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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)/1/
Engage Technologies, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
292827102
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(CUSIP Number)
William Williams, II, Esq., General Counsel
CMGI, Inc.
100 Brickstone Square, Andover, Massachusetts 01810
(978)684-3880
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 22, 1999
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [__]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
/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 disclosures provided in a prior cover page.
The information required on 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 ("Act") 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)
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SCHEDULE 13D
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CUSIP NO. 292820102 Page 2 of 5 pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CMGI, Inc. 04-2921333
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
N/A (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
N/A
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of Delaware
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SOLE VOTING POWER
7
NUMBER OF 43,541,786
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 43,541,786
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
43,541,786
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
80.82%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 292820102 Page 3 of 5 pages
Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by CMGI, Inc. that it is the beneficial owner of any
of the Common Stock referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), or for any other
purpose, and such beneficial ownership is expressly disclaimed.
Item 1. Security and Insurer
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This statement on Schedule 13D relates to the Common Stock of Engage
Technologies, Inc., a Delaware corporation ("Engage" or "Issuer").
The principal executive offices of Engage are located at 100
Brickstone Square, Andover, MA 01810.
Item 2. Identity and Background
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The name of the corporation filing this statement is CMGI, Inc., a
Delaware corporation ("CMGI"). CMGI's principal business is
developing and operating Internet and direct marketing companies and
funding synergistic Internet companies through its affiliated venture
funds. The address of the principal executive offices of CMGI is 100
Brickstone Square, Andover, Massachusetts 01810. Set forth on
Schedule A is the name, residence or business address, present
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principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such
employment is conducted and citizenship of each of CMGI's directors
and executive officers, as of the date hereof.
Neither CMGI nor, to the best of CMGI's knowledge, any person named on
Schedule A hereto is required to disclose legal proceedings pursuant
to Items 2(d) or 2(e).
Item 3. Source and Amount of Funds or Other Consideration
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Pursuant to the terms of an Agreement and Plan of Merger and
Contribution (the "Merger Agreement") entered into as of September 23,
1999 by and among CMGI, Engage, AK Acquisition Corp., a California
corporation and a wholly-owned subsidiary of CMGI ("AK Acquisition"),
AdKnowledge Inc., a California corporation ("AdKnowledge"), and Steve
Findley, John Mracek and Kevin Wandryk, AK Acquisition was merged with
and into AdKnowledge (the "Merger"), with AdKnowledge being the
surviving corporation ("New AdKnowledge"). In the Merger, (a) shares
of AdKnowledge Preferred Stock issued and outstanding immediately
prior to the merger received an aggregate of $170,000,000 of CMGI
Common Stock and newly-issued shares of a new class of New AdKnowledge
Common Stock, (b) all of the holders of AdKnowledge Common Stock
received New AdKnowledge Common Stock and (c) CMGI received New
AdKnowledge Common Stock. The number of shares of CMGI Common Stock
delivered was based upon a per share value of $93.28. As a result of
the Merger, each share of AdKnowledge Preferred Stock converted into
the right to receive 0.03747 shares of CMGI Common Stock and 0.007042
shares of New AdKnowledge Common Stock, and each outstanding option to
purchase AdKnowledge Common Stock became an option to purchase New
AdKnowledge Common Stock. Each outstanding warrant exercisable for
AdKnowledge Preferred Stock became a warrant exercisable for the same
amount of CMGI Common Stock and New AdKnowledge Common Stock as the
holder of the warrant would have been entitled to receive had he, she
or it exercised the warrant immediately prior to the Merger. Upon
completion of the Merger, CMGI owned approximately 88% of the New
AdKnowledge Common Stock on a fully-diluted basis. The Merger became
effective at
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CUSIP NO. 292820102 Page 4 of 5 pages
the time of the filing by New AdKnowledge of a duly executed Agreement
of Merger with the Secretary of State of the State of California on
November 30, 1999.
