-----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, UNpfz32wFbKAugFqhi/dTHmNS2ljbxkFZjZIv9Q65e5ZY1OmrWN6947ZWKeEAAne 3ERdfOQ1p4Y5/ckm/upnpQ== 0001181431-04-039059.txt : 20040805 0001181431-04-039059.hdr.sgml : 20040805 20040805211654 ACCESSION NUMBER: 0001181431-04-039059 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040802 FILED AS OF DATE: 20040805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Adams Timothy M CENTRAL INDEX KEY: 0001298669 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23262 FILM NUMBER: 04956068 BUSINESS ADDRESS: BUSINESS PHONE: 781-329-7951 MAIL ADDRESS: STREET 1: 130 WILSONDALE STREET CITY: WESTWOOD STATE: MA ZIP: 02090 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CMGI INC CENTRAL INDEX KEY: 0000914712 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 042921333 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 425 MEDFORD STREET CITY: CHARLESTOWN STATE: MA ZIP: 02129 BUSINESS PHONE: 617 886-4500 MAIL ADDRESS: STREET 1: 425 MEDFORD STREET CITY: CHARLESTOWN STATE: MA ZIP: 02129 FORMER COMPANY: FORMER CONFORMED NAME: CMG INFORMATION SERVICES INC DATE OF NAME CHANGE: 19981007 3 1 rrd49608.xml FORM 3 (TIM ADAMS) X0202 3 2004-08-02 0 0000914712 CMGI INC CMGI 0001298669 Adams Timothy M 130 WILSONDALE STREET WESTWOOD MA 02090 0 0 1 0 Common Stock 167522 D Stock Option (right to buy) granted Nov. 5, 2002 0.45 2012-11-04 Common Stock 178690 D Stock Option (right to buy) granted Nov. 5, 2002 0.45 2012-11-04 Common Stock 178690 D Stock Option (right to buy) granted Nov. 5, 2002 0.45 2012-11-04 Common Stock 89345 D Option, when granted, vested as to (i) 25% on each of the first and second anniversary of the date of grant; (ii) 20% on each of the third and fourth anniversary of the date of grant; and (iii) 10% on the fifth anniversary of the date of grant. Effective August 2, 2004 (the date of the closing of the acquisition of Modus Media, Inc. by the issuer), one-third of the number of shares subject to the option that was not then vested became vested and exercisable. The number of shares subject to the option that will vest and become exercisable on each anniversary of the date of grant after August 2, 2004 will now be the number of shares that would otherwise have vested in accordance with the above-stated schedule, reduced by one-third. The shares subject to the option that are or become vested on or after August 2, 2004 shall be exercisable once vested. The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock. Thomas B. Rosedale (pursuant to power of attorney) 2004-08-03 EX-24. 2 rrd40855_46017.htm POWER OF ATTORNEY (TIM ADAMS) rrd40855_46017.html
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

	Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette
and Thomas Rosedale, signing singly and each acting individually, as the
undersigned's true and lawful attorney-in-fact with full power and authority as
hereinafter described to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as member of a group that is a 10% stockholder of CMGI, Inc. (the "Company"), Forms
3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act");
(2)	do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare,
complete and execute any amendment or amendments thereto, and timely deliver and file such
form with the United States Securities and Exchange Commission and any stock exchange
or similar authority;
(3)	seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, and the undersigned
hereby authorizes any such person to release any such information to such
attorney-in-fact and approves and ratifies any such release of information; and
(4)	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.
	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney- in- fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving,
any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.
The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact
assume (i) any liability for the undersigned's responsibility to comply with the requirement of
the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.
	This Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4, and 5 in the undersigned's capacity as member of a
group that is a 10% stockholder of the Company with respect to the undersigned's holdings
of and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23rd day of July, 2004.




					/s/ Timothy M. Adams
					---------------------
					Timothy M. Adams



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