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
February 14, 2000
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(Date of earliest event reported)
CMGI, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-23262 04-2921333
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(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
100 Brickstone Square, Andover, MA 01810
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(Address of principal executive offices) (Zip Code)
(978) 684-3600
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
CMGI, Inc. ("CMGI") has entered into a Stock Purchase
Agreement, dated as of February 14, 2000, by and among itself, Bean
Acquisition Corp., a wholly-owned subsidiary of CMGI ("Acquisition Sub"),
Tallan, Inc. ("Tallan") and certain stockholders of Tallan (the "Stock
Purchase Agreement"), providing for the acquisition of an approximately 80%
interest in Tallan on a fully diluted basis. Total consideration for the
acquisition is approximately $920 million and is payable in cash,
promissory notes and options to acquire CMGI stock. The promissory notes
have varying maturities and the principal and interest on the promissory
notes are generally payable, at CMGI's option, in cash or registered shares
of CMGI stock. The closing of the acquisition will occur promptly following
the satisfaction of all closing conditions set forth in the Stock Purchase
Agreement, which include the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated February 14, 2000.
SIGNATURE
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.
CMGI, INC.
By: /s/ William Williams II
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William Williams II
Vice President and General Counsel
Date: March 3, 2000
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated February 14, 2000.
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Press Contacts:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Kendra Boccelli Catherine Taylor Charles Spofford Bruce Guptill
CMGI Public Relations CMGI Investor Relations Miller Consulting Group Tallan
978-684-3527 978-684-3540 for CMGI Solutions 800-677-3693
[email protected] [email protected] 617-262-1800 [email protected]
[email protected]
</TABLE>
CMGI to Acquire Tallan;
Company to Merge with CMGI Solutions to Deliver Innovative e-Business
Applications to Global 2000 Customers
Upon Completion, Acquisition Will Triple CMGI Solutions' Professional
Resources and Enhance Back-Office Integration Capabilities
Editor's Summary:
* CMGI announces definitive agreement to acquire Tallan in a combined cash
and stock transaction valued at approximately $920 million.
* CMGI to integrate Tallan with the growing CMGI Solutions organization,
accelerating CMGI Solutions' ability to deliver end-to-end e-Business
solutions to Global 2000 corporations.
* CMGI Solutions will support the full array of CMGI related properties in
its solutions as well as best-of-breed technologies and services from
outside of the CMGI family.
* Acquisition to grow CMGI Solutions' billable resources by 350%, enabling
rapid time to market and deepened expertise in a variety of e-Business
applications.
* Acquisition is expected to close in May 2000, following regulatory
approvals and customary closing conditions.
ANDOVER, Mass., February 14, 2000 - CMGI, Inc. (Nasdaq: CMGI), the world's
largest and most diverse network of Internet companies, today announced it
has signed a definitive agreement to acquire Tallan, Inc., a leading
provider of Internet and e-commerce professional services to Fortune 1000
and dot.com companies. Tallan was formerly known as Business Data Services
(BDS). Further enhancing CMGI's focus on the business-to-business arena,
the company will be integrated with CMGI Solutions, CMGI's recently
launched e-Business solutions provider. The combined cash and stock
transaction is valued at approximately $920 million. The transaction,
subject to regulatory approvals and customary closing conditions, is
expected to be completed in May 2000.
Following the close of the acquisition, CMGI Solutions will integrate
Tallan's capabilities in electronic commerce development, including data
warehousing, data mining, and online transaction processing systems,
deepening CMGI Solutions' ability to provide end-to-end e-Business
consulting and implementation services for Global 2000 companies. Tallan's
current client base includes some of the nation's leading web retailers,
manufacturers and services companies, including EMC, Barnes & Noble,
Columbia House, Priceline, Ingram Micro, eToys, Pepsi, Wit Capital, CVS,
and Talbots.
At launch last December, CMGI Solutions had an annualized run rate of more
than $14 million dollars and has experienced rapid growth in excess of 100%
per quarter. The acquisition will grow CMGI Solutions' billable resources
by 350%, enabling rapid time to market and deeper expertise in a variety of
e-Business applications. The newly combined entity will consist of nearly
500 experienced professionals with proven industry knowledge in strategy,
design, integration and deployment of large-scale web-based solutions.
Jack Hughes, CEO of Tallan, will become COO of CMGI Solutions and report
directly to Ronald E. Spears, CMGI Solutions' President and CEO. Mr. Hughes
will also join CMGI Solutions' Board of Directors.
"The addition of Tallan provides CMGI Solutions with the full complement of
talent to meet the significant and rapidly growing demand for its products
and services," said David Wetherell, Chairman and CEO of CMGI. "Our
partnerships with Compaq and others have presented us with the enviable
position of having far more business than we can adequately take on. Tallan
is a major step in the direction of alleviating this imbalance."
"Competitively, CMGI Solutions has the added advantage of greater
familiarity with the full array of products and services within the growing
CMGI family," added Wetherell. "More and more, major e-Business customers
want to combine one or more of these services and/or products with their
own vertical online applications. We are also extremely pleased with the
quantity and quality of Tallan's customer base, and we could not wish for a
better way to fast-forward CMGI Solutions to being a leading source in the
Web systems development and integration industry."
"CMGI Solutions' vision is to be the single point of contact for Global
2000 companies seeking to unlock the business value of the Internet," said
Ronald Spears, president and CEO of CMGI Solutions. "Integrating Tallan's
expertise will deliver the scale required for CMGI Solutions to provide
fully integrated e-Business solutions to global enterprises today and in
the future. Simply put, the combination delivers what customers want:
Internet expertise, industry knowledge, speed to market and a fresh
perspective."
