8-K 1 0001.txt FORM 8-K 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): August 16, 2000 CMGI, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-23262 04-2921333 ---------------------- ----------- ------------------ (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No.) 100 Brickstone Square, Andover, MA 01810 ------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 684-3600 N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. ----------------------------------------------------------------- The Registrant hereby files the following financial statements and pro forma financial information, which are attached as exhibits to this report: Audited consolidated balance sheet of AdForce, Inc. as of December 31, 1999, and the related consolidated statements of operations, common stockholders' equity (deficit) and cash flows for the year ended December 31, 1999. See Exhibit 99.1. Audited consolidated balance sheet of Flycast Communications Corporation as of December 31, 1999, and the related consolidated statements of operations, common stockholders' equity (deficit) and cash flows for the year ended December 31, 1999. See Exhibit 99.2. Unaudited Pro Forma condensed combined financial information of Registrant for the nine months ended April 30, 2000 and the twelve months ended July 31, 1999. See Exhibit 99.3. Item 7. Exhibits. ----------------------------------------------------------------- (c) Exhibits: -------- 23.1 Consent of KPMG LLP 23.2 Consent of KPMG LLP 99.1 Audited consolidated balance sheet of AdForce, Inc. as of December 31, 1999, and the related consolidated statements of operations, common stockholders' equity (deficit) and cash flows for the year ended December 31, 1999. 99.2 Audited consolidated balance sheet of Flycast Communications Corporation as of December 31, 1999, and the related consolidated statements of operations, common stockholders' equity(deficit) and cash flows for the year ended December 31, 1999. 99.3 Unaudited Pro Forma condensed combined financial information of Registrant for the nine months ended April 30, 2000 and the twelve months ended July 31, 1999. 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. Date: August 16, 2000 CMGI, Inc. ---------- (Registrant) By: /s/ Andrew J. Hajducky, III -------------------------------- Andrew J. Hajducky III Executive Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 23.1 Consent of KPMG LLP 23.2 Consent of KPMG LLP 99.1 Audited consolidated balance sheet of AdForce, Inc. as of December 31, 1999, and the related consolidated statements of operations, common stockholders' equity (deficit) and cash flows for the year ended December 31, 1999. 99.2 Audited consolidated balance sheet of Flycast Communications Corporation as of December 31, 1999, and the related consolidated statements of operations, common stockholders' equity (deficit) and cash flows for the year ended December 31, 1999. 99.3 Unaudited pro forma condensed combined financial information of registrant for the nine months ended April 30, 2000 and the twelve months ended July 31, 1999.