 1998 and November 23, 1998, iWorld had future
federal and state income tax benefits as follows (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30, NOVEMBER 23,
------------------------------- -------------
1996 1997 1998 1998
--------- --------- --------- -------------
<S> <C> <C> <C> <C>
Net operating losses................................................. $ 602 $ 1,390 $ 2,388 $ 2,559
Excess of amortization of intangibles for financial reporting
purposes over income taxes......................................... 46 114 314 307
Excess of depreciation of property and equipment for income tax
purposes over financial reporting.................................. (13) (44) (58) (58)
Reserves recorded for financial reporting purposes................... 9 41 38 99
--------- --------- --------- -------------
Total future federal and state income tax benefits................... 644 1,501 2,682 2,907
Less valuation allowances............................................ (644) (1,501) (2,682) (2,907)
--------- --------- --------- -------------
Deferred income tax asset............................................ $ -- $ -- $ -- $ --
--------- --------- --------- -------------
--------- --------- --------- -------------
</TABLE>

At November 23, 1998, iWorld had available net operating loss carryforwards for
its federal income tax purposes of approximately $7.0 million which will expire
beginning in 2009.

A reconciliation setting forth the difference between the effective income tax
rate of iWorld and the U.S. Federal statutory tax rate is as follows (in
thousands):

<TABLE>
<CAPTION>
OCTOBER 1,
FOR THE YEARS ENDED SEPTEMBER 1998
30, THROUGH
------------------------------- NOVEMBER 23,
1996 1997 1998 1998
--------- --------- --------- -------------
<S> <C> <C> <C> <C>
Federal statutory tax rate........................................... $ 423 $ 733 $ 928 $ 159
State taxes.......................................................... 61 105 133 23
Losses without income tax benefits................................... (487) (841) (1,064) (183)
Provision for non-deductible expenses................................ 3 3 3 1
--------- --------- --------- -------------
$ -- $ -- $ -- $ --
--------- --------- --------- -------------
--------- --------- --------- -------------
</TABLE>

7. EMPLOYEE BENEFIT PLAN

iWorld participated in Mecklermedia's defined contribution plan which qualified
under Section 401(k) of the Internal Revenue Code for employees meeting certain
service requirements. The plan allowed eligible employees to contribute up to
15% of their compensation to the plan. At the discretion of Mecklermedia's board
of directors, Mecklermedia was also able to make contributions dependent on
profits each year for the benefit of all eligible employees under the plan.
There were no discretionary contributions for any of the periods presented.

8. RELATED PARTY TRANSACTIONS

The accompanying financial statements include costs for cash management,
accounting, legal and network operations that were provided to iWorld by
Mecklermedia, in addition to allocated costs for facility charges at shared
sites, including rent and equipment usage. Costs for cash management accounting,
legal and network operations have been allocated to iWorld based on internet.com
management's estimated percentage of the time spent by Mecklermedia employees on
iWorld to total

F-23
<PAGE>
IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
AND FOR THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

department time. The costs for facility charges are based on the percentage of
usage by the iWorld Division of Mecklermedia to the overall costs. Such
allocations are not necessarily indicative of the costs that would have been
incurred if iWorld had been a stand-alone entity. However, management believes
the differences between the allocated costs and cost to obtain such services
from outside third parties would not be material.

Costs allocated to iWorld by Mecklermedia were approximately $440,000, $777,000,
$1,185,000 and $150,000 for the years ended September 30, 1996, 1997 and 1998
and for the period from October 1, 1998 through November 23, 1998, respectively.
For the year ended September 30, 1996, allocated costs of $23,000 and $417,000
were included in cost of revenues and general and administrative expenses,
respectively. For the year ended September 30, 1997, allocated costs of $67,000
and $710,000 were included in cost of revenues and general and administrative
expenses, respectively. For the year ended September 30, 1998, allocated costs
of $100,000 and $1,085,000 were included in cost of revenues and general and
administrative expenses, respectively. All of the allocated costs for the period
from October 1, 1998 through November 23, 1998, were included in general and
administrative expenses.

Mecklermedia funded the working capital requirements of iWorld based upon a
centralized cash management system.

F-24
<PAGE>

Inside Back Cover

[Artwork for prospectus inside back cover page shows the internet.com
logo surrounded by the names of internet.com's 53 Web sites.]

Outside Back Cover

[Artwork for prospectus outside back cover page consists of the
internet.com logo, tag line and universal resource locator]

<PAGE>
SHARES

INTERNET.COM CORPORATION

COMMON STOCK

[LOGO]
THE E-BUSINESS AND INTERNET TECHNOLOGY NETWORK

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

PROSPECTUS
------------------

Until , 1999, 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 underwriters and with respect to their unsold
allotments or subscriptions.

