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): April 3, 2007
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b), (c), (e)
On April 5, 2007, CMGI, Inc. (“CMGI”) announced that it had appointed Steven G. Crane as Chief Financial Officer of CMGI. Mr. Crane is expected to commence employment on April 24, 2007. In connection therewith, CMGI and Mr. Crane executed an employment offer letter on April 4, 2007 (the “Offer Letter”), which provides for the employment of Mr. Crane at an annual salary of $375,000, which salary shall increase to $400,000 in November 2007. Mr. Crane is also eligible for an annual cash bonus under CMGI’s FY2008 Executive Management Incentive Plan (which will be established by the Compensation Committee), with a target bonus equal to 60% of his annual salary. Mr. Crane’s bonus for fiscal year 2007 will be guaranteed at $225,000. Pursuant to the Offer Letter, on his first day of employment, Mr. Crane will be granted an option to purchase 650,000 shares of CMGI’s common stock at an exercise price equal to the closing price of the common stock as reported on Nasdaq on the date of grant. Such option will have a seven-year term and will vest 25% of the total number of shares subject to the option on the first anniversary of the grant date and 1/48th of the shares subject to the option on each monthly anniversary date of the grant date starting on the 13th monthly anniversary date. In addition, on his first day of employment, Mr. Crane will be awarded 350,000 shares of CMGI’s common stock. Such restricted shares will be subject to forfeiture provisions which will lapse as to 33 1/3% of the total number of shares subject to the grant on each of the first three anniversaries of the grant date. In connection with the grants of stock options and restricted stock, Mr. Crane and CMGI will also enter into an agreement containing non-competition covenants in favor of CMGI during Mr. Crane’s employment and for twelve months thereafter.
The Offer Letter also provides that in the event that (A) his employment is terminated by CMGI for a reason other than for Cause (as defined), then CMGI will pay Mr. Crane his then-current annual base salary for the twelve month period following his termination, and (B) his employment is terminated by CMGI for a reason other than for Cause within twelve months following a Change of Control (as defined), then CMGI will pay Mr. Crane his then-current annual base salary for the twelve month period following his termination plus his target bonus. Payment of any severance benefits is conditional upon Mr. Crane executing a general release in favor of CMGI.
Mr. Crane, 50, has served as President of FT Interactive Data Corporation, a subsidiary of Interactive Data Corporation, from June 2006 to the present. From November 1999 until June 2006, Mr. Crane served as Executive Vice President and Chief Financial Officer of Interactive Data Corporation.
There is no arrangement or understanding between Mr. Crane and any other person pursuant to which he was selected as Chief Financial Officer of CMGI. There have been no transactions and are no currently proposed transactions to which CMGI or any of its subsidiaries was or is a party in which Mr. Crane has a material interest, which are required to be disclosed under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Crane and any director or other executive officer of CMGI.
On April 5, 2007, CMGI also announced that it had appointed David J. Riley as Executive Vice President, Corporate Development of CMGI effective April 24, 2007. Mr. Riley will cease serving as Interim Chief Financial Officer at such time. In connection with Mr. Riley’s new position, CMGI and Mr. Riley executed a letter agreement, dated April 3, 2007 (the “Letter Agreement”), which provides for the employment of Mr. Riley as Executive Vice President, Corporate Development of CMGI at an annual salary of $230,000. Mr. Riley continues to be eligible for an annual cash bonus under CMGI’s FY2007 Executive Management Incentive Plan with a target bonus equal to 50% of his annual salary. Mr. Riley will also be provided a monthly car allowance in the amount of $750. In addition, on April 13, 2007, Mr. Riley will receive a cash bonus of $100,000 and an award of 100,000 shares of restricted common stock of CMGI. Such restricted shares will be subject to forfeiture provisions which will lapse as to 33 1/3% of the total number of shares subject to the grant on each of the first three anniversaries of the grant date. Mr. Riley will also continue to be eligible to receive annual equity grants, with a target grant in calendar 2007 of an option to purchase 200,000 shares of CMGI’s common stock and participation in CMGI’s FY2007 Performance-Based Restricted Stock Bonus Plan with a target award of 90,000 shares of restricted stock if CMGI meets certain financial goals in fiscal 2007.
