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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 12, 2000
CMGI, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-23262 04-2921333
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
100 Brickstone Square, Andover, MA 01810
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 684-3600
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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AdForce, Inc.
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On January 12, 2000, CMGI, Inc. ("CMGI" or the "Company") completed the
transactions contemplated by the Amended and Restated Agreement and Plan of
Merger, dated as of September 20, 1999, as amended (the "AdForce Merger
Agreement"), among itself, Artichoke Corp., a wholly owned subsidiary of the
Company (the "AdForce Sub"), and AdForce, Inc. ("AdForce"). Pursuant to the
AdForce Merger Agreement, CMGI will issue .524 shares of CMGI common stock (as
adjusted for the Company's two-for-one stock split effected January 11, 2000)
for each share of AdForce common stock outstanding on January 11, 2000, and the
AdForce Sub merged with and into AdForce, with AdForce surviving as a wholly
owned subsidiary of CMGI. The Company's press release announcing the closing of
this transaction is filed as Exhibit 99.1 hereto.
Flycast Communications Corporation
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On January 13, 2000, CMGI completed the transactions contemplated by the
Agreement and Plan of Merger, dated as of September 29, 1999 (the "Flycast
Merger Agreement"), among itself, Freemont Corporation, a wholly owned
subsidiary of the Company (the "Flycast Sub"), and Flycast Communications
Corporation ("Flycast"). Pursuant to the Flycast Merger Agreement, CMGI will
issue .9476 shares of CMGI common stock (as adjusted for the Company's two-for-
one stock split effected January 11, 2000) for each share of Flycast common
stock outstanding on January 13, 2000, and the Flycast Sub merged with and into
Flycast, with Flycast surviving as a wholly owned subsidiary of CMGI. The
Company's press release announcing the closing of this transaction is filed as
Exhibit 99.2 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
Exhibit No. Description
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99.1 Press release, dated January 12, 2000, announcing the completion
of the acquisition of AdForce, Inc. by CMGI, Inc.
99.2 Press release, dated January 14, 2000, announcing the completion
of the acquisition of Flycast Communications Corporation by CMGI,
Inc.
2
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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: January 24, 2000 CMGI, Inc.
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(Registrant)
By: /s/ Andrew J. Hajducky III
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Andrew J. Hajducky III
Executive Vice President, Chief Financial
Officer and Treasurer
3
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated January 12, 2000, announcing the completion
of the acquisition of AdForce, Inc. by CMGI, Inc.
99.2 Press release, dated January 14, 2000, announcing the completion
of the acquisition of Flycast Communications Corporation by CMGI,
Inc.
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EXHIBIT 99.1
P R E S S R E L E A S E
Contacts: Deidre Moore Dee Cravens
CMGI AdForce
978-684-3655 408-873-3680, ext. 143
[email protected] [email protected]
CMGI COMPLETES ACQUISITION OF ADFORCE
Acquisition Solidifies Interactive Ad Serving and Management Infrastructure for
CMGI Network
ANDOVER, MA AND CUPERTINO, CA, JANUARY 12, 2000 - CMGI, Inc. (Nasdaq: CMGI), the
world's largest and most diverse network of Internet companies, announced today
that it has completed its acquisition of AdForce, Inc. (Nasdaq: ADFC), a leading
online provider of centralized, outsourced ad management and delivery services.
Under the terms of the merger, CMGI will issue .524 shares of CMGI common stock
for every share of AdForce common stock outstanding on January 11, 2000.
Effective immediately, AdForce joins CMGI as a majority-owned operating company,
extending existing relationships and leveraging new relationships among CMGI's
other advertising and marketing properties including Engage (Nasdaq: ENGA),
Adsmart, I/PRO, and AdKnowledge. The completion of the merger will enable new
opportunities for both companies to create a broad infrastructure for the
overall delivery of online advertising and digital media services.
According to David Andonian, President, Corporate Development of CMGI, "As we
looked to expand our position in the online advertising and marketing arena,
AdForce emerged as a clear choice for CMGI. AdForce has continued that positive
momentum since we announced the acquisition last fall, extending both their
reach and their range of services. We look forward to supporting the growth of
the AdForce customer base both within the CMGI network and beyond."
Chuck Berger, AdForce Chairman and CEO added, "Our excitement about this
acquisition is two-fold. We're thrilled to be in the position to leverage the
complementary core competencies of our new sister companies like Adsmart,
Flycast*, and Engage, and we're pleased to provide the technological backbone to
the CMGI family."
CMGI's acquisition of AdForce comes after a year in which AdForce substantially
grew its customer base in both the United States and international markets.
AdForce added more than 150 new clients in the U.S., making it the second
largest centralized ad delivery and management company in the world. In
September, AdForce launched
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AdForce Asia and began serving online ads to web
users across Hong Kong, the Peoples' Republic of China, Taiwan and Singapore,
supported by data centers in Hong Kong and Beijing. AdForce Asia quickly
secured clients including well-known Asian sites and networks such as SINA.com,
24/7 Media Asia, and Compuserve Consultants Ltd. In January, CMGI announced a
binding letter agreement to acquire ADTECH Advertising Service Providing GmbH*,
the European market's leading provider of neutral ad serving and campaign
management solutions, which is intended to be contributed to AdForce after the
closing of the acquisition.
