INTERNET COM CORP
8-K, EX-99, 2000-12-26
BUSINESS SERVICES, NEC
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INTERNET.COM ACQUIRES WEB SITE AND E-MAIL NEWSLETTER ASSETS FROM EARTHWEB INC.


(New York, NY - December 26, 2000)- internet.com Corporation (Nasdaq: INTM,
www.internet.com), the Internet Industry Portal, today announced that it has
signed a definitive asset purchase agreement to acquire 14 Web sites and 18
e-mail newsletters from EarthWeb Inc. (Nasdaq: EWBX). The EarthWeb Web site,
www.EarthWeb.com was included in the acquisition. All of these properties are
focused on content for the Information Technology and Internet industries. The
transaction is expected to close at the end of business today.

Through its network of Information Technology (IT)-related Web sites and e-mail
newsletters, EarthWeb (www.earthweb.com) provides a comprehensive set of
solutions to a broad range of IT and Internet professionals including all job
titles from CTOs to programmers. As a result of their market positioning, the
acquired Internet media properties have captured a critical mass of IT
decision-makers and Internet professionals with attractive demographics who
collectively command significant spending power.

In addition to EarthWeb.com, the Web sites acquired by internet.com include:

Developer.com (www.developer.com), Datamation (www.datamation.com), CrossNodes
(www.crossnodes.com), SysOpt.com (www.sysopt.com), ERP Hub (www.erphub.com),
Open Source IT (www.opensourceit.com), Javascripts.com (www.javascripts.com),
JARS.com (www.jars.com), HTML Goodies (www.htmlgoodies.com), Gamelan
(www.gamelan.com), CodeGuru.com (www.codeguru.com), Intranet Journal
(www.intranetjournal.com), CIN (http://www.cin.earthweb.com/) and EarthWeb
Direct (www.earthwebdirect.com).

internet.com also acquired 18 related e-mail newsletters and will likely launch
several more associated with these new properties in the near future. The Web
sites will be appropriately incorporated into several of internet.com's current
channels including the Web Developer, Internet Technology and Windows Internet
Technology channels. Also as part of this acquisition, 46 EarthWeb employees are
being offered employment with internet.com. The majority of these employees hold
sales positions, with the balance being editorial and IT professionals.

"This acquisition provides internet.com with tremendous business growth
opportunities by adding high quality IT traffic, content, resources and
advertising options to our network. These Web sites and e-mail newsletters have
built a loyal following among IT and Internet professionals and have a rock
solid reputation throughout the industry as leading resources for news and
analyses," said Alan M. Meckler, Chairman and CEO of internet.com. "This
acquisition will dramatically increase internet.com's reach into the critical IT
industry, thus presenting our current advertisers additional options, as well as
opening new promotional avenues for EarthWeb.com advertisers who had not
previously advertised on our other sites. We envision tremendous operational
synergies between our existing and new properties, and are very excited that
this strong team is joining us. Another added advantage of this transaction is
the relationship going forward with Dice.com and the people who built these fine
properties. Initially, we expect to incur costs associated with integrating this
business, after which we expect that this acquisition will be breakeven for
internet.com on a cash earnings basis. By the fourth


<PAGE>


quarter of 2001, we anticipate that this acquisition will be accretive to
internet.com on a cash earnings basis."

Business Outlook

The following forward looking-statements reflect internet.com's expectations as
of December 26, 2000. Given the emerging nature of online advertising, potential
changes in general economic conditions, and the various other risk factors
discussed below, actual results may differ materially. internet.com intends to
continue its practice of not updating forward-looking statements until its next
quarterly results announcement, other than in publicly available statements.