After the Merger, the shareholders of New AdKnowledge, including CMGI,
contributed their New AdKnowledge Common Stock to Engage in exchange
for approximately $193,000,000 of Engage's Common Stock (the
"Contribution"). The number of shares of Engage Common Stock
delivered was based upon a per share value of $34.60. As a result of
the Contribution, each share of New AdKnowledge Common Stock converted
into the right to receive 0.101776 shares (the "Engage Conversion
Ratio") of Engage Common Stock, and each outstanding option to
purchase New AdKnowledge Common Stock became an option to purchase the
number of shares of Engage Common Stock equal to the Engage Conversion
Ratio. Each outstanding warrant to purchase CMGI Common Stock and New
AdKnowledge Common Stock became a warrant exercisable for CMGI Common
Stock and the number of shares of Engage Common Stock equal to the
Engage Conversion Ratio multiplied by the number of New AdKnowledge
Shares for which the warrant was previously exercisable. In the
Contribution, CMGI contributed its approximately 88% of the then
outstanding shares of New AdKnowledge Common Stock to Engage in
exchange for 4,915,244 shares of Engage Common Stock.
After the Contributions in a short-form merger pursuant to the
California Corporation Code (the "Short-Form Merger"), Engage
Acquisition Corp., a wholly-owned subsidiary of Engage, merged with
and into New AdKnowledge and New AdKnowledge became a wholly-owned
subsidiary of Engage.
Item 4. Purpose of the Transaction.
--------------------------
The purpose of the acquisition of securities of Engage was to
facilitate the acquisition of AdKnowledge as a wholly-owned subsidiary
of Engage. The acquisition of AdKnowledge was intended to expand
Engage's, and indirectly, CMGI's, capability to provide comprehensive
Internet advertising management and analytic services to marketers and
advertising agencies.
Item 5. Interest in Securities of the Issuer.
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(a)-(b) As a result of the Contribution and CMGI's prior holdings of
Issuer Common Stock, CMGI may be deemed the beneficial owner of
43,541,786 shares of Issuer Common Stock with sole voting and
dispositive power regarding these shares. Such Issuer Common Stock
constitutes approximately 80.82% of the issued and outstanding shares
of Issuer Common.
(c)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Other than the Merger Agreement, to the best knowledge of CMGI, there
are no contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons or entities listed in Item 2 and
between such persons or entities and any person or entity with respect
to any securities of Engage, including but not limited to transfer of
voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements,
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CUSIP NO. 292820102 Page 5 of 5 pages
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
DATED: February 14, 2000
CMGI, INC.
By: /s/ Andrew J. Hajducky
-----------------------
Andrew J. Hajducky
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
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Schedule A
<TABLE>
<CAPTION>
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NAME BUSINESS ADDRESS
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<S> <C>
EXECUTIVE OFFICERS OF CMGI
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David S. Wetherell 100 Brickstone Square
Chairman of the Board, President, Chief Andover, MA 01810
Executive Officer and Secretary
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Andrew J. Hajducky III 100 Brickstone Square
Executive Vice President, Chief Financial Andover, MA 01810
Officer and Treasurer
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David Andonian 100 Brickstone Square
President, Corporate Development Andover, MA 01810
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Hans G. Hawrysz 100 Brickstone Square
Executive Vice President, Strategy and Planning Andover, MA 01810
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Joel B. Rosen 100 Brickstone Square
Chief Executive Officer, NaviSite, Inc.: Andover, MA 0180
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Paul L. Schaut 100 Brickstone Square
President, Chief Executive Officer, Engage Andover, MA 01810
Technologies, Inc. (a subsidiary of CMGI)
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Rodney W. Schrock 100 Brickstone Square
President and Chief Executive Officer, AltaVista Company Andover, MA 0180
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Richard F. Torre 100 Brickstone Square
President, Chief Executive Officer, Andover, MA 01810
SalesLink Corporation (a subsidiary of CMGI)
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DIRECTORS OF CMGI
(PRESENT PRINCIPAL OCCUPATION)
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William H. Berkman The Associated Group
(Principal, The Associated Group) 650 Madison Avenue
New York, NY 10022
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Craig D. Goldman Cyber Consulting Services Corp.
(Chief Operating Officer, Cyber Consulting 1058 Ramapo Valley Road
Services Corp.) Mahwah, NJ 07430
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Avram Miller The Avram Miller Company
(Chief Executive Officer, The Avram Miller 505 Montgomery Street
Company) San Francisco, CA 94111
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Robert J. Ranalli 2923 Indigo Bush Way
Naples, FL 34105
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William D. Strecker Compaq Computer Corporation
(Senior Vice President of Technology and MS-110806
Corporate Development, Chief Technical 20555 State Highway 249
Officer, Compaq Computer Corporation) Houston, TX 77070-2649
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David S. Wetherell See Above
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Citizenship of the above named persons: USA
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