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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
__________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 14, 2000
uBID, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
0-25119 33-0775328
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(Commission File Number) (I.R.S. Employer
Identification No.)
8550 Bryn Mawr Ave Suite 200
Chicago, Illinois 60631
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(Address of Principal Executive Offices) (Zip Code)
(847) 860-5000
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(Registrant's telephone number,
including area code)
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Item 5. Other Events.
On February 9, 2000, CMGI, Inc., a Delaware corporation ("CMGI"), agreed to
acquire uBid, Inc., a Delaware corporation ("uBid"), through a merger of Senlix
Corporation, a Delaware corporation and a wholly owned subsidiary of CMGI (the
"Transitory Subsidiary"), with and into uBid, as a result of which the
stockholders of uBid will become stockholders of CMGI. Under the terms of the
Agreement and Plan of Merger and Reorganization, CMGI will issue .2628 shares of
common stock for every share of uBid common stock held on the record date of the
transaction. The merger is expected to close in May 2000 and is subject to
customary conditions, including approval by uBid stockholders. The press release
announcing the transaction is filed as Exhibit 99.1 hereto.
The information set forth in the Registrant's press release dated February
10, 2000 is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated February 10, 2000.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
uBID, INC.
Date: February 14, 2000 By: /s/ Thomas E. Werner
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Thomas E. Werner
Chief Financial Officer
(Principal Financial Officer)
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Index to Exhibits
Exhibit Description
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99.1 Text of Press Release dated February 10, 2000
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CMGI TO ACQUIRE uBID.COM
CMGI TO EXPAND B2B FOCUS WHILE DRIVING INCREASED TRAFFIC
TO FAST-GROWING B2C BUSINESS OF POPULAR AUCTION SITE
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EDITOR'S SUMMARY:
. CMGI announces definitive agreement to acquire uBid.com in an all-stock
transaction valued at approximately $407 million
. CMGI to accelerate uBid.com traffic growth, revenue streams by maximizing
synergies with existing network properties such as MyWay.com, iCAST,
yesmail.com* and AltaVista, and enhance inventory management and product
fulfillment services through SalesLink
. uBid.com to contribute industry-leading capabilities in online merchandising
and inventory management for growth of CMGI-affiliated e-commerce properties
. Acquisition expected to close in May 2000, following shareholder and
regulatory approvals
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ANDOVER, MASS. AND CHICAGO, ILL.- FEBRUARY 10, 2000- CMGI, Inc. (Nasdaq: CMGI),
the world's largest and most diversified network of Internet companies,
announced today that it has signed a definitive merger agreement to acquire
uBid.com (NASDAQ: UBID), a leading e-commerce auction site, in a stock-for-stock
merger transaction valued at approximately $407 million. Under the terms of the
merger agreement, CMGI will issue .2628 CMGI shares for every share of uBid.com
held on the closing date of the transaction. Closing of the transaction,
expected in May of 2000, is subject to customary regulatory approvals, including
formal approval by uBid.com shareholders. Upon closing, uBid.com will become a
majority-owned operating company of CMGI.
uBid.com, the Internet leader in business-to-consumer auctions, operates a
thriving online auction marketplace offering brand-name products to both
consumers and businesses. uBid.com provides consumers the opportunity to set
their own prices on popular products at significant discounts to those found in
traditional channels. In addition, uBid.com auctions provide leading suppliers
such as Sony, IBM, Hewlett Packard, Canon, Epson, and Harmon Kardon, with an
inexpensive and highly efficient channel for selling excess or unique items on a
timely basis, while preserving their existing distribution channels.
uBid.com's auctions feature a rotating selection of brand name items in 12
categories or "stores": computers; monitors, printers and more; consumer
electronics; home & leisure; sports ad recreation; jewelry & gifts; off-lease
computers; clothing and apparel; home improvements; art; appliance; and travel
and events.
To help accelerate uBid.com's already impressive growth and revenue performance,
upon closing of the transaction CMGI intends to exploit a number of highly
synergistic opportunities with other companies now in the CMGI network. These
include several opportunities with both business- to-consumer (B2C) and
business-to-business (B2B) e-commerce companies that can distribute inventory
through uBid.com. Additionally, CMGI expects to integrate uBid.com's auction and
merchandising capabilities into the enterprise arena through its extensive
network of business-to-business affiliates, such as CMGI Solutions and
MyWay.com.
CMGI also intends to leverage its existing network of sites to drive increased
traffic, as well as apply the strengths of its marketing and advertising
properties, such as Engage and yesmail.com*, to help uBid.com more effectively
monetize its site traffic and mine its growing database of more than a million
registered users.
"Online auctions, both B2C and B2B, are one of the fastest-growing areas of the
Internet, and uBid.com has distinguished itself in the market with highly
differentiated merchandising and inventory management capabilities that will
prove hugely valuable as this model scales for the future," said David
Wetherell, Chairman and CEO, CMGI. "We believe there's tremendous opportunity in
applying these techniques to CMGI's existing e-commerce companies, and in
building aggressively to extend these technologies into the emerging B2B
marketplace through licensing and other channels."
"Joining the CMGI network of companies will allow uBid.com to more rapidly and
more efficiently expand our unique merchandising model in both the B2B and B2C
market segments," said Greg Jones, Chairman and CEO of uBid.com. "In addition to
greatly increasing our reach in the consumer marketplace, the vast array of
partnership opportunities with CMGI network companies will lead to new sources
of unique merchandise, as well as powerful new distribution outlets for our
auction technology platform."
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uBid.com was founded in April of 1997 by Creative Computers to facilitate the
movement of excess and refurbished inventory through the online commerce
channel. The company was later incorporated in 1997 and became listed on the
Nasdaq exchange through an initial public offering on December 4, 1998.