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In November, AdForce announced a partnership with Flycast*, through which web
publishers can leverage the combination of AdForce's ad serving technology and
The Flycast Network, which reaches more than 25 million unique Internet users
each month. AdForce also finalized an agreement with Sandpiper Networks, Inc.,
a leading provider of comprehensive content delivery solutions for e-business,
to deliver AdForce's ad serving products through Sandpiper's Footprint(TM)
Content Delivery Network (CDN). The combination of services is designed to allow
AdForce's online ads to be delivered to targeted consumers faster and more
efficiently, without interfering with associated content delivery.
AdForce has continued to invest in technology innovation and to expand its ad
delivery and management infrastructure. AdForce's reliable and scalable
infrastructure grew to support an ad volume of more then 450 million impressions
per day. In October, AdForce announced a new product, TrackForce(TM), a digital-
based tracking tool that empowers advertisers to monitor web site activity,
providing them with in-depth tracking and ROI information to make informed ad
campaign decisions.
ABOUT ADFORCE
AdForce is The Force in Digital Marketing(TM) and a leading provider of
centralized advertising services, enabling online publishers, rep firms and
advertisers to leverage the unique advantages of the Internet as the first fully
interactive medium. Deploying advanced scalable technology and backed by robust
data centers, the AdForce service delivers billions of impressions monthly for
some of the Internet's most prominent advertisers. AdForce provides a
comprehensive suite of products which allow advertisers, and publishers to
target, deliver, measure and analyze Internet advertising programs for the best
results. AdForce has offices in Cupertino, CA, Costa Mesa, CA, New York, NY and
Hong Kong.
ABOUT CMGI
With more than 50 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, @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,
Activerse, Adsmart, AltaVista, CMGI Solutions, iCAST, Magnitude Network,
MyWay.com, NaviNet, SalesLink, Tribal Voice and ZineZone. The company's
@Ventures affiliates have ownership interests in Lycos, Inc. (Nasdaq: LCOS),
Critical Path (Nasdaq: CPTH), Silknet (Nasdaq: SILK), Chemdex (Nasdaq: CMDX),
MotherNature.com (Nasdaq: MTHR), Asimba.com, AuctionWatch.com, Aureate Media,
blaxxun, BizBuyer.com, Boatscape.com, buyersedge.com, CarParts.com,
CraftShop.com, eCircles.com, eGroups.com, EXP.com, FindLaw, Furniture.com,
HotLinks, INPHO/HomePriceCheck.com, Intelligent/Digital, KOZ.com, Mondera.com,
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MyFamily.com, NextMonet.com, NextPlanetOver.com, Oncology.com, OneCore.com,
PlanetOutdoors.com, Productopia, Raging Bull, SnapFish.com, Speech Machines,
ThingWorld.com, Vicinity, Virtual Ink, Visto, Vstore and WebCT.
CMGI Corporate headquarters is located at 100 Brickstone Square, Andover, MA
01810. Telephone: 978-684-3600. Fax: 978-684-3814. Additional information is
available on the company's Web site at http://www.cmgi.com.
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EDITOR'S NOTE: * On September 30, 1999 and December 31, 1999, respectively, CMGI
announced definitive agreements to acquire Flycast Communications Corporation
and ADTECH Advertising Service Providing GmbH. These transactions are subject to
the satisfaction of customary closing conditions, including approval by the
target company shareholders. In addition, in the case of ADTECH, those
conditions include the execution of a definitive acquisition agreement with
CMGI, as well as a definitive merger agreement with AdForce.
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 AdForce by CMGI, the expected growth in AdForce's business, the
expected acquisition of ADTECH by CMGI and subsequent contribution by CMGI of
ADTECH to AdForce, the expected benefits of AdForce's relationships with third
parties, including Flycast and Sandpiper, and the expected functionality of
AdForce's TrackForce product. The following factors, among others, could cause
actual results to differ materially from those described in these forward-
looking statements: the risk that AdForce's business will not be successfully
integrated with the business of CMGI; the risk that AdForce's technology and
products will not successfully combine with those of third parties; risks
associated with the successful completion of the acquisition of ADTECH and the
subsequent contribution to AdForce; risks associated with the business of
AdForce; the adoption of new laws and regulations affecting the provision of
Internet advertising services, including laws and regulations covering privacy,
pricing and content; and increased competition and technological changes in the
industries in which CMGI and AdForce 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.
