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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): June 29, 1999
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CMGI, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22846 04-2921333
(State or other (Commission File Number) (IRS Employer
jurisdiction 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
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Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
CMGI, Inc. has entered into a Purchase and Contribution Agreement dated as
of June 29, 1999 by and among itself, Compaq Computer Corporation ("Compaq"),
Digital Equipment Corporation, a wholly-owned subsidiary of Compaq ("Digital"),
AltaVista Company, a wholly-owned subsidiary of Digital ("AltaVista"), and Zoom
Newco Inc., a wholly-owned subsidiary of CMGI ("Newco") (the "Purchase and
Contribution Agreement"), which provides, among other things, that (1) Compaq
and Digital will contribute to Newco certain assets and liabilities constituting
the AltaVista division of Digital, (2) Compaq and/or Digital will receive
18,994,975 shares of CMGI Common Stock, 18,090.45 shares of CMGI Series D
Preferred Stock and a three year promissory note of CMGI in the principal amount
of $220 million, and (3) Compaq and/or Digital will receive approximately 17% of
the outstanding shares of Newco Common Stock and CMGI will own the balance. The
18,090.45 shares of CMGI Series D Preferred Stock will have a stated value of
$180,000,000 and will be converted, upon stockholder approval, into 1,809,045
shares of CMGI Common Stock. The closing of the acquisition will occur promptly
following the satisfaction of all closing conditions set forth in the Purchase
and Contribution Agreement, which include the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended. It is expected that, following the closing, there will be
held a special meeting of stockholders of CMGI at which stockholders will vote
upon the conversion of the CMGI Series D Preferred Stock into CMGI Common Stock.
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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: July 14, 1999 CMGI, INC.
By: /s/ Andrew J. Hajducky III
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Andrew J. Hajducky III
Executive Vice President, Chief Financial
Officer and Treasurer
