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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): January 19, 2000
ENGAGE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 000-26671 04-3281378
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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100 BRICKSTONE SQUARE
ANDOVER, MASSACHUSETTS 01810
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 684-3884
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ITEM 5. OTHER EVENTS.
On January 19, 2000, Engage Technologies, Inc. (the "Registrant") and CMGI,
Inc., a Delaware corporation and the majority stockholder of the Registrant
("CMGI"), executed an Agreement and Plan of Merger and Contribution (the
"Agreement") pursuant to which the Registrant will acquire Adsmart Corporation,
a Delaware corporation ("Adsmart") and Flycast Communications Corporation, a
Delaware corporation ("Flycast"). Under the terms of the Agreement, the
Registrant will acquire Flycast and Adsmart from CMGI and will issue to CMGI
approximately 32 million shares of common stock of the Registrant. The
transaction will be accounted for as a combination of entities under
common control (i.e., "as if pooling"), and is subject to certain conditions and
the approval of the Registrant's stockholders. CMGI has agreed to vote the
shares of common stock of the Registrant held by it in favor of the transaction.
The transaction is expected to be completed in April or May 2000.
The full text of the Registrant's press release issued in connection with
the foregoing is filed as Exhibit 99 to this Current Report on 8-K and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99 The Registrant's Press Release dated January 20, 2000.
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SIGNATURES
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.
ENGAGE TECHNOLOGIES, INC.
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(Registrant)
Date: January 25, 2000 /s/ Paul L. Schaut
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Paul L. Schaut
President and Chief Executive
Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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99 The Registrant's Press Release
dated January 20, 2000.
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Exhibit 99
PRESS RELEASE OF REGISTRANT
Engage to Acquire Flycast and Adsmart from CMGI; Together Create the Next
Generation of Online Marketing Solutions
ANDOVER, Mass.--(BUSINESS WIRE)--Jan. 20, 2000--Engage Technologies, Inc.
(NASDAQ:ENGA), a leading provider of profile driven Internet marketing solutions
----
and a majority-owned operating company of CMGI, Inc. (NASDAQ:CMGI), today
announced a definitive agreement to acquire Adsmart and Flycast Communications
from CMGI. Under the terms of the agreement, Engage will immediately oversee the
operations of Adsmart and Flycast, both of which will be fully integrated with
Engage. Paul Schaut will remain as president and CEO of Engage. George Garrick,
chairman and CEO of Flycast and John Federman, president and CEO of Adsmart will
join Schaut in the office of the president to oversee strategic operations for
the combined company. David Wetherell, chairman and CEO of CMGI, will continue
to serve as chairman of the board for Engage.
Under the terms of the agreement, Engage will acquire Flycast and Adsmart
from CMGI through the issuance of approximately 32 million shares of Engage
common stock. The transaction, which will be accounted for as a combination of
entities under common control (i.e., "as if pooling"), is subject to certain
conditions and the approval of Engage shareholders. The transaction is expected
to be completed in April or May 2000.
"After several months of successful planning, we're extremely pleased to
announce the integration of Adsmart and Flycast with Engage," said David
Wetherell, chairman and CEO of CMGI. "When we announced the acquisition of
Flycast last September, we highlighted the complementary nature of these
businesses, and today we have begun to fulfill our larger vision for a single,
highly integrated Internet marketing company that represents the next generation
in online marketing solutions. By combining the strengths of these three
business models, Engage is creating a new entity that will redefine how online
marketing is done, well beyond what we see today."
This acquisition, part of a larger CMGI strategy to leverage its various
marketing and advertising properties and surpass the current market leader, is
designed to bring together the unique capabilities of these companies under
Engage, creating a single, more powerful organization that will create and
deliver the next generation in online marketing solutions. The combined Company
will offer solutions designed to connect marketers with specific online
audiences and then propel those audiences through the entire customer life
cycle--simply described as moving prospects to buyers, to repeat buyers, and
finally to long-standing, loyal customers.
"Online marketing is no longer about running a golf club banner ad on the
golf section of a Web site and hoping that your prospects click on it," said
Paul Schaut, president and CEO of
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Engage. "It's being accountable for identifying those prospects and turning them
into repeat and loyal customers wherever they are on the Web. We're providing
marketers with the services and technologies to do that."
Combined Solution Meets the Growing Needs of Online Marketers
A driving force behind the transaction is the continued growth in
opportunities being presented to online marketers, and the need for a solution
that helps them pursue those opportunities.
"The online marketing industry has witnessed remarkable changes in recent
years, including significant expansion in the size and diversity of its
audience, as well as tremendous technological innovation. Yet most Internet
advertising is still based on the old TV and print models," explained Schaut.
"The Web is too powerful a marketing tool for this to continue. By bringing
these companies together, Engage will leverage the inherent, dynamic,
interactive power of the Web and focus on the needs of the most demanding online
marketers, advertisers, and agencies."
The Web is Engage's Network
By combining Engage's AudienceNet profile driven targeting, Adsmart's
audited demographic and lifestyle target audience groups, and Flycast's
performance-focused, direct response and optimization solutions, Engage can
provide unparalleled targeting that allows marketers to reach precise audiences
and then deliver innovative programs to those audiences, driving them through
the entire customer life cycle. Moreover, these programs will be delivered
across the Internet, broadband, and other emerging platforms, in or out of
Engage's captive networks, with the kind of targeting, reporting, and
optimization a marketer could not achieve even within a single network.
