As filed pursuant to Rule 424(b)(3)
Registration No. 333-44276
Prospectus Supplement No. 2, dated November 30, 2000
(to Prospectus dated September 11, 2000)
CMGI, INC.
100 Brickstone Square
Andover, Massachusetts 01810
(978) 684-3600
COMMON STOCK
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This document is Prospectus Supplement No. 2 to the Prospectus of
CMGI, Inc. ("CMGI"), dated September 11, 2000 (the "Original Prospectus"),
relating to the sale of shares of CMGI common stock by certain selling
shareholders. This supplement is occasioned by the donation of shares
subject to the Registration Statement by one of the selling shareholders to
a donee, who will now be an additional selling shareholder. This Prospectus
Supplement No. 2 should be read in conjunction with the Original Prospectus
and Prospectus Supplement No. 1, dated September 29, 2000, and this
Prospectus Supplement No. 2 is qualified by reference to the Original
Prospectus and Prospectus Supplement No. 1 except to the extent that the
information herein contained supersedes the information contained in the
Original Prospectus and Prospectus Supplement No. 1.
ADDITIONAL SELLING SHAREHOLDER
Since the date of the Original Prospectus, one selling shareholder
has donated shares of common stock to a donee. The donee was not
specifically named in the Original Prospectus or Prospectus Supplement No.
1. Accordingly, the selling shareholders sections of the Original
Prospectus and Prospectus Supplement No. 1 are hereby supplemented to
include the donee listed below, with respect to the donated shares.
However, the total number of shares offered by all selling shareholders
(including the donor and the donee) remains unchanged because the donee is
offering to sell only the donated shares which were eligible for sale under
the Original Prospectus.
NUMBER OF SHARES OF
SHARES OF SHARES COMMON STOCK
COMMON STOCK REGISTERED TO BE BENEFICIALLY
OWNED PRIOR TO FOR SALE IN THE OWNED AFTER THE
SELLING SHAREHOLDER THE OFFERING OFFERING (1) OFFERING
------------------- -------------- --------------- -----------------
Number Percent Number Percent
Set Free Initiatives (2) 0 * 19,600 0 *
* Less than 1%
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(1) The selling shareholder may sell any or all of the shares offered by
this Prospectus Supplement No. 2. We do not know when or in what
amounts the selling shareholder may offer shares for sale. Because
the selling shareholder may offer all or some of the shares pursuant
to the offering, we cannot estimate the number of the shares that
will be held by the selling shareholder after completion of the
offering. For purposes of this table, we have assumed that none of
the shares covered by this Prospectus Supplement No. 2 will be held
by the selling shareholder. In addition, the common stock registered
is subject to a Trading Day Limit Agreement which restricts the
amount of shares any selling shareholder can sell in one day and
which provides a limited time window in which the selling shareholder
can enter into an arrangement that transfers to another any of the
consequences of ownership of those shares.
(2) An aggregate of 19,600 shares were donated by Kevin Williamson, a
selling shareholder under the Original Prospectus. The number of
shares owned by Kevin Williamson which are registered for sale is
therefore reduced to 69,220.
