<PAGE>
SCHEDULE 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CMGI, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
CMGI, INC.
100 BRICKSTONE SQUARE
FIFTH FLOOR
ANDOVER, MASSACHUSETTS 01810
----------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, OCTOBER 28, 1999
----------------
To the Stockholders of CMGI, Inc.
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Meeting") of CMGI, Inc., a Delaware corporation (the "Company"), will be held
at the principal executive offices of the Company at 100 Brickstone Square,
Andover, Massachusetts, on Thursday, October 28, 1999, at 10:00 a.m. local
time, for the purpose of considering and voting upon the following matter:
1. To approve the conversion into Common Stock of all outstanding shares of
the Company's Series D Preferred Stock issued to Digital Equipment
Corporation ("Digital"), a wholly owned subsidiary of Compaq Computer
Corporation ("Compaq"), in connection with the Company's recent
acquisition of the AltaVista business from Compaq and Digital.
A brief question and answer period with respect to the matter set forth
above will precede the stockholder vote. The Company does not intend to make
any presentations at this Meeting or to answer questions about its business
and operations generally. No other business will be conducted at the Meeting.
Only stockholders of record at the close of business on September 16, 1999
will be entitled to notice of and to vote at the Meeting and any adjournments
or postponements thereof.
By Order of the Board of Directors,
/s/ DAVID S. WETHERELL
David S. Wetherell, Secretary
September 24, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. NO
POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
<PAGE>
CMGI, INC.
100 BRICKSTONE SQUARE
FIFTH FLOOR
ANDOVER, MASSACHUSETTS 01810
PROXY STATEMENT
For the Special Meeting of Stockholders
To Be Held on October 28, 1999
General
This Proxy Statement and Notice of Special Meeting of Stockholders are being
provided and the accompanying proxy is being solicited by the Board of
Directors of CMGI, Inc. (the "Company") for use at the Company's Special
Meeting of Stockholders (the "Meeting") to be held at the principal executive
offices of the Company, 100 Brickstone Square, Fifth Floor, Andover,
Massachusetts 01810, on Thursday, October 28, 1999, at 10:00 a.m. local time,
or at any adjournment or postponement of the Meeting, for the purposes set
forth in this Proxy Statement and the foregoing Notice of Special Meeting of
Stockholders. This Proxy Statement and accompanying proxy card are being
mailed on or about September 24, 1999, to all stockholders entitled to notice
of and to vote at the Meeting. The Company's telephone number is (978) 684-
3600. Unless otherwise indicated all share amounts of the common stock of the
Company, $0.01 par value per share (the "Common Stock"), reflect a three-for-
two stock split in the form of a stock dividend on March 17, 1995 and four
two-for-one stock splits in the form of stock dividends on February 2, 1996,
May 11, 1998, January 11, 1999 and May 27, 1999.
Record Date, Voting Rights and Outstanding Shares
Only holders of record at the close of business on Thursday, September 16,
1999, will be entitled to notice of, and to vote at, the Meeting. As of
September 16, 1999, the Company had outstanding 116,148,257 shares of Common
Stock and 18,090.45 shares of Series D Preferred Stock (the "Series D
Preferred Stock"). Each share of Common Stock and Series D Preferred Stock is
entitled to one vote on each proposal that will come before the Meeting. A
majority of the outstanding shares of Common Stock and Series D Preferred
Stock will constitute a quorum at the Meeting. Votes withheld, abstentions and
broker non-votes (where a broker or nominee does not exercise discretionary
authority to vote on a matter) are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Approval of
the proposal to approve the Conversion (as defined below) will require the
affirmative votes of the holders of a majority of the shares of Common Stock
and Series D Preferred Stock, voting together as a single class, represented
in person or by proxy and entitled to vote at the Meeting and actually voting
on such proposal. Under applicable Delaware law, in determining whether such
proposal has received the requisite number of affirmative votes, abstentions
and broker non-votes will not be counted. In addition, under NASD rules, the
shares of Common Stock and Series D Preferred Stock held by Digital Equipment
Corporation ("Digital") will not be counted in determining whether the
Conversion has received the requisite number of affirmative votes.
