SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): November 20, 2001
CMGI, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-23262 04-2921333
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
100 Brickstone Square
Andover, Massachusetts 01810
(Address of Principal Executive Offices) (Zip Code)
(978) 684-3600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On November 20, 2001, CMGI, Inc. (the "Company") consummated the repurchase
of all the outstanding shares of its Series C Convertible Preferred Stock (the
"Series C Preferred Stock") pursuant to privately negotiated stock exchange
agreements with the holders of the Series C Preferred Stock (the
"Stockholders"). In connection therewith, the Company announced the retirement
of the Series C Preferred Stock effective immediately.
The repurchases were effectuated pursuant to Stock Exchange Agreements,
dated November 20, 2001, by and between the Company and each of the Stockholders
and Stock Exchange Agreements, dated November 20, 2001 by and among the Company,
Maktar Limited, a wholly owned subsidiary of the Company organized under the
laws of Ireland, and each of the Stockholders (collectively, the "Stock Exchange
Agreements"). Pursuant to the Stock Exchange Agreements, the Company
repurchased all of the outstanding shares of Series C Preferred Stock for
aggregate consideration consisting of the following: (1) $100,300,669 in cash,
(2) an obligation to deliver, no later than December 2, 2002, 448,347,107
Ordinary Shares of Pacific Century CyberWorks Limited and (3) 34,699,331 shares
of the Company's Common Stock, $.01 par value per share. The amount of
consideration and the terms of the Stock Exchange Agreements were based on
arm's-length negotiations.
The foregoing description of the Stock Exchange Agreements and the
transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the full text of the Stock Exchange
Agreements which are filed as exhibits to this Form 8-K and are incorporated by
reference herein.
Item 7. Exhibits.
(C) Exhibits:
Exhibit No. Description
- ----------- -----------
10.1 Form of Stock Exchange Agreement, dated November 20, 2001 by and
between CMGI, Inc., a Delaware corporation, and the Stockholders.
10.2 Form of Stock Exchange Agreement, dated November 20, 2001 by and
among CMGI, Inc., a Delaware corporation, Maktar Limited, a wholly
owned subsidiary of CMGI, Inc. organized under the laws of
Ireland, and the Stockholders.
10.3 Pledge Agreement, dated November 20, 2001, by and among Maktar
Limited, a wholly owned subsidiary of CMGI, Inc. organized under
the laws of Ireland, the Stockholders and AIB International
Financial Services Limited, a limited liability company organized
under the laws of Ireland, as agent for the Stockholders.
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.
CMGI, INC
(Registrant)
Date: November 20, 2001 By: /s/ David S. Andonian
----------------------------------
Name: David S. Andonian
Title: President and
Chief Operating Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Form of Stock Exchange Agreement, dated November 20, 2001 by and
between CMGI, Inc., a Delaware corporation, and the
Stockholders.
10.2 Form of Stock Exchange Agreement, dated November 20, 2001 by and
among CMGI, Inc., a Delaware corporation, Maktar Limited, a
wholly owned subsidiary of CMGI, Inc. organized under the laws
of Ireland, and the Stockholders.
10.3 Pledge Agreement, dated November 20, 2001, by and among Maktar
Limited, a wholly owned subsidiary of CMGI, Inc. organized under
the laws of Ireland, the Stockholders and AIB International
Financial Services Limited, a limited liability company
organized under the laws of Ireland, as agent for the
Stockholders.