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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 19, 2000
ENGAGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-26671 04-3281378
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 June 20, 2000, Engage, Inc. (the "Registrant") publicly disseminated a
press release announcing that the Registrant had entered into a definitive
agreement to sell an aggregate of approximately 5.0 million shares of the
Registrant's common stock to CMGI, Inc., the majority stockholder of the
Registrant, and CPQ Holdings, Inc., a wholly-owned subsidiary of Compaq Computer
Corporation in return for investments of $50 million and $25 million,
respectively. The investment is based on a five-day average closing price of the
Registrant's stock ended on June 19, 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 June 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, INC.
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(Registrant)
/s/ Paul L. Schaut
Date: June 22, 2000 -----------------------------------
PAUL L. SCHAUT
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99 The Registrant's Press Release
dated June 20, 2000.
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