Revocability of Proxies and Voting of Shares
Any stockholder giving a proxy has the power to revoke it at any time before
it is exercised. It may be revoked by filing with the Secretary of the
Company, at the principal executive offices of the Company, 100 Brickstone
Square, Fifth Floor, Andover, Massachusetts 01810, an instrument of revocation
or a duly executed proxy bearing a later date. It may also be revoked by
attendance at the Meeting and an election given to the Secretary of the
Company to vote in person. If not revoked, the proxy will be voted at the
Meeting in accordance with the stockholder's instructions indicated on the
proxy card. If no instructions are indicated, the proxy will be voted (1) FOR
the approval of the conversion into Common Stock of all of the outstanding
shares of the Company's Series D Preferred Stock issued to Digital in
connection with the Company's recent acquisition
<PAGE>
of the AltaVista business from Compaq Computer Corporation ("Compaq") and
Digital (the "Conversion") and (2) in accordance with the judgment of the
proxies as to any adjournments or postponements of the Meeting.
David S. Wetherell and a related trust and limited liability company, owning
an aggregate of 15,230,940 shares of Common Stock as of June 29, 1999, have
entered into a Voting Agreement with Compaq dated as of June 29, 1999 pursuant
to which they have agreed to vote in favor of the Conversion.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of July 31, 1999,
with respect to the beneficial ownership of shares of Common Stock by (i) each
person known to the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) the directors of the Company, (iii)
the Chief Executive Officer and the four other most highly compensated
executive officers who were serving as executive officers on July 31, 1999
(the "Named Executive Officers"), and (iv) all executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership
-------------------------
Number of Percent of
Name and Address of Beneficial Owner Shares(1) Class (%)
------------------------------------ ---------- ----------
<S> <C> <C>
5% Stockholders
David S. Wetherell............................ 17,536,828(2) 17.9%
c/o CMGI, Inc.
100 Brickstone Square
First Floor
Andover, MA 01810
FMR Corp...................................... 9,594,100(3) 10.0%
82 Devonshire Street
Boston, MA 02109
Other Directors
William H. Berkman............................ -- *
Craig D. Goldman.............................. 195,200(4) *
Avram Miller.................................. -- *
Robert J. Ranalli............................. 5,200(5) *
Other Named Executive Officers
Andrew J. Hajducky III........................ 127,749(6) *
Hans Hawrysz.................................. 27,667(7) *
Richard F. Torre.............................. 62,509(8) *
Paul L. Schaut................................ 9,500(9) *
Executive officers and directors, as a group
(9 persons).................................. 17,964,653(10) 18.3%
</TABLE>
- --------
* Less than 1%.
(1) The number of shares beneficially owned by each director, executive
officer and stockholder is determined under rules promulgated by the
Securities and Exchange Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares
which the individual has the right to acquire within 60 days after July
31, 1999 through the exercise of any stock option or other right
("Presently Exercisable Options"). The inclusion herein of such shares,
however, does not constitute an admission that the named stockholder is a
direct or indirect beneficial owner of such shares. Unless otherwise
indicated, each person or entity named in the table has sole voting power
and investment power (or shares such power with his or her spouse) with
respect to all shares of capital stock listed as owned by such person or
entity.
2
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(2) Includes 2,305,888 shares which may be acquired by Mr. Wetherell pursuant
to Presently Exercisable Options. Includes 8,466,336 shares held by a
limited liability company of which Mr. Wetherell is the managing member
and 23,372 shares held by Mr. Wetherell and his wife as trustees for the
David S. Wetherell Charitable Trust, for which 8,489,708 shares Mr.
Wetherell disclaims beneficial ownership.
(3) Based on the information provided on the Amendment No. 7 to the Schedule
13G filed by FMR Corp. with the Securities and Exchange Commission on May
10, 1999. FMR Corp. has sole dispositive power with respect to such
shares, and sole voting power with respect to 5,001,060 shares. Fidelity
Management Trust Company, a wholly owned subsidiary of FMR Corp. and a
bank as defined in Section 3(a)(6) of the Securities Exchange Act of
1934, as amended, is the beneficial owner of 4,523,600 shares of Common
Stock as a result of its serving as investment manager of institutional
accounts.
