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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): April 28, 2000
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CMGI, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-23262 04-2921333
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(Commission File Number) (I.R.S. Employer Identification No.)
100 Brickstone Square
Andover, Massachusetts 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)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
CMGI, Inc. ("CMGI" or the "Registrant") entered into an Agreement and Plan
of Merger and Contribution (the "Merger Agreement") dated as of January 19, 2000
by and among CMGI, Engage, Inc. (formerly Engage Technologies, Inc.) ("Engage"),
FCET Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of Engage ("Merger Sub"), Flycast Communications Corporation, a wholly owned
subsidiary of CMGI ("Flycast"), and Adsmart Corporation, a subsidiary of CMGI
("Adsmart").
Under the terms of the Merger Agreement, (i) the Registrant agreed to
contribute all of the outstanding shares of Flycast to Engage (the
"Contribution") for an aggregate of approximately 53.4 million shares of Common
Stock, $.01 par value per share, of Engage (the "Engage Common Stock"), and (ii)
Adsmart agreed to be merged with Merger Sub, with Adsmart being the surviving
corporation (the "Merger"). Under the terms of the Merger Agreement, each share
of common stock of Adsmart would be converted into such number of shares of
Engage Common Stock as is determined by dividing approximately 11.2 million by
the sum of the number of shares of Adsmart capital stock outstanding and the
number of shares of Adsmart common stock subject to stock options.
David S. Wetherell, President, Chief Executive Officer and a director of
the Registrant, is a director of Engage. Prior to completion of the
transactions contemplated by the Merger Agreement, Mr. Wetherell was a director
of Adsmart and President of Flycast. Andrew J. Hajducky III, Executive Vice
President, Chief Financial Officer and Treasurer of CMGI, is a director of
Engage. Prior to completion of the transactions contemplated by the Merger
Agreement, Mr. Hajducky was a director of Adsmart and a Vice President,
Treasurer and a director of Flycast. Craig Goldman, a director of the
Registrant, is a director of Engage.
The Merger and the Contribution became effective on April 28, 2000.
Concurrently with the Merger, the Registrant effected the Contribution. Upon
the completion of the transactions contemplated by the Merger Agreement, Adsmart
and Flycast each became a wholly owned subsidiary of Engage.
In connection with the Merger, Engage issued approximately 10.9 million
shares of Engage Common Stock, of which approximately 10.8 million shares were
issued to the Registrant for its 96% interest in the capital stock of Adsmart
and approximately 66,000 shares were issued to the other holders of Adsmart
capital stock. Additionally, Engage has reserved approximately 346,000 shares
of Engage Common Stock for issuance upon exercise of stock options (previously
stock options to purchase Adsmart common stock that were exchanged for Engage
stock options in the Merger).
In the Contribution, Engage issued approximately 53.4 million shares of
Engage Common Stock to the Registrant for CMGI's 100% interest in Flycast.
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Upon completion of the Merger and the Contribution, the Registrant owned
approximately 87% of Engage Common Stock.
The transactions are intended to be tax free under Section 368(a) and
Section 351 of the Internal Revenue Code of 1986, as amended, and to be
accounted for as a combination of entities under common control (i.e., "as if
pooling").
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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2.1 Agreement and Plan of Merger and Contribution, dated January 19, 2000,
by and among the Registrant, Engage, Inc., Adsmart Corporation, Flycast
Communications Corporation and FCET Corp., incorporated by reference
from Exhibit 10.1 to the Quarterly Report on Form 10-Q of Engage, Inc.
filed with the Securities and Exchange Commission on March 16, 2000.
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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.
Date: May 10, 2000 CMGI, INC.
(Registrant)
By: /s/ Andrew J. Hajducky III
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Andrew J. Hajducky III,
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger and Contribution, dated January 19,
2000, by and among the Registrant, Engage, Inc., Adsmart
Corporation, Flycast Communications Corporation and FCET Corp.,
incorporated by reference from Exhibit 10.1 to the Quarterly
Report Form 10-Q of Engage, Inc. filed with the Securities and
Exchange Commission on March 16, 2000.
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