The Letter Agreement also provides that in the event that his employment is terminated by CMGI for a reason other than for Cause (as defined), then CMGI will pay Mr. Riley his then-current annual base salary for the twelve month period following his termination.
Mr. Riley served as a member of CMGI’s finance staff since 2000, including as Director of Finance from 2000 to 2002 and as Vice President, Finance from 2002 to March 2006. From March 2006 to June 2006, Mr. Riley served CMGI as Special Assistant to the Chief Executive Officer and from June 2006 to present, Mr. Riley has served as Interim Chief Financial Officer.
There is no arrangement or understanding between Mr. Riley and any other person pursuant to which he was selected as Executive Vice President, Corporate Development of CMGI. There have been no transactions and are no currently proposed transactions to which CMGI or any of its subsidiaries was or is a party in which Mr. Riley has a material interest, which are required to be disclosed under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Riley and any director or other executive officer of CMGI.
The foregoing descriptions are subject to, and qualified in their entirety by, the Offer Letter and the Letter Agreement filed as exhibits hereto and incorporated herein by reference.
A press release dated April 5, 2007 announcing Mr. Crane’s and Mr. Riley’s appointments is attached as Exhibit 99.3 to this current report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | The exhibits listed in the Exhibit Index immediately preceding such exhibits are filed with this report. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, CMGI has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CMGI, Inc. | ||||||||
| By: | /s/ Peter L. Gray |
|||||||
| Date: April 5, 2007 | Peter L. Gray | |||||||
| Executive Vice President and General Counsel | ||||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Employment Offer Letter from CMGI to Steven G. Crane, dated March 15, 2007. | |
| 99.2 | Letter Agreement between CMGI and David J. Riley, dated April 3, 2007. | |
| 99.3 | Press Release of CMGI, dated April 5, 2007. | |
Exhibit 99.1
James J. Herb
Senior Vice President, Human Resources
1100 Winter Street, Suite 4600
Waltham, MA 02451
tel 781-663-5079
fax 781-663-5095
Via Federal Express
March 15, 2007
Mr. Steven G. Crane
Dear Steve:
It is a distinct pleasure to offer you the position of Chief Financial Officer of CMGI, Inc. (“CMGI” or the “Company”), effective on your first date of employment with the Company. In this capacity you will report to Joseph C. Lawler, Chairman, President and Chief Executive Officer of CMGI.
Your annualized base salary initially will be $375,000, paid bi-weekly. This amount will be increased to $400,000 for the pay cycle beginning closest to November 1, 2007 (assuming you remain employed by the Company at that time). You will also receive a guaranteed bonus for fiscal year 2007 of $225,000, which will be paid at the same time as bonuses are paid to other Executive Leadership Team members, in approximately October 2007. For fiscal year 2008, commencing August 1, 2007, you will participate in the Company’s FY2008 Executive Management Incentive Plan (which will be established by the Compensation Committee) with a target bonus of 60% of your base salary. The actual bonus payment you receive for fiscal 2008 will be subject to the terms and conditions of the plan, which will provide for payouts that range from 0% to 200% of target. All salary and bonus payments are subject to normal deductions and withholdings.
In addition, on your start date, you will be granted an option to purchase 650,000 shares of CMGI common stock under CMGI’s 2004 Stock Incentive Plan (the “Plan”). This option will be priced at the closing price of CMGI’s common stock (during normal trading hours) on the date of grant. Provided you remain employed by the Company on each vesting date, the vesting schedule of the option shall be as follows: 25% of the shares underlying the option shall vest and become exercisable on the first anniversary of the date of grant and 1/48th of the shares underlying the option shall vest and become exercisable on each monthly anniversary date of the date of grant starting on the 13th monthly anniversary date of the date of grant, so that the option becomes fully vested and exercisable on the fourth anniversary of the date of grant. The option shall have a seven (7) year term.