(4) Includes 75,200 shares which may be acquired by Mr. Goldman pursuant to
Presently Exercisable Options. Mr. Goldman is also deemed the beneficial
owner of 10,000 shares of the common stock, $0.01 par value per share, of
SalesLink Corporation ("SalesLink"), a subsidiary of the Company and
10,000 shares of the common stock, $0.01 par value per share, of
NaviSite, Inc. ("NaviSite"), a subsidiary of the Company, which shares
may be acquired by Mr. Goldman pursuant to Presently Exercisable Options.
These shares represent less than one percent of the voting power of the
outstanding capital stock of SalesLink and NaviSite, respectively. Mr.
Goldman also owns 37,499 shares of the common stock, $0.01 par value per
share, of Engage Technologies, Inc. ("Engage"), a subsidiary of the
Company.
(5) Includes 5,200 shares which may be acquired by Mr. Ranalli pursuant to
Presently Exercisable Options. Mr. Ranalli is also deemed the beneficial
owner of 5,000 shares of the common stock, $0.01 par value per share, of
Planet Direct Corporation ("Planet Direct"), a subsidiary of the Company,
which shares may be acquired by Mr. Ranalli pursuant to Presently
Exercisable Options. These shares represent less than one percent of the
voting power of the outstanding capital stock of Planet Direct.
(6) Includes 106,997 shares which may be acquired by Mr. Hajducky pursuant to
Presently Exercisable Options.
(7) Includes 11,667 shares which may be acquired by Mr. Hawrysz pursuant to
Presently Exercisable Options. Mr. Hawrysz also owns 250,000 shares of
the common stock, $0.01 par value per share, of Planet Direct. These
shares represent approximately three percent of the voting power of the
outstanding capital stock of Planet Direct.
(8) Includes 29,669 shares which may be acquired by Mr. Torre pursuant to
Presently Exercisable Options and 6,000 shares held in trust for the
benefit of Mr. Torre's minor children. Mr. Torre is also deemed the
beneficial owner of 233,333 shares of the common stock, $0.01 par value
per share, of SalesLink, which shares may be acquired by Mr. Torre
pursuant to Presently Exercisable Options. These shares represent
approximately two percent of the voting power of the outstanding capital
stock of SalesLink.
(9) Includes 9,500 shares which may be acquired by Mr. Schaut pursuant to
Presently Exercisable Options. Mr. Schaut is deemed the beneficial owner
of 252,484 shares of the common stock, $0.01 par value per share, of
Engage, and 17,500 shares of common stock of Engage which shares may be
acquired by Mr. Schaut pursuant to Presently Exercisable Options. These
shares represent less than one percent of the voting power of the
outstanding capital stock of Engage.
(10) Includes 2,544,121 shares which may be acquired pursuant to Presently
Exercisable Options.
Digital is the beneficial owner of all of the 18,090.45 shares of Series D
Preferred Stock of the Company.
3
<PAGE>
PROPOSAL NO. 1
APPROVAL TO CONVERT ALL OF THE OUTSTANDING SHARES
OF SERIES D PREFERRED STOCK INTO COMMON STOCK
At the Meeting, the stockholders of the Company will vote on a proposal to
approve the conversion into shares of Common Stock all of the outstanding
shares of the Company's Series D Preferred Stock, $.01 par value per share
(the "Series D Preferred Stock"), that were issued to Digital in connection
with the Company's acquisition of the AltaVista business from Compaq and
Digital on August 18, 1999.
On June 29, 1999, the Company entered into a Purchase and Contribution
Agreement among itself, Compaq, Digital, a wholly owned subsidiary of Compaq,
AltaVista Company, a wholly owned subsidiary of Digital ("AltaVista"), and
Zoom Newco Inc., a wholly owned subsidiary of the Company ("Newco") (the
"Purchase and Contribution Agreement"), which provided, among other things,
that (1) Compaq and Digital contribute to Newco certain assets and liabilities
constituting the AltaVista division of Digital, (2) Compaq and/or Digital
receive 18,994,975 shares of the Company's Common Stock, 18,090.45 shares of
the Company's Series D Preferred Stock and a three-year promissory note of the
Company in the principal amount of $220,000,000, and (3) Compaq and/or Digital
receive approximately 19% of the outstanding shares of the common stock of
Newco and the Company will own the balance of the outstanding capital stock of
Newco. Following the satisfaction of all closing conditions set forth in the
Purchase and Contribution Agreement, the acquisition closed on August 18, 1999
(the "Closing"). As of the Closing, the 18,090.45 shares of the Series D
Preferred Stock had an aggregate stated value of $180,000,000 and shall be
converted, upon stockholder approval of the Conversion, into 1,809,045 shares
of Common Stock.
