<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:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CMGI, INC.
- --------------------------------------------------------------------------------
(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
FIRST FLOOR
ANDOVER, MASSACHUSETTS 01810
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD _____, _______, 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 ______, ____, 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 _______, ___, 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,
David S. Wetherell, Secretary
September __, 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
FIRST FLOOR
ANDOVER, MASSACHUSETTS 01810
PROXY STATEMENT
For the Special Meeting of Stockholders
To Be Held on ________, 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, First Floor, Andover, Massachusetts 01810,
on ______, __, 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 __,
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 _______, ___, 1999, will
be entitled to notice of, and to vote at, the Meeting. As of ________, 1999, the
Company had outstanding _____ shares of Common Stock. Each share of Common Stock
is entitled to one vote on each proposal that will come before the Meeting. A
majority of the outstanding shares of Common 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 Preferred Stock, voting together as a single
class, represented in person or by proxy and entitled to vote at the Meeting.
Under applicable Delaware law, in determining whether such proposal has received
the requisite number of affirmative votes, abstentions and broker non-votes will
be counted and will have the same effect as a vote against the proposal, except
that broker non-votes will not be counted as votes cast if the broker does not
have the discretionary authority and has not received voting instructions from
the beneficial owners.
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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, First 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 Equipment Corporation
("Digital") in connection with the Company's recent acquisition 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.
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<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership
------------------------------------
Name and Address Number of Percent of
of Beneficial Owner Shares(1) Class (%)
- --------------------------------------------- --------------------------- --------------------
<S> <C> <C>
5% Stockholders
David S. Wetherell 17,536,828(2) __%
c/o CMGI, Inc.
100 Brickstone Square
First Floor
Andover, MA 01810
FMR Corp. 9,594,100(3) __%
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, 17,964,653(10) __%
as a group (9 persons)
</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
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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) 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 5,200 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
2,400 shares of the common stock, $0.01 par value per share, of Engage, and
237,500 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.
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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.
Compaq Computer Corporation ("Compaq") will abstain from voting any of its
shares of Common Stock on the proposal to approve the Conversion. In connection
with the sale of the AltaVista division to the Company, Compaq received
18,994,975 shares of the Company's Common Stock, representing approximately ___%
of the outstanding shares of Common Stock. NASD rules require stockholder
approval for the issuance of 20% or more of the Company's outstanding Common
Stock. Because the conversion of the Series D Preferred Stock would result in
Compaq receiving more than 20% 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 Compaq shall
be converted into 1,809,045 shares of Common Stock, with the result that Compaq
would hold shares of Common Stock representing, in the aggregate, approximately
___% of the outstanding shares of Common Stock.
5
<PAGE>
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 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
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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 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.
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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.
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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 wishes 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 be received by the Secretary of the
Company at its offices, 100 Brickstone Square, First Floor, Andover,
Massachusetts 01810 no later than ______, 1999.
If a stockholder of the Company wishes 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 give written notice to the
Secretary of the Company at the address noted above. The Secretary must receive
such notice no later than _________, 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
David S. Wetherell, Secretary
September __, 1999
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Appendix A
----------
CMGI, INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
To be held on _____, 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 _____, ___, 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.
