CMGI INC files for common stock offer.
IFN Smart Edgar News - August 12, 1999 21:38
Excerpted from S-3 filed on 08/12 by CMGI INC:
CMGI INC files for common stock offer.
SUBJECT TO COMPLETION, DATED AUGUST 12, 1999
100 Brickstone Square
Andover, Massachusetts 01810
(978) 684-3600
CMGI, INC.
360,532 SHARES
COMMON STOCK
Our common stock is traded on the Nasdaq National Market under the symbol
"CMGI." On August 9, 1999, the last reported per share sale price of our common
stock was $73.25.
We issued and sold the 360,532 shares of our common stock described in this
prospectus to the selling stockholders in connection with the purchase of a
majority of the common stock of Internet Profiles Corporation from the selling
stockholders by us and Engage Technologies, Inc., a majority owned subsidiary of
ours, on April 7, 1999. Under the terms of an agreement entered into in
connection with the purchase, the selling stockholders may sell 180,266 shares
after October 4, 1999, and 95,456 shares after April 2, 2000. The remaining
84,810 of the shares that we issued and sold are in escrow and cannot be sold by
the selling stockholders until they are released from escrow. Subject to claims
made against the selling stockholders under the escrow agreement, up to 42,405
of the shares held in escrow may be released from escrow on April 7, 2000 and up
to another 42,405 shares may be released on April 7, 2001.
These shares of common stock will be offered by the selling stockholders
named in this prospectus, who will receive all of the proceeds from any sales.
The selling stockholders may sell the shares of common stock at various times,
subject to the restrictions discussed above, and in various types of
transactions, including sales in the open market, sales in negotiated
transactions and sales by a combination of these methods. Shares may be sold at
the market price of the common stock at the time of a sale, at prices relating
to the market price over a period of time, or at prices negotiated with the
buyers of shares. More detailed information concerning the distribution of the
shares is contained in the section of this prospectus entitled "Plan of
Distribution" which begins on page 17.
The selling stockholders will pay all brokerage fees and commissions and
similar sale-related expenses. We are paying expenses relating to the
registration of the shares with the Securities and Exchange Commission.
BUYING SHARES OF OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF SHARES OF OUR
COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALES IS NOT PERMITTED.
THE DATE OF THIS PROSPECTUS IS __________ __, 1999.
(End of Item Excerpt)
THE COMPANY
We develop and operate Internet and direct marketing companies and take
strategic equity positions in related businesses focused on the Internet.
A more complete description of our business and our recent activities can be
found in the documents described in "WHERE YOU CAN FIND MORE INFORMATION." All
common share amounts referred to in this prospectus have been adjusted to
reflect a two-for-one split of our common stock paid in the form of a 100% stock
dividend on May 27, 1999.
RECENT DEVELOPMENTS
On July 20, 1999, Engage Technologies, Inc., a majority owned subsidiary of
ours, offered 6,000,000 shares of its common stock in an underwritten initial
public offering, of which 600,000 shares were reserved for sale to our
stockholders. Prior to the closing of the Engage offering, we owned
approximately 94% of the outstanding common stock of Engage. We currently own
approximately 79% of the outstanding common stock of Engage and continue to
control Engage. We expect to record a gain on the issuance of stock by Engage in
its initial public offering during our fiscal year ended July 31, 1999,
representing the increase in the book value of our net equity in Engage as a
result of the initial public offering.
(End of Item Excerpt)
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares being sold by the
selling stockholders.
THE SELLING STOCKHOLDERS
The selling stockholders are former holders of equity securities of Internet
Profiles Corporation. The shares offered hereby were issued to the selling
stockholders in connection with the purchase of a majority of the common stock
of Internet Profiles Corporation from the selling stockholders by us and Engage
Technologies, Inc., one of our majority owned subsidiaries, on April 7, 1999.
The following table sets forth the name and number of shares of our common stock
beneficially owned by each of the selling shareholders, of which an aggregate of
360,532 shares may be offered pursuant to this prospectus. The table has been
prepared on the basis of the information furnished to us by or on behalf of the
selling stockholders. As of August 9, 1999, there were approximately
95.6 million shares of our common stock outstanding.
TABLE
CAPTION
NUMBER OF NUMBER OF
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING BENEFICIALLY
OWNED BEFORE OFFERED UNDER THIS OWNED AFTER THE
SELLING STOCKHOLDERS (1) THE OFFERING PROSPECTUS (1) OFFERING (2) (3)
S C C C
Anderson Living Trust 2,184 2,184 0
Anvest, L.P. 3,416 3,416 0
Ariel Poler (8) 6,674 6,674 0
Barbara Gore 412 412 0
Benjamin E. Godley 36 36 0
Bradley Rode (9) 17,942 17,942 0
Charles Askanas 306 306 0
Comdisco, Inc. 2,478 2,478 0
David Carlick (11) 826 826 0
David Golob 126 126 0
David L. Anderson 542 542 0
David Tillinghast 474 474 0
Dylan Poler 16 16 0
Eriberto R. Scocimara GST U/A 12-21-92 414 414 0
Foundation Capital Entrepreneurs Fund, L.L.C. (12) 9,390 9,390 0
Foundation Capital, L.P. (12) 84,516 84,516 0
Frida Alter 454 454 0
TABLE
(End of Item Excerpt)
(End of Item Excerpt)
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