In connection with the sale of the AltaVista division to the Company,
Digital received 18,994,975 shares of the Company's Common Stock, representing
approximately 16.6% (on a post-issuance basis) of the outstanding shares of
Common Stock as of August 18, 1999. NASD rules require stockholder approval
for the issuance of 20% (on a pre-issuance basis) or more of the Company's
outstanding Common Stock. Because the conversion of the Series D Preferred
Stock would result in Digital receiving more than 20% (on a pre-issuance
basis) of the Company's outstanding Common Stock, the Series D Preferred Stock
may not be converted into shares of Common Stock without stockholder approval.
If the stockholders approve the Conversion at the Meeting, the 18,090.45
shares of Series D Preferred Stock held by Digital shall be converted into
1,809,045 shares of Common Stock. If the Series D Preferred Stock issued to
Digital had been converted into shares of Common Stock on August 18, 1999,
then Digital would have owned approximately 17.9% (on a post-issuance basis
and assuming conversion of the Series D Preferred Stock) of the outstanding
shares of Common Stock.
Series D Preferred Stock of the Company
The designations, amount, voting powers, preferences and rights of the
Series D Preferred Stock are set forth in the Certificate of Designations of
Series D Preferred Stock of the Company as filed with the Secretary of State
of the State of Delaware. The following is a summary of the principal terms of
the Series D Preferred Stock.
Dividends and Distributions
The holders of Series D Preferred Stock are entitled to receive cumulative
dividends, payable quarterly from the date of issuance, at an annual return
rate of 11.0% of the stated value per share ($9,950) for the first six months
after issuance and 14.0% for the following six months. Thereafter, the annual
return rate will increase by 50 basis points for each subsequent six month
period up to a maximum annual return rate of 16.0%. Each holder of Series D
Preferred Stock is also entitled to receive any dividend paid on the Common
Stock through the date of the Conversion. However, no quarterly dividends will
accrue or be payable for the first six months after issuance in the event that
the Conversion occurs prior to the date six months after issuance. The
dividends are payable at the option of the Company in cash, marketable
securities or freely tradeable Common Stock, or any
4
<PAGE>
combination thereof. There are currently no outstanding dividends due to the
holders of shares of Series D Preferred Stock.
The Series D Preferred Stock ranks in preference: (i) junior to the
Company's Series B Convertible Preferred Stock and Series C Convertible
Preferred Stock; (ii) senior to the Common Stock; and (iii) at least pari
passu with any other class or series of capital stock thereafter created, in
each case as to distribution of assets upon voluntary or involuntary
liquidation or dissolution.
Voting
Holders of Series D Preferred Stock are entitled to one vote per share on
all matters submitted to stockholders for a vote.
While any shares of Series D Preferred Stock are outstanding, the Company
may not, without the approval of holders of at least a majority of the
outstanding shares of Series D Preferred Stock voting as a separate class: (i)
change the rights, preferences or privileges of the Series D Preferred Stock
or any capital stock of the Company so as to affect adversely the Series D
Preferred Stock; (ii) create any new class or series of securities senior to
or on a parity with the Series D Preferred Stock; (iii) redeem or purchase any
shares of Series D Preferred Stock; (iv) increase the number of authorized
shares of Series D Preferred Stock; (v) increase the par value of the Common
Stock; (vi) at any time more than six months after the date of issuance, sell,
lease or otherwise dispose of all or substantially all of its assets or
properties, or approve any sale, lease or other disposition of all or
substantially all of the assets or properties of any subsidiary; (vii) at any
time more than six months after the date of issuance, enter into any merger or
consolidation, or approve any merger or consolidation involving a subsidiary
(other than one in which the holders of voting capital stock of the Company or
such subsidiary immediately prior to such merger or consolidation continue to
hold at least a majority by voting power of the surviving or acquiring
corporation or, if the surviving or acquiring corporation is a subsidiary of
another corporation immediately following such merger or consolidation, the
parent corporation of such surviving or resulting corporation); or (viii)
approve any dissolution or liquidation of the Company.
