SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 9, 2000
CMGI, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-23262 04-2921333
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
100 Brickstone Square, Andover, MA 01810
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 684-3600
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On December 14, 1999, CMGI, Inc. ("CMGI") entered into a merger
agreement (the "yesmail Merger Agreement") to acquire yesmail.com, inc. Pursuant
to the yesmail Merger Agreement, CMGI will issue 0.1252 shares of CMGI common
stock for each share of yesmail common stock issued and outstanding at the
closing of the merger. Total consideration for the yesmail merger is estimated
at approximately $671 million consisting of: (i) CMGI common stock valued at
$555 million, (ii) options and warrants to purchase CMGI common stock valued at
approximately $110 million and (iii) estimated direct acquisition costs of $6
million. The closing of this transaction will occur promptly following the
satisfaction of all closing conditions set forth in the yesmail Merger
Agreement, including the expiration or early termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976,
as amended (the "Hart-Scott-Rodino Act").
CMGI has entered into a Stock Purchase Agreement, dated
as of February 14, 2000, by and among itself, Bean Acquisition Corp., a
wholly-owned subsidiary of CMGI ("Acquisition Sub"), Tallan, Inc. ("Tallan") and
certain stockholders of Tallan (the "Stock Purchase Agreement"), providing for
the acquisition of an approximately 80% interest in Tallan on a fully diluted
basis. Total consideration for the acquisition is approximately $920 million and
is payable in cash, promissory notes and options to acquire CMGI stock. The
promissory notes have varying maturities and the principal and interest on the
promissory notes are generally payable, at CMGI's option, in cash or registered
shares of CMGI stock. The closing of the acquisition will occur promptly
following the satisfaction of all closing conditions set forth in the Stock
Purchase Agreement, which include the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Act.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired
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Audited consolidated balance sheets of yesmail.com, inc. as of December 31, 1998
and 1999, and the related consolidated statements of operations, common
stockholders' equity (deficit) and cash flows for each of the two years in the
period ended December 31, 1999.
Audited balance sheets of Tallan, Inc. as of December 31, 1998 and 1999, and the
related statements of operations, changes in stockholders' equity (deficit) and
cash flows for each of the three years in the period ended December 31, 1999.
(c) Exhibits:
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23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
99.1 Audited consolidated balance sheets of yesmail.com, inc. as of
December 31, 1998 and 1999, and the related consolidated
statements of operations, common stockholders' equity
(deficit) and cash flows for each of the years in the period
ended December 31, 1999.
99.2 Audited balance sheets of Tallan, Inc. as of December 31,
1998 and 1999, and the related statements of operations,
changes in stockholders' equity (deficit) and cash flows for
each of the three years in the period ended December 31, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 8, 2000 CMGI, Inc.
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(Registrant)
By: /s/ William Williams II
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William Williams II
Title: Vice President and
General Counsel
EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
99.1 Audited consolidated balance sheets of yesmail.com, inc. as of
December 31, 1998 and 1999, and the related consolidated
statements of operations, common stockholders' equity
(deficit) and cash flows for each of the years in the period
ended December 31, 1999.
99.2 Audited balance sheets of Tallan, Inc. as of December 31,
1998 and 1999, and the related statements of operations,
stockholders' equity (deficit) and cash flows for each of the
three years in the period ended December 31, 1999.