Principal Shareholders.
Tentative pricing is currently scheduled for July,so may be the board will get little more active as we get nearer to the pricing date.
In the meantime here is a list of principal shareholders.
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Principal Shareholders
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDER AND MANAGEMENT
Principal Stockholder
The following table sets forth information with respect to beneficial ownership of Engage common stock by CMGI as of April 30, 1999, and as adjusted to reflect the sale of the shares of common stock offered by Engage in this offering. CMGI is the only person or entity that owns beneficially more than 5% of the outstanding shares of common stock. The shares of common stock shown as held by CMGI include shares issuable upon conversion of convertible preferred
stock and convertible notes held by CMGI as of April 30, 1999. See
"Transactions and Relationship Between Engage and CMGI --Debt Conversion".
Percentage of
Outstanding Shares
Beneficially Owned
Name and Address of Shares of Common Stock ------------------------------
Beneficial Owner Beneficially Owned Before Offering After Offering
------------------------ ---------------------- --------------- --------------
CMGI, Inc. ............. 18,828,310 95.7% %
100 Brickstone Square
Andover, MA 01810
Management
The following table sets forth information with respect to beneficial ownership of the common stock of Engage and CMGI, as of April 30, 1999, for (i) each director of Engage; (ii) each executive officer named in the Summary Compensation Table; and (iii) all directors and executive officers of Engage as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or nvestment power with respect to the securities. Except as indicated by footnote, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The number of shares of common stock outstanding used in calculating the percentage for each listed person includes the shares of common stock underlying options held by such person that are exercisable within 60 days of April 30, 1999, but excludes shares of common stock underlying options held by any other person. Percentage of beneficial ownership is based on 19,679,569 shares of common stock outstanding as of April 30, 1999,after giving effect to the conversion of outstanding convertible notes and convertible preferred stock.
Percentage Percentage
Shares of Engage Ownership Shares of CMGI Ownership
Name Common Stock of Engage Common Stock of CMGI
------------------------ ---------------- ---------- -------------- ----------
Paul L. Schaut.......... 118,750(1) * 2,500(1) *
Daniel J. Jaye.......... 258,333(1) 1.3% 2,666(1) *
David S. Wetherell...... 18,828,310(2) 95.7 5,386,112(3) 11.2%
Edward A. Bennett....... 0 * 0 *
Christopher A. Evans.... 35,000(1) * 0 *
Craig D. Goldman........ 15,625(1) * 37,600(1) *
Andrew J. Hajducky,
III.................... 18,828,310(2) 95.7 34,371(4) *
All directors and
executive officers as a
group (9 persons)...... 19,307,060(5) 95.8% 5,463,249(6) 11.3%
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