Mr. Steven G. Crane
Page 2
March 15, 2007
On your start date, you will also be awarded 350,000 shares of restricted common stock of CMGI. This award will be made pursuant to the 2000 Stock Incentive Plan. Provided you remain employed by the Company on each vesting date, the restrictions with respect to the restricted stock award will lapse in three equal annual installments (each with respect to 33.33% of the award), on each of the first three anniversary dates of your start date. The Company encourages you to promptly speak with your own tax or legal advisor with respect to the tax effect and any filings that you may want to make with the Internal Revenue Service in connection with this restricted stock award.
The option and the restricted stock award described above will each be subject to all terms, limitations, restrictions and termination provisions set forth in the referenced plans and in the separate option and restricted stock agreements (which will be based upon the Company’s standard forms of option and restricted stock agreement) that will be executed to evidence the grant of such option and award of restricted stock. You will also be required to execute the Company’s standard form of Non-Competition Agreement as a condition of CMGI granting you an option to purchase CMGI common stock, awarding you shares of CMGI restricted stock and your employment with the Company. Additionally, as a condition of employment with the Company, you will be required to execute the Company’s standard form of Non-Disclosure and Developments Agreement.
You will also be eligible to receive annual equity grants in 2007. In particular, the Company typically makes an annual equity grant following the release of full year results each year and you will be eligible to participate with a targeted grant of an option to purchase 200,000 shares of common stock. In addition, as a senior executive of the Company you will be a participant in the Company’s FY2007 Performance-Based Restricted Stock Bonus Plan. Under this plan, if the Company meets certain financial goals in fiscal 2007, participants will receive a pre-determined number of shares of restricted stock, and you will receive 90,000 shares of restricted stock. If the financial goals are not met, no awards will be made under this plan.
In addition, during the course of your employment you will be provided a monthly car allowance in the amount of $1,000, which will be treated for tax purposes as additional compensation to you. As an employee of the Company, you also will be entitled to vacation in accordance with the Company’s vacation policies and will participate in any and all benefit programs, other than any severance arrangement, that the Company establishes and makes generally available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. Details of the benefits offered will be reviewed with you in orientation on your first day of employment.
Mr. Steven G. Crane
Page 3
March 15, 2007
You will be an employee at will, meaning that either you, or the Company, may terminate your employment at any time and for any or no reason, with or without notice. Should the Company terminate your employment without Cause (as defined below) you will be
entitled to receive 12 months base salary. Payment of this amount would be made in accordance with the Company’s regular pay periods, for the 12 month period following your date of termination.
In addition, in the event that during your employment with the Company, the Company undergoes a Change in Control (as defined below), and within one year after the Change in Control your employment is terminated by the Company, other than for Cause, you will be entitled to receive 12 months base salary plus your target bonus. Payment of these amounts would be made in accordance with the Company’s regular pay periods, for the 12 month period following your date of termination, including prorated installments of your bonus.
Any payment of severance benefits will be conditioned upon your execution of the Company’s standard form of general release. For the purposes of these arrangements, which will be included in an Executive Severance Agreement, “Cause” shall mean a good faith finding by the Company of: (i) gross negligence or willful misconduct by you in connection with your employment duties, (ii) failure by you to perform your duties or responsibilities required pursuant to your employment, after written notice and an opportunity to cure, (iii) misappropriation by you of the assets or business opportunities of the Company or its affiliates, (iv) embezzlement or other financial fraud committed by you, (v) a breach by you of any representations or warranties included in this offer letter, (vi) you knowingly allowing any third party to commit any of the acts described in any of the preceding clauses (iii), (iv) or (v), or (vii) your indictment for, conviction of, or entry of a plea of no contest with respect to, any felony; and “Change in Control” shall mean the first to occur of any of the following: (a) any “person” or “group” (as defined in the Securities Exchange Act of 1934) becomes the beneficial owner of a majority of the combined voting power of the then outstanding voting securities with respect to the election of the Board of Directors of the Company; (b) any merger, consolidation or similar transaction involving the Company, other than a transaction in which the stockholders of the Company immediately prior to the transaction hold immediately thereafter in the same proportion as immediately prior to the transaction not less than 50% of the combined voting power of the then voting securities with respect to the election of the Board of Directors of the resulting entity; or (c) any sale of all or substantially all of the assets of the Company.
