Excerpted from 8-K filed on 07/07 by CMGI INC:
CMGI INC rpts important event, financial statements & exhibits.
Item 5. Other Events.
On June 29, 1999, CMGI, Inc., a Delaware corporation (the "Company") issued and sold pursuant to a Securities Purchase Agreement, dated as of June 29, 1999,by and among the Company and the Investors (as defined herein), an aggregate of 375,000 shares of its newly designated Series C Convertible Preferred Stock (the "Series C Preferred Stock") to funds managed by four institutional investment
managers (the "Investors"). The shares were sold in a private placement pursuant to Regulation D under the Securities Act of 1933, as amended (the "Securities Act").
The rights and preferences of the Series C Preferred Stock are as set forth in a Certificate of Designations, Preferences, and Rights, in respect of the Series C Preferred Stock (the "Certificate of Designation"), which was filed with the Secretary of State of the State of Delaware on June 29, 1999, and a Certificate of Correction to the Certificate of Designation, which was filed with the Secretary of State of the State of Delaware on June 30, 1999. The Certificate of Designation segregates the shares of Series C Preferred Stock into three separate tranches of 125,000 shares each to be designated as Tranche 1," "Tranche 2," and "Tranche 3" (individually, a "Tranche" and collectively, the "Tranches"). The shares in each Tranche have identical rights and preferences to shares in the other Tranches, except as to conversion price as set forth below. The Company will pay a semiannual dividend on the Series C Preferred Stock of 2% per annum, in arrears, on June 30 and December 30 of each year, at the Company's option, in cash or through an adjustment to the liquidation preference of the Series C Preferred Stock. Such adjustments, if any, will also increase the number of shares into which the Series C referred Stock is convertible.
Each Tranche may be converted, at the holder's option, into shares of common stock, $0.01 par value per share (the "Common Stock"), of the Company at an initial conversion price per share equal to 150% of the average of the closing bid prices of the Common Stock on the Nasdaq National Market over the ten consecutive trading days immediately preceding the date of original issuance of the Series C Preferred Stock. The initial conversion price remains in effect until the conclusion of the pricing period in respect of a particular Tranche.
Thereafter, shares of the Series C Preferred Stock for a particular Tranche are convertible into Common Stock at the conversion price set for that Tranche. The conversion price for each Tranche equals the ten day average of the closing bid prices of the Common Stock beginning on the initial trading day for the particular Tranche's pricing period multiplied by 90.75%. The pricing period for Tranche 1, Tranche 2, and Tranche 3 begins on the 15th, 45th and 75th calendar
day after the date of original issuance of the Series C Preferred stock, respectively. The initial conversion price and the conversion price calculated for each Tranche are subject to adjustment for certain actions taken by the Company. In addition, in no event will the conversion price calculated for each Tranche exceed the initial conversion price.
(End of item excerpt.)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 99.1 Securities Purchase Agreement, dated as of June 29, 1999, by and among the Company and the Investors named therein.
Exhibit 99.2 Registration Rights Agreement, dated as of June 29, 1999, by and among the Company and the Investors named therein.
Exhibit 99.3 Certificate of Designations, Preferences, and Rights of
the Series C Preferred Stock.
Exhibit 99.4 Certificate of Correction of the Series C Preferred Stock.
Exhibit 99.5 Press Release issued by the Company on June 30, 1999.
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