Warning: very long paste/post ahead RE: ENGA IPO FAQs (gotta love them acronyms!)
To All CMGIers who are interested in the ENGA IPO, I thought I'd paste in prelim info and FAQs from the Wit/Engage site. I got my letter today. Opened an account (funding by check via tomorrow's FedEx). Pretty straightforward. My understanding of it is that the investor must make a conditional offer that is evaluated by Wit/Engage. They then e-mail you the night before telling you how many shares you can purchase and you must send an e-mail back affirmitively confirming you will purchase. The three-day period to fund the buy is just standard for cash accounts...
Anyways, it's long, but hope it helps. We can continue to point to this post during the upcoming onslaught of "Hey, what's the deal with the Engage IPO" questions that are sure to come...
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You have reached Step One: Registering for the Program and Opening an Account with Wit Capital
Please read this document in its entirety.
To register for this program, simply click on the link at the bottom of this page and complete the registration form no later than 5:00 p.m. EST, Friday, July 2, 1999. Only participants who enter an investor code that matches the code in our database are eligible.
Wit Capital will be administering this Program on behalf of Engage Technologies, Inc. ("Engage"). Therefore, as part of the initial registration, you will be guided through an online account opening process that will take approximately 20 minutes to complete. Please be prepared to enter your e-mail and U.S. mailing address information, bank account reference, and a 6-8 character username and password.
You will then need to print out the application, sign where appropriate, and fund your account with the minimum balance requirement of $2,000 no later than Friday, July 2, 1999. All account opening documents, including your check for $2,000 (made payable to U.S. Clearing), should be mailed to the following address:
Wit Capital Corporation
P.O. Box 724
Attn: Engage Technologies, Inc./Directed Share
New York, NY 10276
If you choose to send your application via overnight delivery, please use the following address:
Wit Capital Corporation
826 Broadway
6th Floor
Attn: Engage Technologies, Inc./Directed Share
New York, NY 10003
Please Note: You must include your eight digit Wit Capital account number on all correspondence mailed to Wit Capital, including the memo portion of the check.
Please be aware that while we would like to extend this program to as many shareholders as possible, certain individuals may not participate for legal reasons:
I. Only persons located in the United States may participate
II. Initial public offering securities may not be purchased using margin
III. No person under the age of 18 may purchase securities through this program
In addition, because of legal and regulatory considerations unique to initial public offerings, employees, agents or persons otherwise associated with NASD member broker/dealer related activities, and their immediate family members will be excluded from this Program. Because of the steps that Wit Capital is required to take to open retirement accounts or accounts for partnerships, trusts, investment clubs and other entities it is unlikely that there will be time for investors with these types of accounts to participate in the Engage Offering. However, these entities may register for CMGI's program generally, so that an account will be established for future CMGI Directed Share opportunities.
Note: Only one account per Investor Code may be opened for this program.
Qualified shareholders must both register and open an account with Wit Capital by completing the online application no later than 5:00 p.m. EST July 2, 1999. If you do not complete both of these steps you will not be able to participate in the Engage offering.
If you already have an account with Wit Capital you may use that account, however you will still need to click on the registration link at the bottom of this page and register for the program.
Once you have completed the online account opening process, you will be given a Wit Capital account number. Upon receiving this number, you need take no further action in regard to the Engage Technologies Inc., IPO until you are notified by Wit Capital of the availability of the Preliminary Prospectus.
You will be notified about the availability of the prospectus via e-mail. We expect this to occur during the week of June 28, 1999. Notification about next steps regarding the Engage offering will ONLY be forwarded via email to the address you provide upon registering for the Program. Many of the subsequent steps in this program are time-sensitive, and will require a prompt response, also via email, to continue your participation. Therefore, upon opening your account, you should only provide an email address through which you have convenient, daily access to new messages.
Please note that neither CMGI, Engage nor Wit Capital is assuring you that you will be allocated shares in the Engage offering.