You represent and warrant that (i) you have advised the Company in writing of any agreement relating to non-competition, non-solicitation or confidentiality between you and your previous employer, (ii) you are not a party to or bound by any other employment agreement, non-compete agreement or confidentiality agreement with any other person or entity which would be violated by your acceptance of this position or
Mr. Steven G. Crane
Page 4
March 15, 2007
which would interfere in any material respect with the performance of your duties with the Company and (iii) you will not use any confidential information or trade secrets of any person or party other than the Company in connection with the performance of your duties with the Company.
In accordance with current federal law, you will be asked to provide documentation proving your eligibility to work in the United States. Please review the enclosed Employment Eligibility Verification Form (Form I-9) and the list of acceptable documents that are required. You must bring this on your first day of employment. If you fail to bring proper documentation with you on your first day of work, you will be asked to go home to collect your paperwork. Unfortunately, there can be no exceptions. If you do not bring proper documentation, you will be considered ineligible for employment and the Company will not add you to its payroll until the required I-9 documentation is received. Additionally, this offer is contingent upon you successfully completing the Company’s drug screen. We will provide you the details necessary to complete such testing.
Please confirm your acceptance of this position by signing one copy of this letter and returning it to me. A mutually agreeable start date will be determined by you and the Company at a future time. Please complete, sign and return the enclosed Massachusetts Tax Form, W-4, Direct Deposit Form (if you would like to have your pay check directly deposited to a bank account), the Company’s Code of Conduct, and both non-disclosure, non-competition agreements that are enclosed. Also enclosed is a copy of CMGI’s Policy on Trading of Securities and Public Disclosures for your review.
If you choose to fax the documents, please fax a copy of your signed offer letter and all the enclosed documents to 781-663-5095 and bring the originals with you on your first day. If you wish to overnight the original documents, please mail one copy of your signed offer letter and the entire enclosed package to ModusLink Corporation, 1100 Winter Street, Suite 4600, Waltham, MA 02451, attention: James J. Herb.
This offer letter constitutes the entire agreement between you and the Company and supersedes all prior offers, both oral and written. This offer automatically expires as of the close of business (5:00 p.m., Boston time) on April 6, 2007. This offer supersedes all prior offers, both verbal and written. This letter does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee for any set amount of time. The Company considers the terms of this offer letter to be confidential and requests that you treat it as such.
Mr. Steven G. Crane
Page 5
March 15, 2007
Steve, we are very pleased by the prospect of your addition to our team, and we are confident that you will make a significant contribution to our future success!
Sincerely,
/s/ James J. Herb
James J. Herb
Senior Vice President, Human Resources
Agreed and accepted:
| /s/ Steven G. Crane |
4/4/07 |
|||||
| Steven G. Crane | Date |
Exhibit 99.2
Joseph C. Lawler
Chairman, President &
Chief Executive Officer
1100 Winter Street, Suite 4600
Waltham, MA 02451
jlawler@cmgi.com
tel 781-663-5017
fax 781-663-5045
Via Hand Delivery
April 3, 2007
Mr. David J. Riley
c/o CMGI, Inc.
1100 Winter Street, Suite 4600
Waltham, MA 02451
Dear David:
Congratulations on your taking on your new role as Executive Vice President, Corporate Development of CMGI, Inc. (“CMGI” or the “Company”). This appointment will be effective when CMGI’s new Chief Financial Officer commences employment. In this capacity, you will continue to report to me with a dotted line to the Company’s new Chief Financial Officer, and will continue to be a member of the Executive Leadership Team (“ELT”).