I/PRO and AdKnowledge are also crucial to the next generation strategy and
play a critical role in the testing and tuning of campaigns for optimal
performance and ROI, regardless of the campaign goals--whether they be response
or brand image. AdKnowledge helps marketers execute, measure and optimize online
marketing programs. I/PRO's Web site measurement and analysis services
compliment this by allowing marketers to measure and optimize what occurs at
their site. Together these offerings allow marketers to ensure every marketing
program is contributing toward building a loyal, profitable customer base.
"By combining these five companies, Engage is taking a tremendous leap in
the ongoing crusade to deliver on the promise of the Internet," explained John
Federman, president and CEO of Adsmart. "This next generation company delivers
first-ever accountability for marketers to meet their multiple marketing goals
across the Web. From targeting new customers with never-before-available
technologies, to building upon brand awareness with existing customers, Engage
responds with a best-of-breed solution."
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"Leveraging core competencies across these companies will enable Engage to
present a powerful blend of marketing expertise, technologies, and services that
are unmatched in the industry," explained George Garrick, chairman and CEO of
Flycast. "It's something that has never been done before, and it promises to
provide marketers with superior, results-oriented programs that will truly help
them realize maximum ROI."
New Business Units Created
In addition to Engage's wholly owned subsidiaries, AdKnowledge and I/PRO,
several new business units have been created in order to maximize synergies
company-wide and offer tightly integrated solutions. These include Engage Media,
Enabling Technology Solutions, and B2B / Email Division.
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.
Engage's core product and services include; Engage AudienceNet(TM), the
first Web-wide profile driven marketing network, Engage Knowledge, a database
that contains more than 42 million anonymous consumer profiles, and AdManager,
an online advertising management system. Additionally, Engage is partnering with
various resellers and system integrators who will integrate Engage's local
profile software, ProfileServer, to e-commerce merchants across the U.S.
Engage's wholly owned subsidiaries include AdKnowledge and I/PRO.
AdKnowledge provides complete Web marketing management services focused entirely
on the needs of online marketers and agencies. For more information, please
visit www.adknowledge.com. I/PRO is a leading provider of Web traffic
verification, measurement and analysis, and research. For more information about
I/PRO, please visit www.ipro.com.
Engage corporate headquarters is located at 100 Brickstone Square, 1st
Floor, Andover, MA 01810. Telephone: 978-684-3884. Fax: 978-684-3636. For more
information on Engage, please visit www.engage.com.
About Adsmart:
Adsmart, a majority-owned operating company of CMGI, Inc., is an online
advertising network for the business to consumer and business to business
market, comprised of more than 400 Web sites totaling 3 billion monthly
impressions. Adsmart's mission is to combine the branding power of traditional
media with the precision and interactivity of new media to provide effective
marketing opportunities for advertisers, and a profitable advertising revenue
stream for Web publishers. Adsmart is headquartered in Andover, MA with more
than 65 full-time
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salespeople in the six major advertising markets: New York, Chicago, Detroit,
Los Angeles, Boston and San Francisco.
Corporate headquarters is located at 100 Brickstone Square, 4th Floor,
Andover, MA 01810. Telephone: 888-559-8222. Fax: 978-684-3618. Additional
information is available on the company's Web site http://www.adsmart.net.
About CMGI:
With 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, @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,
----
Activerse, AdForce, Adsmart, AltaVista, CMGI Solutions, Equilibrium, Flycast,
iCAST, Magnitude Network, MyWay.com, NaviNet, SalesLink, Tribal Voice 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), 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, HotLinks, INPHO/HomePriceCheck.com,
Intelligent/Digital, KOZ.com, Mondera.com, MyFamily.com, NextMonet.com,
NextPlanetOver.com, Oncology.com, OneCore.com, PlanetOutdoors.com, Productopia,
Raging Bull, SnapFish.com, 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 http://www.cmgi.com.
About Flycast:
Flycast Communications, a majority-owned operating company of CMGI, Inc.
(Nasdaq: CMGI) and based in San Francisco, is the leading provider of Internet
direct response advertising solutions. The company is focused on maximizing the
return on investment for response-oriented advertisers, direct marketers and e-
commerce companies by delivering the most ROI-effective audience reach, response
and results in the industry. The company's flagship offering, the Flycast
Network, reaches over 25 million people a month, or 41 percent of the web.
Flycast's advertisers include e-commerce companies, direct response marketers
and interactive agencies who are interested in generating site traffic and
increasing web-based sales through ROI-focused advertising. Flycast can be
reached on the web at www.flycast.com.
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Statement Under the Private Securities Litigation Reform Act
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 Engage's acquisition of Flycast and Adsmart, the expected
benefits resulting from the integration of the operations of Flycast and Adsmart
with the operations of Engage, the ability of the combined company to offer
specific solutions to marketers and online audiences, the expected number of
opportunities to be presented to online marketers by the combined company, and
the ability of Engage to provide superior targeting to its customers. 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; the risk that the businesses of Flycast and
Adsmart will not be successfully integrated with the business of Engage; risks
associated with entering into new market segments; slower than expected growth
in Internet advertising; the timely development of new profile-based products
and services; the adoption of new laws and regulations affecting the provision
of Internet advertising services, including laws and regulations covering
privacy, pricing and content; and increased competition and technological
changes in the industries in which Engage, Flycast and Adsmart compete. For a
detailed discussion of these and other cautionary statements, please refer to
the filings made by each of Engage and CMGI with the Securities and Exchange
Commission, including the Annual Report on Form 10-K of each of Engage and CMGI
for the most recently ended fiscal year.
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