If you have questions about this first step, please go to the Frequently Asked Questions at affinity.witcapital.com You may also e-mail your inquiries directly to Wit Capital using the following e-mail address: engage@witcapital.com. If you have any questions or difficulties in going to the address listed above, you may call 888-474-9032.
Step 2: Review of the Preliminary Prospectus and Placement of a Conditional Offer for shares in the Engage Technologies, Inc. IPO
If you have successfully registered for the program, Wit Capital will notify you VIA EMAIL when the preliminary prospectus is available and Wit Capital has begun accepting Conditional Offers for the Engage IPO. We expect this may occur during the week of June 28th, 1999. At that time, you may:
I. Review the preliminary prospectus
II. Place a Conditional Offer
Note: Conditional Offers may only be placed in units of 100 shares with a minimum permissible request of 100 shares and a maximum permissible request of 500 shares per account. The number of shares you specify in your Conditional Offer is the maximum number of shares you may be allocated, however, there is NO GUARANTEE that you will receive any shares in this offering.
After that date, and once the offering becomes effective, in order to continue in the program you must:
III. Re-confirm your Conditional Offer. On the evening that the offering is declared effective, Wit Capital will notify you VIA EMAIL of the offering price. At that time, if you still want the opportunity to be allocated shares, you will need to re-confirm your Conditional Offer by typing in "I Confirm" in the subject field in response to the e-mail, by the specified time (usually midnight). Should you be allocated shares as a result of your re-confirmation, the number of shares available to you will be communicated via email prior to the opening trade. This is anticipated to occur during the week of July 12, 1999.
IV. Send full payment. You are required to make full payment for the balance due in your account by sending a check (made payable to U.S. Clearing) and delivered by mail or to:
Wit Capital Corporation
P.O. Box 724
Attn: Engage Technologies, Inc./Directed Share
New York, NY 10276
If you choose to send via overnight delivery, please use the following address:
Wit Capital Corporation
826 Broadway
6th Floor
Attn: Engage Technologies, Inc./Directed Share
New York, NY 10003
Payment for balance due on your purchase must be received no later than close of business 3 business days after the initial trading day. (For example, if the offering becomes effective and begins trading on a Monday, the balance due must be received no later than close of business on Thursday of that same week.) Following this deadline, purchases for accounts with balances due may be liquidated and the non-paying customer will be liable for any loss.
Note: Should you NOT receive shares in the Engage Technologies, Inc. IPO, any funds that you have placed in your Wit Capital account may be used for other transactions within Wit Capital's general brokerage services, or upon your request, will be returned to you. Please refer to the policies and procedures section listed at Wit Capital's main website (http://www.witcapital.com) for more information.
Frequently Asked Questions Regarding The
CMGI Directed Share Program
Q: What is the Directed Share Program?
CMGI, Inc. has created a program that will allow CMGI shareholders who own at least 100 shares as of June 15, 1999, (and who meet certain other eligibility requirements) to have the opportunity to participate in the initial public offerings ("IPO's") of its majority-owned companies.
The first of these programs will be for the Engage Technologies, Inc. IPO. There are only a limited number of shares available for this Program as it represents only a portion of the total offering. Engage Technologies, Inc. will review the demand by this qualified group in order determine how to allocate shares for this Program. The Engage Technologies, Inc. IPO is expected to occur sometime during the week of July 12, 1999.
Certain eligibility requirements need to be met including U.S. Citizenship. Please read on to learn about specific eligibility requirements.
Q: How can I participate?
Step One: Registration and Account Opening
To be eligible to participate in the Directed Share Program for the Engage IPO you must have received a letter directly from CMGI, Inc. This letter outlines the terms of the program and offers instructions on how to participate. This letter also contains a unique Investor Code in the top right hand corner of the letter.
As outlined in the letter, qualified shareholders must then register for the Program by going to the website address affinity.witcapital.com and completing the information requested. If you do not register through this web address by July 2, 1999 you will not be considered part of the Program.