In this role, you will be responsible for the development of CMGI’s overall corporate development activities including mergers and acquisitions, as well as strategic alliances. You will be responsible for identification, analysis and recommendations concerning development opportunities and as necessary you will present your findings and recommendations to the ELT and the Board of Directors. You will lead negotiations affecting M&A activities when directed to do so by me, and you will collaborate with the Chief Financial Officer and other ELT members to effectively execute strategic opportunities to drive attractive growth. I expect that you will play a central role in the evaluation of synergies that can be achieved with any acquisition and where required you will play a key role in integration activities.
This letter will serve to memorialize certain changes to your compensation arrangements with the Company. Effective April 1, 2007, your annualized base salary will be $230,000. You will also continue to be eligible to receive a bonus for fiscal year 2007 based on a target annualized bonus equal to 50% of your base salary earned during fiscal 2007. The actual bonus payment you receive will be based on CMGI’s successful satisfaction of fiscal year 2007 business objectives pursuant to the terms and conditions of the CMGI FY2007 Executive Management Incentive Plan. You will also be provided a monthly car allowance in the amount of $750, which will be treated for tax purposes as additional compensation to you. In addition, on April 13, 2007, you will receive a cash bonus of $100,000.
Mr. David J. Riley
Page Two
April 3, 2007
On April 13, 2007, you will be awarded 100,000 shares of restricted common stock of CMGI. This award will be made pursuant to the 2000 Stock Incentive Plan. Provided you remain employed by the Company on each vesting date, the restrictions with respect to the restricted stock award will lapse in three equal annual installments (each with respect to 33.33% of the award), on each of the first three anniversary dates of the award date. The Company encourages you to promptly speak with your own tax or legal advisor with respect to the tax effect and any filings that you may want to make with the Internal Revenue Service in connection with this restricted stock award.
The restricted stock award will be subject to all terms, limitations, restrictions and termination provisions set forth in the referenced plan and in the restricted stock agreement (which will be based upon the Company’s standard form of restricted stock agreement) that will be executed to evidence the award of restricted stock. You will also be required to execute the Company’s standard form of Non-Competition Agreement as a condition of CMGI awarding you shares of CMGI restricted stock.
You will also continue to be eligible to receive annual equity grants in 2007. The Company typically makes an annual equity grant following the release of full year results each year and you will be eligible to participate with a targeted grant of an option to purchase 200,000 shares of common stock. In addition, as a senior executive of the Company you will be a participant in the Company’s FY2007 Performance-Based Restricted Stock Bonus Plan. Under this plan, if the Company meets certain financial goals in fiscal 2007, participants will receive a pre-determined number of shares of restricted stock, and you will receive 90,000 shares of restricted stock. If the financial goals are not met, no awards will be made under this plan.
You will continue to be an employee at will, meaning that either you, or the Company, may terminate your employment at any time and for any or no reason, with or without notice. Should the Company terminate your employment without Cause (as defined below) you will be entitled to receive 12 months base salary. Payment of this amount would be made in accordance with the Company’s regular pay periods, for the 12 month period following your date of termination.
Any payment of severance benefits will be conditioned upon your execution of the Company’s standard form of general release. For the purpose of this arrangement, which will be included in an Executive Severance Agreement, “Cause” shall mean a good faith finding by the Company of: (i) gross negligence or willful misconduct by you in connection with your employment duties, (ii) failure by you to perform your duties or
Mr. David J. Riley
Page Three
April 3, 2007
responsibilities required pursuant to your employment, after written notice and an opportunity to cure, (iii) misappropriation by you of the assets or business opportunities of the Company or its affiliates, (iv) embezzlement or other financial fraud committed by you, (v) a breach by you of any representations or warranties made to the Company, (vi) you knowingly allowing any third party to commit any of the acts described in any of the preceding clauses (iii), (iv) or (v), or (vii) your indictment for, conviction of, or entry of a plea of no contest with respect to, any felony.
David, I look forward to working with you in this new role.
