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): August 19, 1999
COMPAQ COMPUTER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9026 76-0011617
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
20555 SH 249
HOUSTON, TEXAS 77070
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(Address of Principal Executive Offices) (Zip Code)
(281) 370-0670
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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)
<PAGE>
ITEM 5. OTHER EVENTS.
In a release dated August 19, 1999, Compaq Computer Corporation
(NYSE: CPQ), a top global supplier of information technology systems and
solutions and worldwide PC leader, and CMGI, Inc. (Nasdaq: CMGI), the leading
diversified Internet operating company, today announced the completion of CMGI's
acquisition of a majority stake in AltaVista and Compaq's position as the
largest outside shareholder in CMGI effective August 18, 1999. The two
companies announced a comprehensive strategic alliance June 29 that enables both
companies to aggressively pursue cooperative Internet-related business and
market opportunities. The news release is attached as Exhibit 99.
ITEM 7. EXHIBITS.
Exhibit 99 News Release dated August 19, 1999.
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.
COMPAQ COMPUTER CORPORATION
Dated: August 19, 1999 By: /s/ Linda S. Auwers
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Linda S. Auwers
Vice President, Associate
General Counsel & Secretary
<PAGE>
EXHIBIT 99
COMPAQ COMPUTER CORPORATION P.O. BOX 692000 NEWS RELEASE
PUBLIC RELATIONS DEPARTMENT HOUSTON, TEXAS 77269-2000
TEL 281-514-0484
FAX 281-514-4583
HTTP://WWW.COMPAQ.COM
[COMPAQ LOGO]
FOR IMMEDIATE RELEASE
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COMPAQ AND CMGI ANNOUNCE CLOSE OF STRATEGIC INTERNET ALLIANCE AGREEMENT
EDITOR'S SUMMARY:
- - CMGI acquires majority stake in AltaVista; Compaq becomes largest outside
shareholder in CMGI
- - Compaq and CMGI move quickly to implement strategic partnership
- - CMGI and AltaVista begin integration and build-out of AltaVista
HOUSTON, TX, AND ANDOVER, MA (AUGUST 19, 1999) - Compaq Computer
Corporation (NYSE:CPQ), a top global supplier of information technology systems
and solutions and worldwide PC leader, and CMGI, Inc. (Nasdaq: CMGI), the
leading diversified Internet operating company, today announced the completion
of CMGI's acquisition of a majority stake in AltaVista and Compaq's position as
the largest outside shareholder in CMGI effective August 18, 1999. The two
companies announced a comprehensive strategic alliance June 29 that enables both
companies to aggressively pursue cooperative Internet-related business and
market opportunities.
"Our partnership with Compaq marks an important milestone in the
development of the Internet marketplace," said David Wetherell, CMGI Chairman
and Chief Executive Officer (CEO). "Together, we will lead the consumer and
enterprise market from PC to Web, combining Compaq's worldwide leadership in
consumer and enterprise computing with CMGI's network of leading Internet
destinations and technologies. In addition, the integration and build-out of
AltaVista is on schedule and represents a very real opportunity for significant
growth through the integration of various CMGI related services."
"The Internet is rapidly becoming the backbone of business; it's truly the
most fundamental change in information technology since the invention of the
PC," said Michael D. Capellas, Compaq President and CEO. "The strategic
partnership with CMGI will dramatically enhance Compaq's Internet position and
enable us to offer the most compelling Internet-enabled products, solutions and
services to our customers."
The Compaq and CMGI partnership is aimed at providing the best Internet
services and solutions to businesses and consumers. Through the technologies
and services of CMGI's affiliated companies and NonStop eBusiness solutions
from Compaq, both companies will be able to offer more compelling Internet
services and solutions to small and medium businesses as well as large
enterprises. The alliance will lead Internet innovation in the PC market by
capitalizing on Compaq's consumer PC leadership position and CMGI's network of
leading Internet destinations and enabling technologies.
The two companies are moving quickly to take advantage of key business and
integration opportunities made possible by the alliance. Recent examples
include:
- - Raging Bull (TM), an @Ventures company and the Web's most innovative and
dynamic financial community, recently entered a strategic alliance with
AltaVista to connect AltaVista Finance users with Raging Bull's
Established network of more than 220,000 investors to provide a rich
resource for financial information
- - Compaq and Engage Technologies, Inc (Nasdaq: ENGA) a provider of profile
driven Internet marketing solutions and majority-owned subsidiary of
CMGI, recently entered a far-reaching partnership to deliver Internet-
related marketing services to Compaq's customers worldwide. Compaq will
deploy Engage Precision Profiling and Accipiter AdManager technology to
enhance Compaq's Internet-based marketing initiatives, including providing
individually tailored relationships for Compaq customers, and provide
additional products and services to customers. In addition, Compaq has
made an investment in Engage.
- - Compaq and Ancestry.com, Inc., the @Venture affiliate premier online
resource for connecting and strengthening families, recently entered a
joint initiative designed to broaden e-commerce opportunities for both
companies. The alliance will make Compaq the premier PC vendor on the
MyFamily.com and Ancestry.com Web sites and allow Ancestry.com, Inc. to
broaden its member base through joint marketing programs. A co-branded
Web page will be created linking Ancestry.com and MyFamily.com with
Compaq.com.
