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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 22, 1999
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Engage Technologies, 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)
000-26671 04-3281378
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(Commission File Number) (I.R.S. Employer Identification No.)
100 Brickstone Square
Andover, Massachusetts 01810
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(Address of Principal Executive Offices) (Zip Code)
(978) 684-3884
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On December 22, 1999, Engage Technologies, Inc., a Delaware corporation
("Registrant"), completed its acquisition of AdKnowledge Inc., a California
corporation ("AdKnowledge"), a provider of products and services which allow
online marketers and ad agencies to plan, target, serve, track and analyze
advertising campaigns. Previously, on September 23, 1999, the Registrant, CMGI,
Inc., a Delaware corporation and the majority stockholder of Registrant
("CMGI"), AK Acquisition Corp., a California corporation and a wholly-owned
subsidiary of CMGI ("Transitory Sub"), AdKnowledge , and Steve Findley, John
Mracek and Kevin Wandryk (collectively, the "Shareholder Representative")
executed an Agreement and Plan of Merger and Contribution (the "Merger
Agreement"). Upon the completion of the transactions contemplated by the Merger
Agreement, AdKnowledge became a wholly-owned subsidiary of Registrant.
Specifically, the Merger Agreement contemplated:
First, a merger of Transitory Sub with and into AdKnowledge, with
AdKnowledge being the surviving corporation (the "Surviving Corporation").
In this merger, all the AdKnowledge preferred shareholders received an
aggregate of approximately $170,000,000 of CMGI common stock and a new
class of AdKnowledge common stock ("Surviving Corporation Common Stock"),
and all common shareholders of AdKnowledge received shares of Surviving
Corporation Common Stock. Upon completion of this merger on November 30,
1999, CMGI owned approximately 88% of the Surviving Corporation Common
Stock.
Second, CMGI and other shareholders of Surviving Corporation
contributed their Surviving Corporation Common Stock to Registrant in
exchange for approximately $193,000,000 of Registrant's common stock. The
value of the Registrant common stock being delivered is $34.60. The
Registrant issued common stock from its authorized but unissued capital
stock.
Third, Registrant consummated a California short-form merger between
Surviving Corporation and a wholly-owned subsidiary of Registrant ("Engage
Sub"), pursuant to which Engage Sub merged with and into Surviving
Corporation, with Surviving Corporation being the surviving corporation in
such merger. Any remaining holders of Surviving Corporation Common Stock
received Registrant's common stock in this merger.
These transactions were intended to be tax free under Section 368(a) and
Section 351 of the Internal Revenue Code of 1986, as amended, and to be
accounted for as a purchase.
On December 22, 1999, Registrant announced the closing of the Contribution.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
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Audited financial statements of AdKnowledge, and the notes thereto,
required by this Item will be filed by amendment to this Form 8-K not later than
March 6, 2000.
(b) Pro Forma Financial Information.
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The pro forma financial information required by this Item will be filed by
amendment to this Form 8-K not later than March 6, 2000.
(c) Exhibits.
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99.1 Agreement and Plan of Merger and Contribution, dated September
23, 1999, by and among the Registrant, CMGI, Inc., AK Acquisition Corp., and
AdKnowledge, Inc. and certain individuals as the Shareholder Representative,
incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q filed
with the Securities and Exchange Commission on December 15, 1999.
99.2 Press Release. FILED HEREWITH.
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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.
Date: January 6, 2000 ENGAGE TECHNOLOGIES, INC.
(Registrant)
By: /s/ Paul L. Schaut
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Paul L. Schaut
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Agreement and Plan of Merger and Contribution, dated
September 23, 1999, by and among the Registrant, CMGI, Inc.,
AK Acquisition Corp., and AdKnowledge, Inc. and certain
individuals as the Shareholder Representative, incorporated
by reference from Exhibit 10.1 to the Company's Form 10-Q
filed with the Securities and Exchange Commission on
December 15, 1999.
99.2 Press Release
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Exhibit 99.2
Engage Completes Acquisition of AdKnowledge
AdKnowledge to offer profile based targeting to online marketers and agencies
Andover, MA, December 22, 1999 - Engage Technologies, Inc. (Nasdaq: ENGA), a
leading provider of profile driven Internet marketing solutions and a majority-
owned operating company of CMGI, Inc., today announced it has completed its
acquisition of AdKnowledge Inc., a leading provider of complete Web marketing
management services focused entirely on the needs of online marketers and
agencies.
Paul Schaut, Engage's President and CEO commented, "We believe that the
combination of Engage's profiling solutions with AdKnowledge's technology and
services will help improve the overall results of online marketing campaigns for
AdKnowledge customers like SportsLine, eBay, eToys and agencies like Organic and
i-Traffic. We are excited about the opportunity to add value to these
relationships by incorporating profile based ad targeting into AdKnowledge's
extensive services."
Additionally, the combination of Engage, AdKnowledge and Engage's I/PRO products
and services will uniquely position Engage as a leading provider of
comprehensive data analysis to marketers and agencies. Engage's profiling and
data mining capabilities help marketers profile, segment and better understand
their customers' interests and behaviors.
The transaction is valued at approximately $193 million and accounted for as a
purchase. AdKnowledge will operate as a subsidiary of Engage.