The Directed Share Program is being administered for CMGI by Wit Capital Corporation. As part of the registration process, you will also be guided through an account opening process with Wit Capital. While the CMGI Directed Share Program will consider applicants other than individuals for registration in this Program, due to time constraints and legal requirements it is highly unlikely that you will be able to participate in the Program unless you are opening a single or joint cash account.
THIS PROGRAM AND THE WIT CAPITAL ACCOUNT OPENING PROCESS IS ONLY OPEN TO INDIVIDUALS WHO HAVE INTERNET ACCESS AND AN ACTIVE PERSONAL E-MAIL ADDRESS, AS THERE WILL BE A SERIES OF TIME-SENSITIVE COMMUNICATIONS THAT MUST BE RESPONDED TO BEFORE ANY ACTIVITY MAY OCCUR IN YOUR ACCOUNT.
If you already have a Wit Capital account, do not open a new one. Simply indicate the existing account number on the registration page (http://affinity.witcapital.com/engage).
Once you have registered for the Program online you will be walked through the account opening process. When your account opening information is entered, you will be given an account number and you will be asked to supply a 6-8 character username and password. Please do not use first names as these are likely to have already have been selected.
Retain this account number for your records and be sure to include this account number on any paperwork (including checks) that you send to Wit Capital.
IMPORTANT: Notification about next steps regarding the Engage offering will ONLY be forwarded via email to the address you provide when registering for the Program. Many of the subsequent steps in this program are time-sensitive, and will require a prompt reply, also via email, to confirm your participation. Therefore, upon opening your account, you should only provide an email address through which you have convenient, daily access to new messages.
Please note that in order to complete the account opening process you will need to print out several pages of the account application. These pages must be signed and returned along with a $2,000 check, (made payable to U.S. Clearing), to the address stated below. All registrants must complete the online account process, print and sign the necessary application documents, and mail their check for $2,000 no later than July 2, 1999. It takes approximately 3 business days to receive and process checks, so adherence to the July 2, 1999 deadline is mandatory. No exceptions will be made.
Note: Please include your account number on all documents that are sent to Wit Capital.
Step Two: Reviewing the Preliminary Prospectus and Placing a Conditional Offer for the Engage Technologies, Inc. IPO
After you have completed Step One, you will be sent an "IPO Alert" via e-mail when the Preliminary Prospectus becomes available. This is currently expected to occur on or about the week of June 28, 1999.
Engage Technologies, Inc. Directed Share web address: affinity.witcapital.com
Q. Can anyone who receives a letter for this program participate?
To participate in the Engage Technologies, Inc. IPO through this Program you must have received a letter directly from CMGI, Inc. Shareholders who received the program letter have met only the first requirement for participation—they hold at least 100 shares of CMGI Common Stock.
While we would like to extend this program to as many CMGI shareholders as possible, certain individuals are not able to participate for regulatory reasons. Securities regulations require that:
I. Only persons located in the United States may participate.
II. While it is anticipated that a broader group of entities may be permitted in future offerings, the regulatory hurdles required in clearing trusts, partnerships, corporations, and other entities will make it impossible for these entities to participate in the Engage Technologies, Inc. IPO.
III. Initial public offering securities may not be purchased using margin.
IV. No persons under the age of 18 may purchase securities through this program.
In addition, because of legal and regulatory considerations unique to initial public offerings, certain people and their immediate family members may be excluded from this opportunity if they are employees, agents or otherwise associated with NASD member broker/dealer-related activities.
Q: What do I do once I open my account and place my Conditional Offer? How will I know when the IPO is happening?
