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): July 21, 2006
CMGI, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-23262 | 04-2921333 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (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:
| ¨ | 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 July 21, 2006, David S. Wetherell, Chairman of the Board of Directors of CMGI, Inc. (the “Company”), notified the Company of his resignation from the Board of Directors of the Company, effective August 31, 2006. There were no disagreements between the Company and Mr. Wetherell, who informed the Board that he was resigning to devote more time to other business interests. The Board of Directors has elected Joseph C. Lawler as Chairman of the Company, in addition to his current positions as President and Chief Executive Officer, effective August 31, 2006.
A press release dated July 27, 2006 announcing Mr. Wetherell’s resignation and Mr. Lawler’s election is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | ||
| 99.1 | Press Release of the Registrant, dated July 27, 2006. | |
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.
| CMGI, Inc. | ||||||
| Date: | July 27, 2006 | |||||
| By: | /s/ Peter L. Gray | |||||
| Peter L. Gray | ||||||
| Executive Vice President and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of the Registrant, dated July 27, 2006. |
Exhibit 99.1
Joseph C. Lawler to succeed David S. Wetherell as Chairman of CMGI
WALTHAM, MA, July 27, 2006 - CMGI, Inc. (NASDAQ:CMGI) announced today that the Board of Directors has elected Joseph C. Lawler as Chairman of the company, in addition to his current position as President and Chief Executive Officer, effective August 31, 2006. Mr. Lawler will replace David S. Wetherell, Chairman of the Board, who has resigned from the Board, effective August 31, 2006. Mr. Wetherell cited the time required by his other business interests as the reason for his resignation. The resignation will leave CMGI with seven directors, six of whom are independent.
“Dave Wetherell has been a great asset to CMGI over the past twenty years,” said Joseph Lawler. “His visionary leadership over the years established CMGI as an early leader in the Internet age and more recently supported its growth to become a global provider of supply chain management services. The entire Board of Directors joins me in thanking Dave for his invaluable contributions to our company.”
“I applaud the efforts of Joe Lawler and his management team in building ModusLink into the premier global supply chain management firm servicing the technology industry,” said David Wetherell. “In addition, it is gratifying to see the priority that has been placed on investing in clean energy technologies through @Ventures, as I believe it presents an excellent opportunity to both optimize the return on investment for CMGI shareholders and improve the human condition.”
Mr. Wetherell added, “It has been a pleasure and an honor to work with Joe Lawler, the Board and the rest of the management team, and I wish them success in their endeavors.”
About CMGI
CMGI, Inc. (Nasdaq: CMGI), through its subsidiary ModusLink, provides industry-leading global supply chain management services and solutions that help businesses market, sell and distribute their products around the world. In addition, CMGI’s venture capital business, @Ventures, invests in a variety of technology ventures. For additional information, see www.cmgi.com.
Contacts
Investors-Financial:
David J. Riley
Interim Chief Financial Officer
781-663-5012
ir@cmgi.com
Media:
Bob Joyce
Financial Dynamics
617-747-3620
bjoyce@fd-us.com