Looks like their making room for a few more splits,
newsalert.com
April 06, 1999 20:19
CMGI INC files prelim special meeting proxy.
Excerpted from PRES14A filed on 04/06 by CMGI INC:
CMGI INC files prelim special meeting proxy.
(4) Date Filed:
Notes:
CMGI, INC.
100 BRICKSTONE SQUARE
FIRST FLOOR
ANDOVER, MASSACHUSETTS 01810
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, MAY 13, 1999
To the Stockholders of CMGI, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Meeting") of
CMGI, Inc., a Delaware corporation (the "Company"), will be held at the
principal executive offices of the Company at 100 Brickstone Square, Andover,
Massachusetts, on Thursday, May 13, 1999, at 10:00 a.m. local time, for the
following purposes:
Item. 1. To amend the Company's Restated Certificate of Incorporation to provide for
an increase in the number of authorized shares of Common Stock, $.01 par value
per share, from 100,000,000 shares to 400,000,000 shares.
Item. 2. To amend the Company's 1986 Stock Option Plan and 1995 Employee Stock
Purchase Plan to increase the maximum number of shares available under both
plans combined from 9,000,000 shares to 14,000,000 shares.
A brief question and answer period with respect to the matters set forth above
will precede the stockholder votes. The Company does not intend to make any
presentations at this Meeting or to answer questions about its business and
operations generally. No other business will be conducted at the Meeting.
Only stockholders of record at the close of business on Thursday, April 1, 1999
will be entitled to notice of and to vote at the Meeting and any adjournments or
postponements thereof.
By Order of the Board of Directors
David S. Wetherell, Secretary
April 16, 1999
All stockholders are cordially invited to attend the Meeting. To ensure your
representation at the Meeting, you are urged to mark, sign, and return the
enclosed proxy card in the accompanying envelope, whether or not you expect to
attend the Meeting. No postage is required if mailed in the United States. Any
stockholder attending the Meeting may vote in person even if that stockholder
has returned a proxy.
YOUR VOTE IS IMPORTANT
TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE.
PROXY STATEMENT
OF
CMGI, INC.
GENERAL
This Proxy Statement and Notice of Special Meeting of Stockholders are being
provided and the accompanying proxy is being solicited by the Board of Directors
of CMGI, Inc. (the "Company") for use at the Company's Special Meeting of
Stockholders (the "Meeting") to be held at the principal executive offices of
the Company, 100 Brickstone Square, First Floor, Andover, Massachusetts 01810,
on Thursday, May 13, 1999, at 10:00 a.m. local time, or at any adjournment or
postponement of the Meeting, for the purposes set forth in this Proxy Statement
and the foregoing Notice of Special Meeting of Stockholders. This Proxy
Statement and accompanying proxy card are being mailed on or about April 16,
1999, to all stockholders entitled to notice of and to vote at the Meeting. The
Company's telephone number is (978) 684-3600. Unless otherwise indicated all
share amounts of the common stock of the Company $0.01 par value per share (the
"Common Stock") reflect a three-for-two stock split in the form of a stock
dividend on March 17, 1995 and three two-for-one stock splits in the form of
stock dividends on February 2, 1996, May 11, 1998 and January 11, 1999.
SOLICITATION
The cost of solicitation of proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. Copies
of solicitation materials will be furnished to brokerage houses, fiduciaries,
and custodians to forward to beneficial owners of Common Stock of the Company
(the "Common Stock") held in their names. In addition, the Company will
reimburse brokerage firms and other persons representing beneficial owners of
stock for their expenses in forwarding solicitation materials to such beneficial
owners. Original solicitation of proxies by mail may be supplemented by
telephone, telegram, and personal solicitation by Directors, officers and other
regular employees of the Company. No additional compensation will be paid to
Directors, officers or other regular employees for such services.
RECORD DATE, VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record at the close of business on Thursday, April 1, 1999, will
be entitled to notice of, and to vote at, the Meeting. As of April 1, 1999, the
Company had outstanding 46,837,374 shares of Common Stock. Each share of Common
Stock is entitled to one vote on each proposal that will come before the
Meeting. A majority of the outstanding shares of Common Stock will constitute a
quorum at the Meeting. Votes withheld, abstentions and broker non-votes (where a
broker or nominee does not exercise discretionary authority to vote on a matter)
are counted for purposes of determining the presence or absence of a quorum for
the transaction of business.
(End of Item Excerpt)
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