Once you have completed the account opening process and have placed a Conditional Offer, you need take no further action UNTIL you are notified VIA EMAIL by Wit Capital of the offering price. We expect this may occur during the week of July 12, 1999. When you receive the e-mail informing you of the offering price you will need to:
Reply to the e-mail by typing the words "I Confirm" in the subject line to confirm your interest in participating further based upon the offering price communicated to you. We anticipate that you will receive this email on the night before the offering begins trading in the public markets. Please note that you will be required to send this confirmation on the same afternoon/evening in which the e-mail notifying you of the offering price is sent. You will only have a few hours in which to submit your confirmation email. The following morning, before the security trades, you will be advised of the number of shares that you have been allocated. In no event will that number exceed the number of shares that you have indicated an interest in purchasing in your Conditional Offer.
Q: What is a "Conditional Offer?"
A Conditional Offer is your indication to Wit Capital (after you have had the opportunity to review the preliminary prospectus) of your interest in purchasing shares when and if they become available. By placing a conditional offer you are neither obligated to purchase these shares nor are you guaranteed of being allocated any shares in the offering. You will become obligated to purchase shares when you reconfirm your order.
Q: Am I obligated to purchase securities by registering for this Program?
No. This is not an offer to purchase or a solicitation to buy securities. It is merely a message designed to give you information about this program.
Q: When will I be obligated to purchase shares?
Once the offering is declared effective by the SEC, and once you have re-confirmed your Conditional Offer (after being advised of the actual offering price per share) you will be obligated to purchase the shares that are allocated to you based upon your Conditional Offer. You will be sent an e-mail indicating the number of shares allocated to you on the morning following pricing. This is expected to occur on or about the week of July 12, 1999.
Q: Is the issuer obligated to offer or deliver securities to me as a result of my registration in this program?
No. Your preliminary registration in this program merely provides information to the issuer so that the issuer may make an informed judgment about how it will ultimately distribute shares in this offering.
Q: When is my last opportunity to withdraw my interest in purchasing shares of Engage?
By registering through the website address listed above, you are neither obligated to the purchase of shares in Engage Technologies, Inc. nor is Engage Technologies, Inc. obligated to deliver shares to you when such shares are offered to the public. Rather, your Conditional Offer will be considered along with all other Conditional Offers in this program in order to determine the size of the allocation that will be made to the entire group.
Should you wish to withdraw your interest in this program, simply refrain from responding to any further e-mail communication sent to you and we will assume that you are not interested.
If you have placed a conditional offer, you may cancel that order anytime up until the shares are allocated.
Wit Capital will calculate the total number of shares demanded by all of the individuals replying and will allocate fully the number of shares allotted to this program in. Please keep in mind that the demand for shares may exceed the supply available to distribute. Therefore, no guarantee of an allocation of shares can be provided.
Q: What will the initial price per share be?
The initial range, which is subject to change, will be stated on the cover of the preliminary prospectus.
Q: How much money will the Issuing Company raise in the IPO?
This information will be stated in the preliminary prospectus.
Q: When must I pay Wit Capital for the shares that I purchase?
You must comply with all of the rules and procedures outlined in Wit Capital's "Rules and Procedures" including the initial funding of the account, due by July 2, 1999. The total amount due and owing will be based upon the number of the shares that you have received on the morning following pricing multiplied by the offering price per share. This amount will be due by the settlement date of the transaction, which is three business days after the initial trade date.
There will be no additional fees or costs to you for this transaction, nor are there any costs for maintaining an account at Wit Capital. Should you wish to conduct other brokerage business within your Wit Capital account following this initial purchase you will be subject to Wit Capital's posted brokerage service fees.
Q: How should I deliver payment? (In what form is payment acceptable?)
The minimum initial deposit of $2,000 must be made by check payable to "US Clearing." If there are additional funds required to completely cover the purchase of the securities when they become available (i.e., if your share purchase requires funds over the initial $2,000 balance), these funds must also be made payable to US Clearing and be delivered by mail to:
Wit Capital
Attn: Engage Technologies, Inc. Directed Shares Program
P.O. Box 724
New York, NY, 10276
For Overnight Mailings only please send information to:
Wit Capital
Attn: Engage Technologies, Inc. Directed Share Program
826 Broadway, 6th Floor
New York, NY 10003
Q: When can I sell the shares that I purchase in the Engage Technologies, Inc. offering?
