================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 1999 CMGI, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-22846 04-2921333 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 100 Brickstone Square, Andover, MA 01810 (Address of principal executive offices, including Zip Code) (978) 684-3600 (Registrant's telephone number, including area code) ================================================================================ Item 5. Other Events. - ---------------------- On May 7, 1999, CMGI, Inc. issued a news release relating to the restatement of its results for its third and fourth quarters of fiscal 1998 ended April 30, 1998 and July 31, 1998, respectively, and its first and second quarters of fiscal 1999 ended October 31, 1998 and January 31, 1999, respectively. A copy of the news release containing such announcement is filed herewith as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - --------------------------------------------------------------------------- No financial statements or pro forma financial information are filed as a part of this report. The exhibit filed as part of this report is listed in the Exhibit index hereto. Exhibit No. Description ----- ----------- 99.1 News release dated May 7, 1999, issued by CMGI, Inc. 2 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, thereunto duly authorized. CMGI, INC. (Registrant) /s/ Andrew J. Hajducky III --------------------------- May 7, 1999 Andrew J. Hajducky III, CPA Chief Financial Officer and Treasurer 3