Sincerely,
| /s/ Joseph C. Lawler |
| Joseph C. Lawler |
| Chairman, President and Chief Executive Officer |
Agreed and accepted:
| /s/ David J. Riley |
4/3/07 |
|||||
| David J. Riley |
Date |
Exhibit 99.3
PRESS RELEASE
CMGI Names Steven G. Crane as Chief Financial Officer
Company appoints David Riley Executive Vice President, Corporate Development
WALTHAM, Mass.— April 5, 2007 —CMGI, Inc. (NASDAQ:CMGI) today announced that Steven G. Crane has been appointed Chief Financial Officer of the Company, effective April 24, 2007. Mr. Crane brings more than two decades of global financial management and executive leadership experience to the position and will be responsible for all aspects of the financial management of CMGI, as well as CMGI’s subsidiary, ModusLink Corporation.
Mr. Crane joins CMGI from Interactive Data Corporation (NYSE: IDC), a provider of financial market data, analytics, and related services, where he served as President and Director of Interactive Data’s FT Interactive Data division. He was previously Chief Financial Officer of Interactive Data for seven years, leading the company’s worldwide finance group. During Mr. Crane’s tenure, he managed multiple acquisitions, development of Interactive Data’s financial reporting processes and infrastructure, investor relations and Sarbanes-Oxley compliance, among other responsibilities; supporting Interactive Data’s significant improvement in operational and financial performance. Prior to working with Interactive Data, Mr. Crane held senior leadership and financial executive positions at companies such as Pepsi-Cola International, Chase Manhattan Bank and Square D Company. During his tenure at Pepsi-Cola International, Mr. Crane worked as CFO of a Hong Kong-based division, leading financial management within parts of Asia, the Middle East and other regions.
“I am very pleased that Steve has joined CMGI as our Chief Financial Officer,” said Joseph C. Lawler, Chairman, President and Chief Executive Officer of CMGI. “He joins us at an important time as CMGI continues to invest in its business to strengthen its global operations and position itself for growth. Steve’s impressive blend of global financial management expertise and executive leadership capabilities will make him an invaluable asset to both our ModusLink and @Ventures businesses.”
“CMGI has done a tremendous job of transforming its core business into a truly global provider of supply chain services,” said Steven Crane. “As more companies outsource critical components of their supply chain to gain efficiency, CMGI is well positioned to create value for its clients and shareholders. I am looking forward to helping the company further develop its business worldwide.”
With the addition of Mr. Crane, Interim Chief Financial Officer, David Riley, has been appointed Executive Vice President, Corporate Development, leading the company’s activities in mergers and acquisitions and strategic alliances. Mr. Riley joined CMGI in 2000 as Director of Finance, and has advanced through the finance department, serving as Vice President, Finance and Special Assistant to the CEO prior to becoming Interim Chief Financial Officer in June 2006.
“I am looking forward to continuing to work with David as he helps us drive CMGI forward,” continued Lawler. “I personally thank David for his multiple and significant contributions as Interim Chief Financial Officer these past months.”
# # #
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, visit: www.cmgi.com.
This release contains forward-looking statements, which address a variety of subjects including, for example, CMGI’s prospects for growth and future performance. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: CMGI’s success depends on its ability to execute on its business strategy and the continued and increased demand for and market acceptance of its products and services; CMGI may not be able to expand its operations in accordance with its business strategy; CMGI may experience difficulties integrating technologies, operations and personnel in accordance with its business strategy; CMGI derives a significant portion of its revenue from a small number of customers and the loss of any of those customers would significantly damage its financial condition and results of operations; and increased competition and technological changes in the markets in which CMGI competes. For a detailed discussion of cautionary statements that may affect CMGI’s future results of operations and financial results, please refer to CMGI’s filings with the Securities and Exchange Commission, including CMGI’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Forward-looking statements represent management’s current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.
Contacts
Investors-Financial:
Pat Sturdevant
781-663-5012
ir@cmgi.com
Media:
Christine Pothier
Marketing Communications Manager
781-663-5080
Christine Pothier@moduslink.com