"Our merger with CMGI Solutions will extend our commitment to offering
leading-edge technologies to our customers. Together we will provide a
comprehensive e-Business solution, consisting of strategy, development and
integrated applications," said Jack Hughes, CEO of Tallan. "We are excited
at the prospect of joining CMGI Solutions and together leading our
customers into the next generation of business innovation."
Tallan's technology offerings include fulfillment and customer service,
performance measurement and management, front-end page generation,
communications, security, hardware and software architecture, application
interfaces, and large-scale database construction. Tallan has eight
locations nationwide, including Glastonbury, Conn.; Stamford, Conn.;
Richmond, Va.; Vienna, Va.; Boston, Mass.; Chicago, Ill.; Philadelphia,
Pa.; and Long Beach, Calif.
About Tallan/Business Data Services
Established in 1985, Tallan is a custom development firm that delivers
business-critical Internet, e-Business, data warehouse, and online
transaction processing systems to leading companies in the retail
distribution, financial and manufacturing industries. Tallan's technology
solutions support companies such as Priceline.com, Wit Capital, Best Buy,
Columbia House, Perkin-Elmer and Ingram Micro. Headquartered in
Glastonbury, Conn., Tallan, has offices throughout the U.S.
About CMGI Solutions
Launched in December of 1999, CMGI Solutions was created by applying CMGI's
deep industry expertise in creating and operating innovative Internet
companies. CMGI Solutions leverages the CMGI network of technology
resources, other best-of-breed applications and CMGI's management expertise
to offer an end-to-end e-Business solution for Global 2000 corporations.
CMGI Solutions unites strategic expertise and a packaged application
framework of technology to launch enterprises into a web-enabled
environment. The company's leading-edge platform, SolutionsPort(TM),
provides an e-business architecture designed for optimum scalability and
flexibility enabling companies to accelerate time to market and generate
revenue at an increased rate. CMGI Solutions is headquartered in Andover,
Mass., with additional offices in Herndon, VA. Additional information is
available on the company's Web site at www.cmgisolutions.com.
About CMGI and CMGI @Ventures
With more than 60 companies, CMGI, Inc. (Nasdaq: CMGI) represents the
largest, most diverse network of Internet companies in the world. This
network includes both CMGI operating companies and a growing number of
synergistic investments through its venture capital affiliate, CMGI
@Ventures. CMGI leverages the technologies, content and market reach of its
extended family of companies to foster rapid growth and industry leadership
across its network, and the larger Internet Economy. Compaq, Intel,
Microsoft, Pacific Century CyberWorks and Sumitomo hold minority positions
in CMGI.
CMGI's majority-owned operating companies include Engage Technologies
(Nasdaq: ENGA), NaviSite (Nasdaq: NAVI), 1ClickBrands, 1stUp.com,
Activate.net, AdForce, Adsmart, AltaVista, CMGI Solutions, Equilibrium,
Flycast, iCAST, Magnitude Network, MyWay.com, NaviNet, SalesLink, Tribal
Voice and ZineZone. The company's venture capital affiliate, CMGI
@Ventures, has ownership interests in Lycos, Inc. (Nasdaq: LCOS), Critical
Path (Nasdaq: CPTH), Silknet (Nasdaq: SILK), Chemdex (Nasdaq: CMDX),
MotherNature.com (Nasdaq: MTHR), Vicinity (Nasdaq: VCNT), Asimba.com,
AuctionWatch.com, Aureate Media, blaxxun, BizBuyer.com, Boatscape.com,
buyersedge.com, CarParts.com, CraftShop.com, eCircles.com, eGroups.com,
EXP.com, FindLaw, FoodBuy.com, Furniture.com, Gamers.com, Half.com,
HotLinks, Industria, INPHO/HomePriceCheck.com, Intelligent/Digital,
KnowledgeFirst, KOZ.com, Mondera.com, MyFamily.com, NextMonet.com,
NextOffice.com, NextPlanetOver.com, Oncology.com, OneCore.com,
PlanetOutdoors.com, Productopia, SnapFish.com, Speech Machines,
ThingWorld.com, Virtual Ink, Visto, Vstore and WebCT.
CMGI and CMGI @Ventures Corporate headquarters are located at 100
Brickstone Square, Andover, MA 01810. Telephone: 978-684-3600. Fax:
978-684-3814. CMGI @Ventures also has offices at 3000 Alpine Road, Menlo
Park, CA 94028; 650-233-0333. Additional information is available on the
company's Web sites at http://www.cmgi.com and http://www.ventures.com.
EDITOR'S NOTE: Executives from CMGI, CMGI Solutions and Tallan will be
available to discuss the pending acquisition on a conference call scheduled
for today at 8:30 AM EST. Interested parties may participate in the call by
dialing 1-800-230-1059; international callers may dial (612) 288-0318.
# # #
This release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future
events, and these statements are subject to important factors and
uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. The forward-looking
statements in this release address a variety of subjects including, for
example, the expected benefits resulting from the acquisition of Tallan,
Inc. by CMGI, Inc. and its subsequent transfer to and integration with CMGI
Solutions, Inc. The following factors, among others, could cause actual
results to differ materially from those described in these forward-looking
statements: the successful completion of the acquisition of Tallan, Inc.;
the risk that Tallan, Inc.'s business will not be successfully integrated
with the business of CMGI Solutions, Inc.; risks associated with the
continued acceptance of the Internet as a viable business medium, and
increased competition and technological changes in the industries in which
CMGI, Inc., CMGI Solutions, Inc. and Tallan, Inc. compete. For a detailed
discussion of these and other cautionary statements, please refer to CMGI's
filings with the Securities and Exchange Commission, including CMGI's
Annual Report on Form 10-K for the most recently ended fiscal year.