Liquidation
Upon voluntary or involuntary liquidation or dissolution of the Company,
each holder of the Series D Preferred Stock will be entitled to receive before
any distributions are made to holders of any junior shares, an amount per
share equal to the sum of (i) the stated value plus (ii) the per share amount
of accrued and unpaid dividends. After payment of all such preferential
amounts, the remaining assets and funds of the Company shall be distributed
among the holders of shares of Series D Preferred Stock, Common Stock and any
other class or series of stock entitled to participate in liquidation
distributions with the holders of Common Stock, pro rata based on the number
of shares of Common Stock held by each (assuming conversion into Common Stock
of all such shares). Certain corporate events including a consolidation or
merger in which the stockholders of the Company do not continue to own at
least 50% of the voting power of the acquiring company or a sale of all or
substantially all of the assets of the Company, shall be deemed to be
liquidation events.
Mandatory Redemption
On the seventh anniversary of the date of the initial issuance of the Series
D Preferred Stock, the Company will be required to redeem all of the
outstanding shares of Series D Preferred Stock at a redemption price equal to
the sum of the stated value per share plus any accrued and unpaid dividends.
Automatic Conversion
In the event that the stockholders of the Company shall at any meeting of
stockholders approve the Conversion, by a majority of votes cast at such a
meeting, all of the outstanding shares of Series D Preferred Stock will
automatically be converted into an aggregate of 1,809,045 shares of Common
Stock, subject to
5
<PAGE>
customary adjustments for stock splits and similar events. Upon the
Conversion, Digital, as the holder of all outstanding shares of Series D
Preferred Stock, will receive 1,809,045 shares of Common Stock.
Reason for the Conversion and Certain Considerations
Under the Purchase and Contribution Agreement, the Company agreed to
promptly prepare and file with the Securities and Exchange Commission this
Proxy Statement, call the Meeting and use its best efforts to obtain
stockholder approval of the Conversion.
The Board of Directors is of the opinion that the Conversion is advisable
and in the best interests of the Company and its stockholders. Stockholders
should consider the following possible effects, as well as the other
information contained in this Proxy Statement, in evaluating the Conversion.
Consequences if this Proposal is Not Approved
To the extent that the date of the Conversion is postponed or delayed, the
annual return rate received by the holders of Series D Preferred Stock
increases every six-month period up to a maximum of 16.0%.
If the shares of Series D Preferred Stock are not converted prior to the
seventh anniversary of the date of their issuance, the Company will be
required to redeem all then outstanding shares of Series D Preferred Stock for
$180,000,000, plus all accrued but unpaid dividends. At the time of such
redemption, the Company may not have sufficient funds available for
redemption, or may have allocated such funds for other capital purposes which
it will have determined are in the best interests of the Company and its
stockholders.
Upon any liquidation or deemed liquidation of the Company, holders of Series
D Preferred Stock will be entitled to receive the sum of the stated value of
such shares, accrued and unpaid dividends and the ratable distribution, if
any, made in respect of the Common Stock.
Until any Conversion, the Company may not, without the approval of the
holders of at least a majority of the outstanding shares of Series D Preferred
Stock, voting as a separate class, take any of the actions described above
under "Series D Preferred Stock of the Company--Voting."
Consequences if this Proposal is Approved
After the Conversion, the holder of Series D Preferred Stock will no longer
be entitled to receive any preferential dividends or distributions or any
redemption rights. In addition, the holder of Series D Preferred Stock will no
longer have any special voting rights as to any matters. After the Conversion,
the holder of Series D Preferred Stock will have the right to cast an
aggregate of 1,809,045 votes on all matters submitted to a vote of the holders
of Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE
CONVERSION INTO COMMON STOCK OF ALL OF THE OUTSTANDING SHARES OF SERIES D
PREFERRED STOCK.
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION IS
APPRECIATED.
