<PAGE>
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): September 3, 1999
-----------------------
CMGI, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22846 04-2921333
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 Brickstone Square, Andover, MA 01810
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 684-3600
------------------
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
On September 3, 1999, CMGI, Inc.'s ("CMGI") majority owned subsidiary
NaviSite, Inc. ("NaviSite") disclosed its financial results of operations for
the fiscal year ended July 31, 1999 pursuant to the filing of Amendment No. 1 to
its Registration Statement on Form S - 1 with the Securities and Exchange
Commission. In CMGI's financial statements, under the consolidation method of
accounting, the operating results of NaviSite are consolidated within the
operating results of CMGI's investment and development segment, and the assets
and liabilities of NaviSite are consolidated with those of CMGI's other
majority-owned subsidiaries in CMGI's consolidated balance sheets. Further, all
significant intercompany accounts and transactions are eliminated in the
consolidation of CMGI's financial statements. For the fiscal year ended July 31,
1999, NaviSite reported total revenues of $10.5 million and net loss of $24.5
million. NaviSite's total reported revenues for fiscal 1999 include $7.1 million
from related parties that represent companies in which CMGI has an investment or
a majority ownership interest. As such, the majority of NaviSite's related party
revenues will be eliminated in the consolidation of CMGI's operating results for
the fiscal year ended July 31, 1999.
NaviSite's Consolidated Statements of Operations for the years ended July
31, 1997, 1998 and 1999, as set forth on page F-4 in NaviSite's Amendment No. 1
to Registration Statement on Form S - 1, as filed with the Securities and
Exchange Commission on September 3, 1999, is filed as an exhibit hereto.
This report may contain forward-looking statements which reflect CMGI's
current judgment on certain issues. Because such statements apply to future
events, they are subject to risks and uncertainties that could cause the actual
results to differ materially. Important factors which could cause actual results
to differ materially are described in CMGI's Registration Statement on Form S-3
and Annual Report on Form 10-K, as amended, on file with the Securities and
Exchange Commission.
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Item 7. Financial Statements and Exhibits
(c) Exhibits:
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99.1 Consolidated Statements of Operations of NaviSite, Inc. for the years
ended July 31, 1997, 1998 and 1999, as set forth on page F-4 in
NaviSite's Amendment No. 1 to Registration Statement on Form S - 1, as
filed with the Securities and Exchange Commission on September 3, 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.
Date: September 3, 1999 CMGI, INC.
By: /s/ Andrew J. Hajducky III
------------------------------------
Andrew J. Hajducky III
Executive Vice President,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
99.1 Consolidated Statements of Operations of NaviSite, Inc. for the years
ended July 31, 1997, 1998 and 1999, as set forth on page F-4 in
NaviSite's Amendment No. 1 to Registration Statement on Form S - 1, as
filed with the Securities and Exchange Commission on September 3, 1999
<PAGE>
EXHIBIT 99.1
NAVISITE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended July 31,
----------------------------------------
1997 1998 1999
------------ ------------ -------------
(In thousands, except per share data)
<S> <C> <C> <C>
Revenue:
Revenue........................... $ -- $ 158 $ 3,461
Revenue, related parties.......... 3,361 3,871 7,058
----------- ------------ -------------
Total revenue.................. 3,361 4,029 10,519
Cost of revenue..................... 3,494 8,876 20,338
----------- ------------ -------------
Gross profit (loss)............... (133) (4,847) (9,819)
----------- ------------ -------------
Operating expenses:
Selling and marketing............. 347 2,530 6,888
General and administrative........ 467 1,412 4,823
Product development............... -- 287 2,620
----------- ------------ -------------
Total operating expenses....... 814 4,229 14,331
----------- ------------ -------------
Loss from operations................ (947) (9,076) (24,150)
Other income (expense):
Interest expense, net............. (1) (85) (347)
Other expense, net................ -- (11) (35)
----------- ------------ -------------
Net loss............................ (948) (9,172) (24,532)
Accretion of dividends on Series C
and D Convertible Preferred
Stock............................. -- -- (172)
----------- ------------ -------------
Net loss applicable to common
stockholders...................... $ (948) $ (9,172) $ (24,704)
=========== ============ =============
Basic and diluted net loss per
common share...................... $ (0.24) $ (1.14) $ (7.41)
=========== ============ =============
Basic and diluted weighted average
number of common shares
outstanding....................... 4,000 8,017 3,332
=========== ============ =============
Unaudited pro forma basic and
diluted net loss per share........ $ (1.51)
=============
Pro forma weighted average number of
basic and diluted shares
outstanding....................... 16,407
=============
</TABLE>
See accompanying notes to consolidated financial statements.