U.S. BANCORP PIPER JAFFRAY

WILLIAM BLAIR & COMPANY

, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses to be paid by the Registrant in connection with this offering are
as follows. All amounts other than the SEC registration fee, NASD filing fee and
Nasdaq National Market application fee are estimates.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............................. $13,427.40
NASD filing fee................................................................. 5,330
Nasdaq National Market listing fee.............................................. *
Printing........................................................................ *
Legal fees and expenses......................................................... *
Accounting fees and expenses.................................................... *
Road show expenses.............................................................. *
Blue Sky fees and expenses...................................................... *
Transfer agent and registrar fees............................................... *
Miscellaneous................................................................... *
---------
Total..................................................................... $ *
---------
---------
</TABLE>

- ---------------------------------------------
* To be filed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's board of directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").

As permitted by the Delaware General Corporation Law, the Registrant's Amended
and Restated Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law (regarding unlawful dividends and stock purchases) or (iv) for
any transaction from which the director derived an improper personal benefit.

As permitted by the Delaware General Corporation Law, the Bylaws of the
Registrant provide that (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions, (ii) the Registrant
may indemnify its other employees and agents as set forth in the Delaware
General Corporation Law, (iii) the Registrant is required to advance expenses,
as incurred, to its directors and executive officers in connection with a legal
proceeding to the fullest extent permitted by the Delaware General Corporation
Law, subject to certain very limited exceptions and (iv) the rights conferred in
the Bylaws are not exclusive.

The Registrant intends to enter into Indemnification Agreements with each of its
directors and executive officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
the Registrant's Amended and Restated Certificate of Incorporation and to
provide additional procedural protections. At present, there is no pending

II-1
<PAGE>
litigation or proceeding involving a director, officer or employee of the
Registrant regarding which indemnification is sought, nor is the Registrant
aware of any threatened litigation that may result in claims for
indemnification.

Reference is also made to Section 6 of the purchase agreement, which provides
for the indemnification of officers, directors and controlling persons of the
Registrant against certain liabilities. The indemnification provision in the
Registrant's Amended and Restated Certificate of Incorporation, Bylaws and the
Indemnification Agreements entered into between the Registrant and each of its
directors and executive officers may be sufficiently broad to permit
indemnification of the Registrant's directors and executive officers for
liabilities arising under the Securities Act.

The Registrant, with approval by the Registrant's Board of Directors, expects to
obtain directors' and officers' liability insurance.

Reference is made to the following documents filed as exhibits to this
registration statement regarding relevant indemnification provisions described
above and elsewhere herein:

<TABLE>
<CAPTION>
DOCUMENT EXHIBIT NUMBER
- ------------------------------------------------------------------------------- ---------------
<S> <C>
Purchase Agreement (draft dated , 1999)............................ 1.01
Form of Amended and Restated Certificate of Incorporation of Registrant........ 3.02
Bylaws of Registrant........................................................... 3.03
Form of Indemnification Agreement.............................................. 10.01
</TABLE>

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Upon the closing of this offering, internet.com LLC will be converted into a
corporation and all membership interests will be converted into common stock of
the Registrant at the rate of 16,215.891 shares per membership unit. The share
numbers in this table give effect to the conversion of internet.com LLC into a
corporation immediately prior to the closing of this offering.

All sales were made in reliance on Section 4(2) of the Securities Act and/or
Regulation D promulgated under the Securities Act. These sales were made without
general solicitation or advertising. Each purchaser was an "accredited investor"
or a sophisticated investor with access to all relevant information necessary to
evaluate the investment who represented to the Registrant that the shares were
being acquired for investment.

<TABLE>
<CAPTION>
DATE(S) OF TITLE OF NUMBER OF AGGREGATE FORM OF
NAME SALE SECURITIES SHARES PURCHASE PRICE CONSIDERATION
- ------------------------------------------- -------------- ----------- ----------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
William A. Schutzer........................ March 1999 Units 405,397 $ 1,000,000 Cash
Internet World Media, Inc.................. March 1999 Units 180,772 445,949 Cash
James S. Mulholland III.................... March 1999 Units 50,675 125,000 Cash
Marie Mulholland Flatness.................. March 1999 Units 50,675 125,000 Cash
New River Capital Partners................. March 1999 Units 50,675 125,000 Cash
Certain Employees, Officers and Directors
of the Registrant........................ March 1999 Units 170,267 420,000 Cash
</TABLE>

II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT TITLE
- ----------------- -------------------------------------------------------------------------------------------------
<C> <S>
1.01 Purchase Agreement*

2.01 Form of Merger Agreement to be entered into by internet.com LLC and the Registrant*

3.01 Registrant's Certificate of Incorporation

3.02 Form of Registrant's Amended and Restated Certificate of Incorporation*

3.03 Registrant's Bylaws

4.01 Form of Specimen Stock Certificate for the Registrant's Common Stock*

4.02 Registration Rights Agreement, dated as of November 24, 1998, by and among internet.com LLC and
Internet World Media, Inc.