6
<PAGE>
GENERAL
Other Matters
The Board of Directors knows of no other business which will be presented
for consideration at the Meeting other than that described above. However, if
any other business should properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote, or otherwise
act, in accordance with their best judgment on such matters.
Stockholder Proposals for 1999 Annual Meeting
Any proposal that a stockholder of the Company wished to be considered for
inclusion in the Company's proxy materials for its 1999 Annual Meeting of
Stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), must have been received by the Secretary of
the Company at its offices, 100 Brickstone Square, First Floor, Andover,
Massachusetts 01810 no later than July 30, 1999.
If a stockholder of the Company wished to present a proposal before the 1999
Annual Meeting other than one submitted for inclusion in the Company's proxy
statement and proxy, such stockholder must have given written notice to the
Secretary of the Company at the address noted above. The Secretary must have
received such notice no later than July 30, 1999. If a stockholder fails to
provide timely notice of a proposal to be presented at the 1999 Annual
Meeting, the proxies designated by the Board of Directors of the Company will
have discretionary authority to vote on that proposal if it is properly
brought before the 1999 Annual Meeting.
Costs of Solicitation
The cost of solicitation of proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company.
Copies of solicitation materials will be furnished to brokerage houses,
fiduciaries, and custodians to forward to beneficial owners of Common Stock of
the Company held in their names. In addition, the Company will reimburse
brokerage firms and other persons representing beneficial owners of stock for
their expenses in forwarding solicitation materials to such beneficial owners.
Original solicitation of proxies by mail may be supplemented by telephone,
telegram, and personal solicitation by Directors, officers and other regular
employees of the Company. No additional compensation will be paid to
Directors, officers or other regular employees for such services.
By Order of the Board of Directors
/s/ David S. Wetherell
David S. Wetherell, Secretary
September 24, 1999
7
<PAGE>
Appendix A
----------
CMGI, INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
To be held on October 28, 1999
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
AND SHOULD BE RETURNED AS SOON AS POSSIBLE
The undersigned, having received notice of the Special Meeting of
Stockholders and the Board of Directors' proxy statement therefor, and revoking
all prior proxies, hereby appoint(s) David S. Wetherell, Andrew J. Hajducky III
and William Williams II, and each of them, attorneys or attorney of the
undersigned (with full power of substitution in them and each of them) for and
in the name(s) of the undersigned to attend the Special Meeting of Stockholders
of CMGI, Inc. (the "Company") to be held on Thursday, October 28, 1999 at 10:00
a.m. at the offices of the Company, 100 Brickstone Square, First Floor, Andover,
Massachusetts, and any adjournments thereof, and there to vote and act upon the
following matter in respect of all shares of stock of the Company which the
undersigned may be entitled to vote or act upon, with all the powers the
undersigned would possess if personally present.
In their discretion, the proxy holders are authorized to vote upon such
other matters as may properly come before the meeting or any adjournments
thereof. The shares represented by this proxy will be voted as directed by the
undersigned. If no direction is given with respect to the proposal, this proxy
will be voted as recommended by the Board of Directors. Attendance of the
undersigned at the meeting or at any adjournment thereof will not be deemed to
revoke this proxy unless the undersigned shall revoke this proxy in writing.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.
A VOTE "FOR" PROPOSAL NO. 1 IS RECOMMENDED BY THE BOARD OF DIRECTORS.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENT
THEREOF.
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO OTHER INDICATION IS MADE, THE PROXIES
SHALL VOTE "FOR" PROPOSAL NO. 1.
Proposal No. 1
--------------
To approve the conversion into Common Stock of all outstanding shares of
Series D Preferred Stock.
[_] FOR [_] WITHHOLD
Please mark your vote
as indicated in this example [X]
MARK HERE MARK HERE IF
FOR ADDRESS YOU PLAN TO
CHANGE AND [_] ATTEND THE [_]
NOTE AT LEFT MEETING
Dated: ______________________, 1999
___________________________________
Signature
___________________________________
Signature if held jointly
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS
HEREON. WHEN SHARES ARE HELD BY JOINT OWNERS,
BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE
NAME BY AUTHORIZED OFFICER, GIVING FULL
TITLE. IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON, GIVING
FULL TITLE.