Future Expectations

<TABLE>
<CAPTION>

                               Q4 2000      Q1 2001      Q2 2001       Q3 2001     Q4 2001
<S>                            <C>          <C>          <C>           <C>         <C>

Revenues ($M)                  $15.5-16.0   $17.0-18.5    $18.0-19.5   $20.0-21.5  $22.0-24.0
Cost of revenues                   46-47%       42-44%        40-42%       37-39%      35-38%
Adv., promo. & selling             32-33%       38-40%        39-41%       38-40%      33-36%
General & admin.                   18-19%       18-19%        17-18%       16-17%      14-16%
Depreciation ($M)                    $0.6         $0.7          $0.8         $0.9        $0.9
Amortization ($M)                    $9.0        $10.0         $10.5        $10.5       $10.3
Interest income ($M)                 $0.9         $0.8          $0.7         $0.6        $0.5
Share Count (M)                      25.5         25.5          25.6         25.6        25.7
</TABLE>

About EarthWeb Inc.

EarthWeb Inc. (Nasdaq: EWBX, www.ewbx.com), the IT Career Solutions Companytm,
is the leading online provider of career development resources to the world's
Information Technology (IT) professionals. EarthWeb provides services to hire,
train and retain IT professionals through dice.com, the leading online IT job
board, as ranked by Media Metrix and Alexa in 2000, and MeasureUp, a leading
provider of preparation products for IT professional certifications.

About internet.com

internet.com Corporation (http://www.internet.com), the Internet Industry
Portal, is headquartered in Darien, CT. It is a leading provider of global
real-time news and information resources for Internet industry and Internet
technology professionals, Web developers and experienced Internet users.
internet.com owns and operates a network of 164 Web sites, over 300 e-mail
newsletters, 136 online discussion forums and over 400 moderated e-mail
discussion lists that generate over 200 million page views monthly
(pre-acquisition). Total "views," which include Web site page views, e-mail
newsletter views and e-mail discussion list views, are over 250 million per
month (pre-acquisition) . According to NetRatings, internet.com has over 3.7
million unique users in the United States alone (pre-acquisition). Over 25% of
internet.com's views are from outside of the U.S. internet.com's global presence
includes editions for Arabia, Asia, Australia, Belgium, Canada, China, Espanol,
France, Germany, Hong Kong, India, Israel, Italy, Japan, Korea, The Netherlands,
New Zealand, Singapore, South Africa, Taiwan, Turkey and the United Kingdom.
Interested advertisers should contact Susan Leiterstein, Vice President and
Publisher of internet.com, at [email protected] or (203) 662-2962. For
commerce and licensing opportunities, contact David Arganbright, Vice President,
Commerce and Licensing, at [email protected] or (203) 662-2858.

internet.com Conference Call Alert

Alan M. Meckler, Chairman and CEO, Christopher S. Cardell, President and COO,
and Christopher J. Baudouin, CFO of internet.com, invite you to participate in a
conference call to discuss this acquisition today, December 26 at 5:00 pm EST.
The conference call number is 1-888-753-6712 for domestic participants and
1-706-679-5112 for international participants; pass code: 203-662-2989. Please
call five minutes in advance to ensure that you are connected prior to the
presentation.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release which are not historical facts are
"forward-looking statements" that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve risks and uncertainties which could cause
actual results to differ materially from those described in the forward-looking
statements. The potential risks and uncertainties address a variety of subjects
including, for example, the competitive environment in which internet.com
competes; the unpredictability of internet.com's future revenues (including
those resulting from online advertising on internet.com's network of Web sites
and related internet media properties), expenses, cash flows and stock price;
internet.com's investments in international and venture fund investments; any
material change in internet.com's intellectual property rights and continued
growth and acceptance of the Internet. For a more detailed discussion of such
risks and uncertainties, refer to internet.com's reports filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933 and
the Securities Exchange Act of 1934. The forward-looking statements included
herein are made as of the date of this press release, and internet.com assumes
no obligation to update the forward-looking statements after the date hereof.

For more information contact:

Mary Ann Boland
internet.com Corporation
(212) 547-7939
[email protected]
--------------------

All current internet.com Corp. press releases can be found on the World Wide Web
at (http://www.internet.com/corporate/press.html)

        internet.com Corp., 23 Old Kings Highway South, Darien, CT 06820;
                      (203) 662-2800; fax: (203) 655-4686;
                               [email protected]
                            http://www.internet.com/




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