4.03 Warrant to purchase units of internet.com LLC, issued to Internet World Media, Inc. on November
24, 1998

5.01 Opinion of Willkie Farr & Gallagher regarding the legality of the securities being registered*

10.01 Form of Indemnification Agreement to be entered into between the Registrant and each of its
directors and executive officers*

10.02 Second Amended and Restated Limited Liability Company Agreement of internet.com LLC, dated as of
March 25, 1999

10.03 Services Agreement by and among Penton Media, Inc., Internet World Media, Inc. and internet.com
LLC, dated as of November 24, 1998

10.04 Trademark Co-License Agreement by and between Internet World Media, Inc. and internet.com LLC,
dated as of November 24, 1998

10.05 Copyright Co-License Agreement by and between Internet World Media, Inc. and internet.com LLC,
dated as of November 24, 1998

10.06 Form of Registrant's 1999 Stock Incentive Plan*

10.07 Employment Agreement between the Registrant and Christopher S. Cardell*

10.08 Employment Agreement between the Registrant and Christopher J. Baudouin*

10.09 Specimen Advertising Insertion Order*

21.01 Subsidiaries of the Registrant*

23.01 Consent of Willkie Farr & Gallagher (included in Exhibit 5.01)*

23.02 Consent of Arthur Andersen LLP

24.01 Power of Attorney (see page II-5 of the Registration Statement)

27.01 Financial Data Schedule (EDGAR Version Only)

99.01 Consent of Beverly C. Chell

99.02 Consent of Michael J. Davies
</TABLE>

- ---------------------------------------------
* To be supplied by amendment.

(b) Financial Statement Schedule

II-3
<PAGE>
ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the underwriters at
the closing specified in the purchase agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

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 described under Item 14 above, 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 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-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Westport, State of
Connecticut, on the 15th day of April 1999.

INTERNET.COM CORPORATION

By: /s/ ALAN M. MECKLER
-----------------------------------------
Alan M. Meckler
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Alan M. Meckler and Christopher S. Cardell, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and in his 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 sign any registration statement for the
same offering covered by this registration statement that is to be effective
upon filing pursuant to Rule 462 promulgated under the Securities Act, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

In accordance with the requirements of the Securities Act, this registration
statement was signed by the following persons in the capacities and on the dates
indicated.

NAME TITLE(S) DATE
- ------------------------------ --------------------------- -------------------
/s/ ALAN M. MECKLER Director, Chairman and
- ------------------------------ Chief Executive Officer April 15, 1999
Alan M. Meckler

/s/ CHRISTOPHER S. CARDELL Director, President and
- ------------------------------ Chief Operating Officer April 15, 1999
Christopher S. Cardell

/s/ CHRISTOPHER J. BAUDOUIN Chief Financial Officer
- ------------------------------ April 15, 1999
Christopher J. Baudouin

/s/ DAVID B. NUSSBAUM Director
- ------------------------------ April 15, 1999
David B. Nussbaum

II-5
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of internet.com LLC:

We have audited in accordance with generally accepted auditing standards the
financial statements of internet.com LLC included in this registration statement
and have issued our report thereon dated April 5, 1999. Our audit was made for
the purpose of forming an opinion on the basic financial statements taken as a
whole. The financial statement schedule on the following page is the
responsibility of the company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Stamford, Connecticut
April 5, 1999
<PAGE>
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
INTERNET.COM LLC

<TABLE>
<CAPTION>
INCEPTION
(NOVEMBER 24, 1998) THROUGH
(IN THOUSANDS) DECEMBER 31, 1998
-----------------------------
<S> <C>
Balance at beginning of the period.................................................... $ --
Additions charged to statement of operations.......................................... 42
-----
Balance at end of period.............................................................. $ 42
-----
-----
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of internet.com LLC:

We have audited in accordance with generally accepted auditing standards the
financial statements of the iWorld division of Mecklermedia Corporation included
in this registration statement and have issued our report thereon dated April 5,
1999. Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The financial statement schedule on the
following page is the responsibility of the company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Stamford, Connecticut
April 5, 1999
<PAGE>
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS

IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED SEPTEMBER OCTOBER 1,
30, 1998 THROUGH
------------------------------- NOVEMBER 23,
(IN THOUSANDS) 1996 1997 1998 1998
--------- --------- --------- ---------------
<S> <C> <C> <C> <C>
Balance at beginning of the period.......................................... $ -- $ 9 $ 17 $ 149
Additions charged to statement of operations................................ 9 8 152 17
Deductions from reserves.................................................... -- -- (20) --
--------- --------- --------- -----
Balance at end of period.................................................... $ 9 $ 17 $ 149 $ 166
--------- --------- --------- -----
--------- --------- --------- -----
</TABLE>
<PAGE>
EXHIBIT INDEX