As filed with the Securities and Exchange Commission on March 30, 2000
Registration No. 333-78547
Registration No. 333-89169
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FLYCAST COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0431028
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
181 FREMONT STREET, SAN FRANCISCO, CALIFORNIA 94105
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK OPTION PLAN
1999 STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
1999 DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plans)
ANDREW J. HAJDUCKY III
VICE PRESIDENT AND TREASURER
FLYCAST COMMUNICATIONS CORPORATION
181 FREMONT STREET
SAN FRANCISCO, CALIFORNIA 94105
(Name and Address of Agent for Service)
(415) 977-1000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
WILLIAM WILLIAMS II, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
CMGI, INC.
100 BRICKSTONE SQUARE
ANDOVER, MASSACHUSETTS 01810
EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-8 (File No. 333-78547) and a
Registration Statement on Form S-8 (File No. 333-89169) (collectively, the
"Registration Statements"), Flycast Communications Corporation (the
"Registrant") registered shares of its common stock, $.0001 par value per share
(the "Registrant Common Stock"), under the Securities Act of 1933, as amended,
for offer and issuance pursuant to the Registrant's (i) 1997 Stock Option Plan,
(ii) 1999 Stock Option Plan, (iii) 1999 Employee Stock Purchase Plan and (iv)
1999 Directors' Stock Option Plan (collectively, the "Plans"). On January 13,
2000, the Registrant merged with a wholly owned subsidiary of CMGI, Inc.
Therefore, this Post-Effective Amendment No. 1 to the Registration Statements is
being filed pursuant to the Registrant's undertaking in each such Registration
Statement on Form S-8, for the purpose of deregistering all shares of Registrant
Common Stock which remain unissued under the Plans.
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SIGNATURE
Pursuant to Rule 478 promulgated under the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statements to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Andover,
The Commonwealth of Massachusetts on March 30, 2000.
FLYCAST COMMUNICATIONS
CORPORATION
By: /s/ Andrew J. Hajducky III
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Andrew J. Hajducky III
Vice President and Treasurer
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