As filed with the Securities and Exchange Commission on June 17, 2002
Registration No. 333- _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CMGI, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2921333
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
100 Brickstone Square, Andover, Massachusetts 01810
(Address of Principal Executive Offices) (Zip Code)
2002 Non-Officer Employee Stock Incentive Plan, as amended
(Full Title of the Plan)
GEORGE A. MCMILLAN
Chief Executive Officer
CMGI, Inc.
100 Brickstone Square
Andover, Massachusetts 01810
(Name and Address of Agent for Service)
(978) 684-3600
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
PETER L. GRAY, ESQ.
Executive Vice President and General Counsel
CMGI, Inc.
100 Brickstone Square
Andover, Massachusetts 01810
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount Price Offering Registration
Registered to be Registered Per Share Price Fee
---------- ---------------- --------- ----- ---
--------------------------------------------------------------------------------------
Common Stock, 15,000,000 shares $0.555(1) $8,325,000(1) $765.90
$.01 par value
--------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices of the Common Stock on the
Nasdaq National Market on June 12, 2002 in accordance with Rules 457(c) and
457(h) under the Securities Act of 1933.
Statement of Incorporation by Reference:
In accordance with General Instruction E to Form S-8, this Registration
Statement on Form S-8 incorporates by reference the contents of the Registration
Statement on Form S-8 (File No. 333-84648) filed by the Registrant on March 21,
2002, relating to the Registrant's 2002 Non-Officer Employee Stock Incentive
Plan, as amended.
SIGNATURES
Pursuant to the requirements of 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Andover, Commonwealth of Massachusetts on June 17,
2002.
CMGI, INC.
By: /s/ George A. McMillan
-------------------------
George A. McMillan
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of CMGI, Inc., hereby severally
constitute George A. McMillan, Thomas Oberdorf and Peter L. Gray, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
CMGI, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 17, 2002.
Signature Title
--------- -----
/s/ David S. Wetherell Chairman of the Board of Directors
----------------------
David S. Wetherell
/s/ George A. McMillan Chief Executive Officer and Director
---------------------- (Principal Executive Officer)
George A. McMillan
/s/ Thomas Oberdorf Chief Financial Officer and Treasurer
------------------- (Principal Financial and Accounting Officer)
Thomas Oberdorf
/s/ Barry Allen Director
---------------
Barry K. Allen
/s/ Virginia G. Bonker Director
----------------------
Virginia G. Bonker
/s/ Jonathan Kraft Director
------------------
Jonathan Kraft
/s/ Peter McDonald Director
------------------
Peter McDonald
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Specimen Certificate of Common Stock, $.01 par value per share, of the
Registrant is incorporated herein by reference to Exhibit 4.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended July
31, 1999 (File No. 000-23262)
5 Opinion of Kevin P. Lanouette, Esq.
23.1 Consent of Kevin P. Lanouette, Esq. (included in Exhibit 5)
23.2 Consent of KPMG LLP, independent accountants
24 Power of Attorney (included in the signature pages of this Registration
Statement)