You may sell any shares that you may purchase in this program whenever you feel appropriate. Any investment that you make through Wit Capital should be consistent with your own investment objectives and risk tolerance.
You will not be subject to Wit Capital's standard policies regarding selling Engage Technologies, Inc. shares within the first sixty days of the pricing date. However, you will be subject to all Wit Capital policies and procedures pertaining to any shares purchased other than in the CMGI Directed Share Program.
Q: When and how can I remove funds from Wit Capital?
There is no guarantee that you will receive shares in the Engage Technologies, Inc. IPO, even after you have submitted your Conditional Offer and funded your Wit Capital account. Should you not receive shares in the Engage Technologies, Inc. IPO any funds that you have placed in your Wit Capital account may be used within Wit Capital's general brokerage services or will be returned to you at your request. Please refer to the policies and procedures section listed at Wit Capital's main website (www.witcapital.com) for more information.
Q: Can I invite other people to buy shares in this offering?
No. This opportunity is limited to qualified shareholders that have received the invitation letter from CMGI. This letter and invitation is not available to any other person. No other persons may be invited by you into this program.
Q: Can I invite family members to purchase shares with me jointly?
You may only establish one account for this Program under your unique Investor Code. If you choose to establish a joint account with a family member you may do so. Please note all account holders must meet all regulatory requirements for participating in IPOs.
Q: Can I purchase shares in my retirement account?
Under most circumstances, no. However, if you have opened and properly funded an Individual Retirement Account (IRA) with Wit Capital prior to June 1 and have available liquidity in the account, you will be able to place an order through that account. You may not first attempt to open an IRA for the purposes of participating in this IPO.
Q: Can I purchase shares in the name of my minor child?
No. While this may be possible for future offerings, establishing a more complicated account structure like a Uniform Gift to Minors Account ("UGMA") will not be possible for the Engage Technologies, Inc. IPO.
Q: What account types can I use?
While it is ultimately intended that a broad array of accounts may be used in order to participate in the CMGI Directed Share Program, only Individual or Joint Cash Accounts are likely to clear the regulatory and logistical clearances to be able to participate in the Engage IPO.
Q: How many shares am I guaranteed?
By registering in this program you are not guaranteed any shares. Rather, all Conditional Offers will be reviewed with the issuer in order to determine how best to allocate shares to an interested group of online investors when this offering becomes available. Ultimately, the number of shares available for purchase will be based on availability and demand.
Q: What if there are not enough shares available to meet the demand requested by individuals invited into this program?
The issuer will be reviewing the demand from the member community and will be allocating shares to the Program based upon the issuer's business judgement and within the context of the broader offering.
Q: What is the deadline/last day that I may respond to this first step of the directed share program?
You must respond to the first mailing by going to affinity.witcapital.com to register for the Program and open an account with a minimum initial deposit of at least $2,000 July 2, 1999.
Q: May I use a brokerage account with a firm other than Wit Capital to purchase these shares?
No. You may only participate in this program through a Wit Capital Individual or Joint Cash Account.
Q: What if I am not at home/at work to receive and respond to the email messages required to participate in the next steps of the program?
While we would like to extend every courtesy to shareholders invited to participate in this offering, the timely, orderly execution of this program requires all persons to respond via e-mail by the deadlines provided. NO EXCEPTIONS ARE PERMISSIBLE.
Q: What are the differences between requesting shares in an IPO as part of the CMGI Directed Share Program, and requesting shares as a generic Wit Capital customer?
Affinity related "Conditional Offers" are not necessarily allocated on a first-come first-served process. Engage Technologies, Inc. will consider all responses to the first mailing that are received at the registration page at affinity.witcapital.com by July 2, 1999.
Q: What if I have additional questions that have not been answered?
Please direct your questions online to engage@witcapital.com. You may also call 888-474-9032. |
