As filed with the Securities and Exchange Commission on December 6, 1999 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- CMGI, INC. (Exact name of registrant as specified in its charter) --------------- Delaware 7331 04-2921333 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification Number) --------------- 100 Brickstone Square, Andover, Massachusetts 01810, (978) 684-3600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- David S. Wetherell Chairman of the Board, President and Chief Executive Officer CMGI, Inc. 100 Brickstone Square Andover, Massachusetts 01810 (978) 684-3600 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies to: Mark G. Borden, Esq. Gordon K. Davidson, Esq. Hale and Dorr LLP Mark A. Leahy, Esq. 60 State Street Fenwick & West LLP Boston, Massachusetts 02109 Two Palo Alto Square Telephone: (617) 526-6000 Palo Alto, California 94306 Telecopy: (617) 526-5000 Telephone: (650) 494-0600 Telecopy: (650) 494-1417 --------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and certain other conditions under the Merger Agreement are met or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] --------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Proposed Proposed maximum maximum aggregate Amount of Title of each class of securities to be Amount to be offering price offering registration registered registered(1) per share(2) price(2) fee(3) - ------------------------------------------------------------------------------------------------------ 6,573,670 Common stock, $.01 par value per share.... shares $149.3125 $981,531,102 $259,125 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Based upon the estimated maximum number of shares of common stock of the Registrant issuable in the merger described herein in respect of (a) outstanding AdForce common stock and (b) options and warrants to acquire AdForce common stock. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(f) under the Securities Act of 1933, as amended, and based upon the average of the high and low sale prices of the Registrant's common stock as reported on the Nasdaq National Market on December 1, 1999. (3) Pursuant to Rule 457(b) under the Securities Act, $128,744 of the registration fee was paid as of November 19, 1999 in connection with the filing of the preliminary proxy materials. --------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [ADFORCE LOGO APPEARS HERE] 10590 North Tantau Avenue Cupertino, California 95014 December 10, 1999 Dear Stockholders: We will hold a special meeting of our stockholders at the Santa Clara Marriott, 2700 Mission College Boulevard, Santa Clara, California on January 11, 2000 at 10:00 a.m., Pacific time. At the meeting, you will be asked to consider and vote upon a proposal to approve and adopt a merger agreement with CMGI, Inc. and approve a merger that will cause AdForce to become a wholly owned subsidiary of CMGI. You are entitled to receive in the merger 0.262 shares of CMGI's common stock for each share of AdForce common stock you own. Therefore, if you owned 1000 shares of AdForce common stock before the merger, you would be entitled to receive 262 shares of CMGI common stock after the merger. CMGI expects to issue approximately 5,254,016 shares of its common stock in the merger. CMGI common stock is quoted on the Nasdaq National Market under the symbol "CMGI." After careful consideration, your board of directors has unanimously approved this transaction and concluded that it is in the best interests of AdForce and its stockholders. Your board of directors unanimously recommends that you vote "FOR" this transaction. Attached is a notice of special meeting of stockholders and a proxy statement/prospectus relating to the merger. This document describes the merger in detail. We encourage you to read it carefully. The merger and an investment in CMGI stock involve risks. You should carefully consider the discussion in the section entitled "Risk Factors" on page 7 of this proxy statement/prospectus. We cordially invite you to attend the meeting. However, whether or not you plan to attend the meeting, please complete, sign and date the enclosed proxy and return it to us in the enclosed envelope. If you attend the meeting, you may vote in person if you wish, even though you have previously returned your proxy. YOUR VOTE IS VERY IMPORTANT. Do not send your stock certificates at this time. Sincerely, /s/ Charles W. Berger Charles W. Berger Chairman of the Board, President and Chief Executive Officer This proxy statement/prospectus is dated December 10, 1999 and was first mailed to stockholders on or about December 10, 1999. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this disclosure document. Any representation to the contrary is a criminal offense. Sources of Additional Information This proxy statement/prospectus incorporates important business and financial information about CMGI that is not included or delivered with this document. Such information is available without charge to AdForce stockholders upon written or oral request. Contact CMGI at 100 Brickstone Square, Andover, Massachusetts 01810, Attention: Catherine Taylor, Director of Investor Relations. CMGI's telephone number is (978) 684-3600. To obtain timely delivery of requested documents prior to the special meeting of AdForce stockholders, you must request them no later than January 4, 2000, which is five business days prior to the date of such meeting. Also see "Where You Can Find More Information" on page 95 of this proxy statement/prospectus. [ADFORCE LOGO APPEARS HERE] 10590 North Tantau Avenue Cupertino, California 95014 ---------------- NOTICE OF SPECIAL MEETING OF STOCKHOLDERS ---------------- To Our Stockholders: A special meeting of stockholders of AdForce, Inc. will be held at 10:00 a.m., Pacific time, on January 11, 2000, at the Santa Clara Marriott, 2700 Mission College Boulevard, Santa Clara, California, to consider and vote upon a proposal to approve and adopt a merger agreement with CMGI, Inc. and approve a merger that will cause AdForce to become a wholly owned subsidiary of CMGI. No other business will be considered at the meeting. This proposal is more fully described in the proxy statement/prospectus that accompanies this notice, which you should read carefully. We have fixed the close of business on December 2, 1999 as the record date for the determination of our stockholders entitled to vote at this meeting. Do not send your stock certificates at this time. By Order of the Board of Directors of AdForce, Inc. /s/ Rex S. Jackson Rex S. Jackson Vice President, General Counsel and Corporate Secretary Cupertino, California December 10, 1999 To assure that your shares are represented at the meeting, please complete, date and sign the enclosed proxy and mail it promptly in the postage-paid envelope provided, whether or not you plan to attend the meeting. You can revoke your proxy at any time before it is voted. [ADFORCE LOGO APPEARS HERE] [CMGI LOGO APPEARS HERE] CMGI, Inc. AdForce, Inc. 100 Brickstone Square 10590 North Tantau Avenue Andover, Massachusetts 01810 Cupertino, California 95014 Proxy Statement/Prospectus This proxy statement/prospectus is the prospectus of CMGI, Inc. with