SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No.___________)1
AdForce, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
006867 10 5
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
1. NAMES OF REPORTING PERSONS
America Online, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
54-1322110
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
SOLE VOTING POWER
NUMBER OF 5. 2,316,826
SHARES
BENEFICIALLY SHARED VOTING POWER
6. -0-
OWNED BY
EACH SOLE DISPOSITIVE POWER
7. 2,316,826
REPORTING
PERSON SHARED DISPOSITIVE POWER
8. -0-
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,316,826
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
AdForce, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
10590 North Tantau Avenue
Cupertino, California 95014
Item 2(a). Name of Person Filing:
America Online, Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
22000 AOL Way
Dulles, Virginia 20166
Item 2(c). Citizenship:
America Online, Inc. was organized and exists under the laws
of the State of Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share
Item 2(e). CUSIP Number:
006867 10 5
Item 3. If this statement if filed pursuant to Rules 13d-1(b),or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3 (a) (6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-I(b)(1)(ii)(G).
(h) [ ] A savings association as define in Section 3(b) of the
Federal Deposit Insurance Act.
(I) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-I(b)(1)(ii)(J).
If this statement if filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 2,316,826 (1)
----------------------
(b) Percent of class: 11.0% (2)
---------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 2,316,826
------------------
(ii) Shared power to vote or to direct the vote -0-
-----
(iii) Sole power to dispose or to direct the disposition of 2,316,826
------------
(iv) Shared power to dispose or to direct the disposition of -0-
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Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1).
(1) The Reporting Person beneficially owned 2,316,826 shares of common stock of
the Issuer, representing 1,297,164 shares of common stock and 1,019,662 shares
of common stock issuable upon exercise of presently exercisable warrants, based
upon the number of shares of common stock outstanding as reported in the
Issuer's Form 10-Q for the quarter ended October 31,1999. (2) On January 12,
2000, AdForce, Inc. merged into CMGI, Inc. and all outstanding shares and
warrants for AdForce, Inc. were converted into equivalent securities of CMGI. At
that time, America Online, Inc. became a less than 5% shareholder of AdForce,
Inc.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Except as otherwise disclosed in periodic public filings with the
Securities and Exchange Commission, no other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2000
(Date)
/s/Paul T. Cappuccio
(Signature)
Paul T. Cappuccio
Senior Vice President and
General Counsel
(Name/Title)
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