ABOUT CMGI AND CMGI @VENTURES
With more than 60 companies, CMGI, Inc. (Nasdaq: CMGI) represents the largest,
most diverse network of Internet companies in the world. This network includes
both CMGI operating companies and a growing number of synergistic investments
through its venture capital affiliate, CMGI @Ventures. CMGI leverages the
technologies, content and market reach of its extended family of companies to
foster rapid growth and industry leadership across its network, and the larger
Internet Economy. Compaq, Intel, Microsoft, Pacific Century CyberWorks and
Sumitomo hold minority positions in CMGI.
CMGI's majority-owned operating companies include Engage Technologies (Nasdaq:
ENGA), NaviSite (Nasdaq: NAVI), 1ClickBrands, 1stUp.com, Activate.net, AdForce,
Adsmart, AltaVista, CMGI Solutions, Equilibrium, Flycast, iCAST, Magnitude
Network, MyWay.com, NaviNet, SalesLink, Tribal Voice and ZineZone. The company's
venture capital affiliate, CMGI @Ventures, has ownership interests in Lycos,
Inc. (Nasdaq: LCOS), Critical Path (Nasdaq: CPTH), Silknet (Nasdaq: SILK),
Chemdex (Nasdaq: CMDX), MotherNature.com (Nasdaq: MTHR), Asimba.com,
AuctionWatch.com, Aureate Media, blaxxun, BizBuyer.com, Boatscape.com,
buyersedge.com, CarParts.com, CraftShop.com, eCircles.com, eGroups.com, EXP.com,
FindLaw, FoodBuy.com, Furniture.com, Gamers.com, Half.com, HotLinks, Industria,
INPHO/HomePriceCheck.com, Intelligent/Digital, KnowledgeFirst, KOZ.com,
Mondera.com, MyFamily.com, NextMonet.com, NextOffice.com, NextPlanetOver.com,
Oncology.com, OneCore.com, PlanetOutdoors.com, Productopia, SnapFish.com, Speech
Machines, ThingWorld.com, Vicinity, Virtual Ink, Visto, Vstore and WebCT.
CMGI and CMGI @Ventures Corporate headquarters are located at 100 Brickstone
Square, Andover, MA 01810. Telephone: 978-684-3600. Fax: 978-684-3814. CMGI
@Ventures also has offices at 3000 Alpine Road, Menlo Park, CA 94028; 650-233-
0333. Additional information is available on the company's Web sites at
http://www.cmgi.com and http://www.ventures.com.
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ABOUT uBID.COM
uBid.com is a leading online auction and e-commerce site offering brand name
products to consumers and businesses through live-action bidding using
sophisticated auction technology. The company's Internet auctions feature a
rotating selection of brand-name computers, consumer electronics, housewares,
sporting goods and memorabilia, jewelry, apparel, appliances, art, travel and
events, home improvement products, and off-lease computer equipment. Industrial
and manufacturing equipment is also available at www.srauction.com and
www.ironmall.com.
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uBid.com is committed to providing all customers with the highest-quality
auction experience on the Internet and offers supplier warranties on most
consumer products. uBid.com also meets Better Business Bureau Online standards,
which give customers the confidence and security to bid safely online.
uBid.com, with headquarters in Illinois, is a publicly traded company (Nasdaq:
UBID). For more information, visit the company's Web site at www.ubid.com.
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EDITOR'S NOTE: Executives from CMGI and uBid.com will be available to discuss
the pending acquisition on an conference call scheduled for today at 10 AM EST.
Interested parties may participate in the call by dialing 1-800-553-5275;
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international callers may dial (612) 332-0530. The conference call will also be
webcast from the CMGI and uBid.com web sites at
http://www.cmgi.com/investor/webcast.html and
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http://www.ubid.com/about/press.asp.
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CMGI and uBid expect to file a proxy statement/prospectus under the securities
act of 1933 with respect to the business combination described herein. Investors
are urged to read the relevant documents filed or to be filed with the
Securities and Exchange Commission because they contain important information.
Investors may obtain these documents for free at the web site maintained by the
Securities and Exchange commission at http://www.sec.gov. In addition, any such
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documents, excluding exhibits, may be obtained from CMGI without charge by
requesting them in writing or by telephone at the following address: CMGI, Inc.;
attention: Catherine Taylor, Director of Investor Relations; 100 Brickstone
Square; Andover, MA 01810; Telephone: (978) 684-3600; http://www.cmgi.com.
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# # #
This release contains forward-looking statements based on current expectations
or beliefs, as well as a number of assumptions about future events, and these
statements are subject to important factors and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. The forward-looking statements in this release address a variety of
subjects including, for example, the expected benefits resulting from the
acquisition of uBid by CMGI and the expected ability of CMGI to leverage its
existing network of sites. The following factors, among others, could cause
actual results to differ materially from those described in these forward-
looking statements: the successful completion of the acquisition of uBid; the
risk that uBid's business will not be successfully integrated with the business
of CMGI; and increased competition and technological changes in the industries
in which CMGI and uBid compete. For a detailed discussion of these and other
cautionary statements, please refer to CMGI's filings with the Securities and
Exchange Commission, including CMGI's Annual Report on Form 10-K for the most
recently ended fiscal year.
*On December 15, 1999, CMGI announced a definitive agreement to acquire
yesmail.com. The acquisition, subject to regulatory and shareholder approvals,
is expected to close in March 2000.
CONTACTS:
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For CMGI: Deidre Moore Catherine Taylor
CMGI Public Relations CMGI Investor Relations
(978) 684-3655 (978) 684-3540
[email protected] [email protected]
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For uBid.com: Bret Werner
Alan Taylor Communications
(212) 714-1280
[email protected]
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