-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q8EOIh8MrAoUDdPgzLsXp372I99//5j2ezGKtmsmthW+uUWYwjwl8WaxOWaZBbos iqS8qTDJ9xnfCdm9/49lCA== 0000047217-03-000045.txt : 20031023 0000047217-03-000045.hdr.sgml : 20031023 20031022185722 ACCESSION NUMBER: 0000047217-03-000045 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031023 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-11885 FILM NUMBER: 03952830 BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158571501 MAIL ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 20BL CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158571501 MAIL ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 20BL CITY: PALO ALTO STATE: CA ZIP: 94304 SC 13G 1 schedule-13g_102203.htm 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Rule 13d-102)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(b)

(Amendment No. __)1

CMGI, Inc.
(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

125750109
(CUSIP Number)

May 3, 2002
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  [_]   Rule 13d-1(b)

  [X]   Rule 13d-1(c)

  [_]   Rule 13d-1(d)

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 125750109 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hewlett-Packard Company
94-1081436
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION

          State of Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		   5.         SOLE VOTING POWER
          -0-
  6.         SHARED VOTING POWER
          24,249,767
  7.         SOLE DISPOSITIVE POWER
          -0-
 8.         SHARED DISPOSITIVE POWER
          24,249,767
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          24,249,767 shares of Common Stock, par value $.01 per share
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) 		|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                   6.1%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    CO

CUSIP No. 125750109 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Compaq Computer Corporation (both for its own account and as successor to CPCG Holdings, Inc.)
76-0011617
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION

          State of Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		   5.         SOLE VOTING POWER
          -0-
 6.         SHARED VOTING POWER
          24,249,767
  7.         SOLE DISPOSITIVE POWER
          -0-
8.         SHARED DISPOSITIVE POWER
          24,249,767
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          24,249,767 shares of Common Stock, par value $.01 per share
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) 		|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                   6.1%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    CO

CUSIP No. 125750109 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HPQ Holdings, LLC (formerly CPQ Holdings, Inc.)
51-0337545
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION

          State of Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		   5.         SOLE VOTING POWER
          -0-
  6.         SHARED VOTING POWER
          24,249,767
  7.         SOLE DISPOSITIVE POWER
          -0-
  8.         SHARED DISPOSITIVE POWER
          24,249,767
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          24,249,767 shares of Common Stock, par value $.01 per share
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) 		|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                   6.1%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    OO
CUSIP No. 125750109 13G Page 5 of 8 Pages

Item 1(a).   Name of Issuer.
     
    CMGI, Inc.
     
Item 1(b).   Address of Issuer's Principal Executive Offices.
     
    100 Brickstone Square, Suite B110, Andover, MA 01810
     
Item 2(a).   Name of Person Filing.
     
    Hewlett-Packard Company
     
Item 2(b).   Address of Principal Business Office or, if None, Residence.
     
    3000 Hanover Street, Palo Alto, California 94304
     
Item 2(c).   Citizenship.
     
    State of Delaware
     
Item 2(a).   Name of Person Filing.
     
    Compaq Computer Corporation (both for its own account and as successor to CPCG Holdings, Inc.)
     
Item 2(b).   Address of Principal Business Office or, if None, Residence.
     
    3000 Hanover Street, Palo Alto, California 94304
     
Item 2(c).   Citizenship.
     
    State of Delaware
     
Item 2(a).   Name of Person Filing.
     
    HPQ Holdings, LLC (formerly CPQ Holdings, Inc.)
     
Item 2(b).   Address of Principal Business Office or, if None, Residence.
     
    3000 Hanover Street, Palo Alto, California 94304
     
Item 2(c).   Citizenship.
     
    State of Delaware
CUSIP No. 125750109 13G Page 6 of 8 Pages
Item 2(d).   Title of Class of Securities.
     
    Common Stock, par value $.01 per share
     
Item 2(e).   CUSIP Number.
     
    125750109
     
Item 3.   If This Statement is Filed Pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), Check Whether the Person Filing is a:
   
  (a)  [_]      Broker or dealer registered under Section 15 of the Exchange Act.
  (b)  [_]      Bank as defined in Section 3(a)(6) of the Exchange Act.
  (c)  [_]      Insurance company as defined in Section 3(a)(19) of the Exchange Act.
  (d)  [_]      Investment company registered under Section 8 of the Investment Company Act.
  (e)  [_]      An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f)  [_]      An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g)  [_]      A parent holding company or control person in accordance with Rule 13d-1(b)
         (1)(ii)(G);
  (h)  [_]      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i)  [_]      A church plan that is excluded from the definition of an investment company under
         Section 3(c)(14) of the Investment Company Act;
  (j)  [_]      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
Item 4.     Ownership.
       
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)    Amount beneficially owned:  24,249,767
  (b)    Percent of class:  6.1%
  (c)    Number of shares as to which such person has:
     (i)         sole power to vote or to direct the vote:   -0-
     (ii)         shared power to vote or to direct the vote:   24,249,767
     (iii)         sole power to dispose or to direct the disposition of:   -0-
     (iv)         shared power to dispose or to direct the disposition of:   24,249,767
       
            Instruction: For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1).
       
Item 5.     Ownership of Five Percent or Less of a Class.
       
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
            Instruction: Dissolution of a group requires a response to this item.
                                                          Not Applicable
       
Item 6.     Ownership of More Than Five Percent on Behalf of Another Person.
                Not Applicable
       
CUSIP No. 125750109 13G Page 7 of 8 Pages
Item 7.     Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person.
                 Not Applicable
     
Item 8.     Identification and Classification of Members of the Group.
                Not Applicable
       
Item 9.     Notice of Dissolution of Group.
                Not Applicable
       
Item 10.     Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
       

SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

   
   
  HEWLETT-PACKARD COMPANY

Date:  October 22, 2003 By:    /s/ Charles N. Charnas   
  Name:   Charles N. Charnas
  Title:     Vice President, Deputy General Counsel and
                 Assistant Secretary
   
   
  COMPAQ COMPUTER CORPORATION

Date:  October 22, 2003 By:    /s/ Charles N. Charnas   
  Name:   Charles N. Charnas
  Title:     Treasurer and Assistant Secretary
   
   
  HPQ HOLDINGS, LLC

Date:  October 22, 2003 By:    /s/ Charles N. Charnas   
  Name:   Charles N. Charnas
  Title:     Manager

        The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative (other than an executive officer or general part of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

CUSIP No. 125750109 13G Page 8 of 8 Pages

Exhibit A

JOINT FILING AGREEMENT

        In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, each of the parties hereto agrees with the other party that the statement on Schedule 13G pertaining to certain securities of CMGI, Inc. to which this agreement is an exhibit is filed by and on behalf of each such party, and that any subsequent amendment thereto will be filed on behalf of each such party.

   
   
  HEWLETT-PACKARD COMPANY

Date:  October 22, 2003 By:    /s/ Charles N. Charnas   
  Name:   Charles N. Charnas
  Title:     Vice President, Deputy General Counsel and
                 Assistant Secretary
   
   
  COMPAQ COMPUTER CORPORATION

Date:  October 22, 2003 By:    /s/ Charles N. Charnas   
  Name:   Charles N. Charnas
  Title:     Treasurer and Assistant Secretary
   
   
  HPQ HOLDINGS, LLC

Date:  October 22, 2003 By:    /s/ Charles N. Charnas   
  Name:   Charles N. Charnas
  Title:     Manager
   
   
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