About AdKnowledge:
AdKnowledge is a leading provider of complete Web marketing management services
focused entirely on the needs of advertising buyers. AdKnowledge combines
analytic services and data mining with outbound campaign management to provide
sophisticated marketers and agencies with insights into what drives brand
awareness and purchase behavior across all Web sites and networks. The company's
headquarters are in Palo Alto, California, with offices in New York. For more
information about AdKnowledge, contact via phone at 650-842-6500 or on the
Internet at www.adknowledge.com.
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About Engage:
Engage Technologies, Inc., (NASDAQ: ENGA) a majority-owned operating company of
CMGI, Inc., (NASDAQ: CMGI), is a leading provider of profile driven Internet
marketing solutions. Engage offers a range of software products, data, and
services that enable Web publishers, advertisers and merchants to target and
deliver advertisements, commerce and e-commerce offerings to their audiences and
to measure their effectiveness. On September 23, 1999, Engage entered into a
definitive agreement to acquire AdKnowledge Inc., a leading provider of complete
Web marketing management services focused entirely on the needs of online
marketers and agencies. Upon
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completion of the deal, AdKnowledge will operate as a wholly owned subsidiary of
Engage.
Engage's core product and services include; Engage AudienceNet(TM), the first
Web-wide profile driven advertising and marketing network, Engage Knowledge, a
global database that currently contains more than 35 million anonymous consumer
profiles, and Accipiter AdManager, an online advertising management system that
automates the scheduling, targeting and delivery of ads on Web sites and the
reporting of campaign results. Engage offers Web traffic verification,
measurement and analysis, and research through its wholly owned subsidiary,
I/PRO. Additionally, Engage is partnering with various resellers and system
integrators who will integrate Engage's local profile software, ProfileServer
and DecisionSupportServer, to e-commerce merchants across the U.S. For more
information about Engage, please visit www.engage.com.
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About CMGI
With more than 50 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, @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. Microsoft, Intel, Sumitomo and Compaq hold minority positions
in CMGI.
CMGI's majority-owned operating companies include Engage Technologies (NASDAQ:
ENGA), NaviSite (NASDAQ: NAVI), 1ClickBrands, 1stUp.com, Activerse, Adsmart,
AltaVista, iCAST, Magnitude Network, MyWay.com, NaviNet, SalesLink and ZineZone.
The company's @Ventures affiliates have ownership interests in Lycos, Inc.
(NASDAQ: LCOS), Critical Path (NASDAQ: CPTH), Silknet (NASDAQ: SILK), Chemdex
(NASDAQ: CMDX), Ancestry.com, Asimba.com, AuctionWatch.com, Aureate Media,
blaxxun, BizBuyer.com, Boatscape.com, buyingedge.com, CarParts.com,
CraftShop.com, eCircles.com, EXP.com, FindLaw, Furniture.com, HotLinks,
INPHO/HomePriceCheck.com, Intelligent/Digital, KOZ.com, Mondera.com,
MotherNature.com, NextMonet.com, NextPlanetOver.com, OneCore.com, ONElist,
PlanetOutdoors.com, Productopia, Raging Bull, Speech Machines, ThingWorld.com,
Vicinity, Virtual Ink, Visto, Vstore and WebCT.
CMGI's majority-owned operating companies include Engage Technologies (NASDAQ:
ENGA), NaviSite (NASDAQ: NAVI), 1ClickBrands, 1stUp.com, Activerse, Adsmart,
AltaVista, iCAST, Magnitude Network, MyWay.com, NaviNet, SalesLink and ZineZone.
The company's @Ventures affiliates have ownership interests in Lycos, Inc.
(NASDAQ: LCOS), Critical Path (NASDAQ: CPTH), Silknet (NASDAQ: SILK), Chemdex
(NASDAQ: CMDX), Ancestry.com, Asimba.com, AuctionWatch.com, Aureate Media,
blaxxun, BizBuyer.com, Boatscape.com, buyingedge.com, CarParts.com,
CraftShop.com, eCircles.com, EXP.com, FindLaw, Furniture.com, HotLinks,
INPHO/HomePriceCheck.com, Intelligent/Digital, KOZ.com, Mondera.com,
MotherNature.com, NextMonet.com, NextPlanetOver.com, OneCore.com, ONElist,
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PlanetOutdoors.com, Productopia, Raging Bull, Speech Machines, ThingWorld.com,
Vicinity, Virtual Ink, Visto, Vstore and WebCT.
CMGI Corporate headquarters is located at 100 Brickstone Square, Andover, MA
01810. Telephone: 978-684-3600. Fax: 978-684-3814. Additional information is
available on the company's Web site at www.cmgi.com.
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Statement Under the Private Securities Litigation Reform Act
Except for the historical information contained in this release, the matters
described herein contain forward-looking statements that involve risks and
uncertainties which might cause the results of such forward-looking statements
to differ materially from those anticipated. Such risks and uncertainties
include global failure of Engage AudienceNet to perform on a widely-deployed
commercial basis as effectively as suggested by preliminary test results,
failure of Engage AudienceNet to achieve customer acceptance, privacy concerns,
slower than expected growth in Internet advertising, increased competition, the
timely development of new profile-based products and services, and other risks
detailed in the Company's 1999 Annual Report on Form 10-K and from time to time
in the Company's other reports filed with the SEC.
Contacts:
Kathleen Kreis Tom Barth Michele Schott
Engage PR Engage IR AdKnowledge
919-872-7755 x3241 978-247-5310 650-842-6502
[email protected] [email protected] [email protected]
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