As filed with the Securities and Exchange Commission on December 14, 2001 Registration No. 333-57322 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CMGI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 04-2921333 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 100 Brickstone Square, Andover, Massachusetts 01810 (Address of Principal Executive Offices) (Zip Code) CMGI, Inc. Deferred Compensation Plan (Full Title of the Plan) DAVID S. WETHERELL Chairman of the Board and Chief Executive Officer CMGI, Inc. 100 Brickstone Square Andover, Massachusetts 01810 (Name and Address of Agent for Service) (978) 684-3600 (Telephone Number, Including Area Code, of Agent for Service) Copies to: WILLIAM WILLIAMS II, ESQ. Vice President and General Counsel CMGI, Inc. 100 Brickstone Square Andover, Massachusetts 01810
Explanatory Note: This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-57322) (the "Registration Statement") is being filed to deregister certain deferred compensation obligations of CMGI, Inc. (the "Company") that were registered pursuant to the Company's Deferred Compensation Plan (the "Plan"). The deferred compensation obligations were unfunded and unsecured general obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan. The Registration Statement registered an aggregate of $5,000,000 of deferred compensation obligations issuable under the Plan. The Plan has been terminated and all outstanding obligations under the Plan have been repaid and discharged. An aggregate of $1,505,657 was deferred by participants under the Plan. The Registration Statement is hereby amended to deregister an aggregate of $3,494,343 of the securities registered under the Registration Statement that remain unissued.
SIGNATURE Pursuant to Rule 478 promulgated under the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Andover, Commonwealth of Massachusetts on December 14, 2001. CMGI, INC. By: /s/ William Williams II ---------------------------------- William Williams II Vice President and General Counsel 2