SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 9, 2002
CMGI, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-23262 04-2921333
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
100 Brickstone Square
Andover, Massachusetts 01810
(Address of Principal Executive Offices) (Zip Code)
(978) 684-3600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Introductory Note
On September 10, 2002, CMGI, Inc. ("CMGI") filed a Current Report on Form
8-K (the "Current Report") to report under Item 5 the divestiture by CMGI of all
of its equity and debt ownership interests in Engage, Inc. ("Engage") (the
"Disposition"). CMGI is filing this Amendment No. 1 to the Current Report to
report the Disposition under Item 2. The Current Report is hereby amended in its
entirety to read as follows:
Item 2. Acquisition or Disposition of Assets.
On September 9, 2002, CMGI divested all of its equity and debt ownership
interests in Engage. Under the terms of the Transaction Agreement, dated as of
September 9, 2002, by and among CMGI, CMGI (UK) Limited and Engage (the
"Transaction Agreement"), CMGI transferred to Engage approximately 148.4 million
shares of common stock of Engage held by CMGI, representing approximately 76% of
the issued and outstanding shares of Engage, and cancelled approximately $60
million of debt, including all convertible debt, owed to CMGI by Engage. In
consideration of the equity transfer and debt cancellation, Engage, among other
things, (i) paid to CMGI $2.5 million in cash, (ii) agreed to pay to CMGI up to
an additional $6.0 million, comprised of a senior secured promissory note due in
September 2006 and earnout payments commencing in fiscal year 2004, and (iii)
issued to CMGI a warrant for the purchase of up to 9.9% of the issued and
outstanding shares of Engage Common Stock, at an exercise price of $.048 per
share. The amount of consideration was determined as a result of arms'-length
negotiations between the parties.
The foregoing description of the Transaction Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Transaction Agreement which is
filed as an exhibit to this Form 8-K and is incorporated by reference herein.
Item 7. Exhibits.
(b) Pro Forma Financial Information.
The required pro forma financial information is filed as an exhibit to
this report and is incorporated by reference herein.
(c) Exhibits.
The exhibits listed in the Exhibit Index immediately preceding such
exhibits are filed with this report.
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/ Thomas Oberdorf
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Date: October 2, 2002 Thomas Oberdorf
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
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10.1* Transaction Agreement, dated as of September 9, 2002, by
and among CMGI, Inc., CMGI (UK) Limited and Engage, Inc.
99.1* Press Release, dated September 9, 2002.
99.2 Unaudited pro forma condensed financial information of
CMGI, Inc.
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*Previously filed.