UNITED STATES
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 26, 2005
CMGI, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-23262 | 04-2921333 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1100 Winter Street
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
(781) 663-5001
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) On August 26, 2005, Jonathan A. Kraft resigned from the Board of Directors of CMGI, Inc., citing the time required by his personal commitments and professional obligations with The Kraft Group as the reasons for his resignation, which is effective immediately. CMGI intends to appoint a replacement to the Board of Directors as soon as a suitable candidate is identified.
On September 1, 2005, CMGI issued a press release regarding Mr. Kraft’s resignation. The press release is incorporated herein by reference and filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) The following exhibit is filed with this report:
| Exhibit No. |
Description | |
| 99.1 | Press release of CMGI, Inc. dated September 1, 2005. |
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: September 1, 2005 | CMGI, INC. | |
| /s/ Thomas Oberdorf | ||
| By: Thomas Oberdorf | ||
| Title: Chief Financial Officer and Treasurer | ||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release of CMGI, Inc. dated September 1, 2005. |
EXHIBIT 99.1
CMGI Announces Change in Board of Directors
WALTHAM, MA, September 1, 2005 - CMGI, Inc. (NASDAQ:CMGI) announced today that Jonathan A. Kraft has resigned from the company’s Board of Directors. Mr. Kraft cited the time required by his personal commitments and professional obligations with the Kraft Group as the reasons for his resignation, which is effective immediately. CMGI intends to appoint a replacement to the Board of Directors as soon as a suitable candidate is identified.
“It has been a pleasure to serve on the CMGI Board of Directors,” said Mr. Kraft. “I believe that the Company has an extremely strong management team, the financial resources and experience to excel in the supply chain management market, and is positioned to grow shareholder value. I’m honored to have worked with my fellow directors and with management, through CMGI’s dramatic turnaround and re-positioning in the marketplace.”
“Jonathan has been a great asset to CMGI over the past four years,” said David S. Wetherell, Chairman of the Board of CMGI. “We have all benefited from his leadership and perspective, and we are a better company for his involvement and influence.”
“Jonathan’s reputation as an innovative business leader is well deserved,” said Joseph C. Lawler, CMGI’s President and Chief Executive Officer. “His past guidance is greatly appreciated, and although he is leaving the Board, I know that he stands ready as a great resource to the company.”
Mr. Kraft is President and Chief Operating Officer of The Kraft Group, a private holding company comprised of companies involved in the paper and packaging industries, sports and entertainment and private equity investing. In addition, Mr. Kraft is the Vice Chairman and President of the world champion New England Patriots. He is on the board of directors for several organizations, including the U.S. Soccer Federation and Children’s Hospital Trust. He is also on the board of trustees at Williams College, the Belmont Hill School and Park School.
About CMGI
CMGI, Inc. (Nasdaq: CMGI), through its subsidiary ModusLink, provides technology and product solutions that help businesses market, sell and distribute their products and services. In addition, CMGI’s venture capital affiliate, @Ventures, invests in a variety of technology ventures. For additional information see www.cmgi.com.
Contacts
Investors-Financial:
Tom Oberdorf
Chief Financial Officer
781-663-5012
ir@cmgi.com
Media:
Deborah Keeman
Vice President, Marketing
781-663-5191
Deb_Keeman@ModusLink.com