- - Compaq will expand its leadership in delivering Internet innovation by
expanding the built-in Internet keyboard capabilities across all end-user
product lines and by leveraging CMGI Web destinations including AltaVista.
CMGI has begun a comprehensive integration review with AltaVista and
expects to announce a series of CMGI related integration deals over the coming
months. In addition, CMGI will collaborate with Compaq's world-class research
labs and business groups to develop innovative Internet technologies and next
generation Internet appliances. This collaboration will include continued
development of advanced search technologies for AltaVista.
Through the transaction, Compaq transferred 83.0 percent equity
ownership in AltaVista to CMGI. Compaq retained 17.0 percent equity ownership
in AltaVista and continues to hold a Board seat. In return, Compaq received
19.0 million CMGI common shares, CMGI preferred shares equivalent to 1.8 million
CMGI common shares and a $220 million three-year note to Compaq. Compaq also is
taking a seat on the CMGI Board of Directors and plans to announce its nominee
for this new position shortly.
COMPAQ BACKGROUND
Compaq Computer Corporation, a Fortune Global 100 company, is the
second-largest computer company in the world and the largest global supplier of
computer systems. Compaq develops and markets hardware, software, solutions,
and services, including industry-leading enterprise computing solutions,
fault-tolerant business-critical solutions, enterprise and network storage
solutions, commercial desktop and portable products and consumer PCs. The
Company is an industry leader in environmentally friendly programs and business
practices.
Compaq products are sold and supported in more than 100 countries
through a network of authorized Compaq marketing partners. Customer support and
information about Compaq and its products are available at
http://www.Compaq.com.
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CMGI BACKGROUND
A recognized leader in the Internet economy, CMGI, Inc. (Nasdaq: CMGI)
has built a substantial base of Internet operating companies and, through its
@Ventures affiliates, has invested in a growing portfolio of synergistic
Internet enterprises which enhance the value of its core holdings. This unique
method of generating equity for its shareholders is what CMGI calls "creating
net value." Microsoft, Intel and Sumitomo hold minority positions in CMGI.
CMGI's majority-owned subsidiaries include Engage (Nasdaq: ENGA),
Activerse, Adsmart, iCast, Magnitude Network, NaviSite, NaviNet, Planet Direct
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), Advoco.com, Ancestry.com, Asimba, AuctionWatch,
Aureate Media, blaxxun, BizBuyer.com, buyingedge.com, CarParts.com,
eCircles.com, Furniture.com, HotLinks, KOZ.com, MotherNature.com, NextMonet.com,
NextPlanetOver.com, OneCore.com, ONElist, Productopia, Promedix.com, Raging
Bull, Softway Systems, Speech Machines, ThingWorld.com, Universal Learning
Technology, Vicinity, Virtual Ink and Visto.
CMGI is also the majority-owner of SalesLink, InSolutions and
On-Demand Solutions, leaders in direct marketing, fulfillment and turnkey
arenas. 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.
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ALTAVISTA BACKGROUND
AltaVista Company is the premier online media and commerce network.
The company integrates unique Internet technology and services to deliver
relevant results faster for both individuals and Web-based businesses. By
combining distinctive AltaVista brand services with "best of the Web
relationships," the AltaVista Network creates the most satisfying Internet
experience.
AltaVista is building on its heritage of technology and innovation
leadership, offering award-winning services including: My AltaVista, AltaVista
Finance, The AltaVista MicroPortal/FreeAccess service (http://www.microav.com),
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AltaVista Search, AltaVista Local Portal Services, and AltaVista's Shopping.com.
For more information, visit AltaVista at http://www.altavista.com.
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# # #
This release contains forward-looking statements based on current expectations
that involve a number of risks and uncertainties. The potential risks and
uncertainties that could cause actual results to differ materially include the
failure of systems associated with order fulfillment, the failure to close
certain sales contemplated prior to the end of the third quarter 1999; changes
in product mix; inventory risks due to shifts in market demand; continued
competitive factors and pricing pressures; and market responses to pricing
actions and promotional programs. Further information on the factors that could
affect Compaq's financial results are included in its SEC filings, including the
annual report on Form 10-K for the year ended December 31, 1998, and the
quarterly report on Form 10-Q for the quarter ended June 30, 1999. Compaq,
Registered U.S. Patent and Trademark Office. Product names mentioned herein may
be trademarks and/or registered trademarks of their respective companies.
Forward looking statements made by CMGI in this release are made pursuant to the
safe harbor provisions of the Private Securities Litigation Act. Investors are
cautioned that actual results could differ materially from those anticipated by
such statements and are advised to consult CMGI's current SEC filings for
additional information concerning risk factors that affect the Company's
business.
For further information, media may contact:
Compaq Alan Hodel 281-518-8932 [email protected]
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CMGI Diedre Moore 978-684-3655 [email protected]
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Investors may contact
Compaq: CMGI:
281-514-9549 OR 800-433-2391 Catherine Taylor, 978-684-3540
[email protected] [email protected]
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