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EXHIBIT 99.2
P R E S S R E L E A S E
Contacts: Deidre Moore Lyn Chitow Oakes
CMGI Flycast
(978) 684-3655 (415) 913-1592
[email protected] [email protected]
CMGI COMPLETES ACQUISITION OF
FLYCAST COMMUNICATIONS CORPORATION
ANDOVER, MA AND SAN FRANCISCO, CA, JANUARY 14, 2000 - CMGI, Inc. (Nasdaq: CMGI)
announced today that it has completed its acquisition of Flycast Communications
Corporation (Nasdaq: FCST), a leading provider of web-based direct response
advertising solutions, in a stock-for-stock merger. Under the terms of the
merger, CMGI will issue .9476 shares of CMGI common stock for every share of
Flycast common stock held on January 13, 2000. Effective immediately, Flycast
is a majority-owned operating company of CMGI, joining fellow CMGI-affiliated
advertising properties Engage (Nasdaq: ENGA), Adsmart, AdForce, AdKnowledge and
I/PRO.
"Flycast represents a critical component of CMGI's larger goal to build a full-
service network of advertising and marketing properties," said David Andonian,
President, Corporate Development, CMGI. "CMGI has already begun to leverage the
inter-company synergies between Flycast and our other advertising businesses,
particularly Engage and AdForce, and we look forward to extending Flycast's
relationship with Adsmart to bring together advertisers and publishers, branded
and non-branded sites, for the delivery of a complete advertising network
solution."
"We are very pleased to join CMGI's family of leading advertising and marketing
services companies in providing the most comprehensive advertising and marketing
solutions in the industry," said George Garrick, Chairman and CEO of Flycast.
"Working hand-in-hand with the powerful team of CMGI advertising properties will
allow Flycast to both enhance our current offerings and to quickly bring new
products and services to market."
Since CMGI announced its agreement to acquire Flycast in September, Flycast has
continued to expand upon its extensive suite of online direct marketing
solutions. In October, Flycast launched its European operations to meet the
demand for response-based web advertising solutions in major European media
markets. Flycast has also increased its product offerings with the recent launch
of Flycast Valet, a comprehensive e-commerce service, and Flycast CPCnet, a new
cost-per-click advertising network. Flycast also just announced the commercial
launch of the Flycast eDispatch Newsletter Network, which provides advertisers
with the ability to run campaigns across multiple email newsletters with a
single media buy. In addition, Flycast continues to build its relationship with
affiliates, which now totals more than 2400 sites.
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Flycast already has built synergistic relationships with other CMGI companies,
including AdForce and Engage, to further benefit both advertisers and web
publishers. Flycast partnered with AdForce to offer AdForce's ad serving
capabilities to new sites in the Flycast Network. Engage is working with Flycast
to deploy Engage's profiling technology across the Flycast Network.
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ABOUT FLYCAST COMMUNICATIONS
Based in San Francisco, Flycast Communications is the leading provider of
Internet direct response advertising solutions. The company is focused on
maximizing the return on investment for response-oriented advertisers, direct
marketers and e-commerce companies by delivering the most ROI-effective audience
reach, response and results in the industry. The company's flagship offering,
the Flycast Network, reaches over 25 million people a month, or 41 percent of
the web. Flycast's advertisers include e-commerce companies, direct response
marketers and interactive agencies who are interested in generating site traffic
and increasing web-based sales through ROI-focused advertising. Flycast can be
reached on the web at http://www.flycast.com.
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ABOUT CMGI
With 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, @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,
Activerse, AdForce, Adsmart, AltaVista, CMGI Solutions, Flycast, iCAST,
Magnitude Network, MyWay.com, NaviNet, SalesLink, Tribal Voice and ZineZone. The
company's @Ventures affiliates have ownership interests in Lycos, Inc. (Nasdaq:
LCOS), Critical Path (Nasdaq: CPTH), Silknet (Nasdaq: SILK), Chemdex (Nasdaq:
CMDX), MotherNature.com (Nasdaq: MTHR), 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, HotLinks, INPHO/HomePriceCheck.com, Intelligent/Digital, KOZ.com,
Mondera.com, MyFamily.com, NextMonet.com, NextPlanetOver.com, Oncology.com,
OneCore.com, PlanetOutdoors.com, Productopia, Raging Bull, SnapFish.com, Speech
Machines, hingWorld.com, Vicinity, Virtual Ink, Visto, Vstore and WebCT.
CMGI Corporate headquarters is located at 100 Brickstone Square, Andover, MA
01810. Telephone: 978-684-3600. Fax: 978-684-3814. Additional information is
available on the company's Web site at http://www.cmgi.com.
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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 Flycast by CMGI, the expected growth in CMGI's advertising and
marketing business, the expected benefits of Flycast's relationships with third
parties, including AdForce, Engage and Adsmart, and the expected functionality
of Flycast's new product offerings. The following factors, among others, could
cause actual results to differ materially from those described in these forward-
looking statements: the risk that Flycast's business will not be successfully
integrated with the business of CMGI; the risk that Flycast's technology and
products
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will not successfully combine with those of third parties; risks associated with
the business of Flycast; the adoption of new laws and regulations affecting the
provision of Internet advertising services, including laws and regulations
covering privacy, pricing and content; and increased competition and
technological changes in the industries in which CMGI and Flycast 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.
