Under the Securities Exchange Act of 1934
CMGI, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
125750109
(CUSIP Number)
General Counsel
Compaq Computer Corporation
20555 State Highway 249
Houston, TX 77070
(281) 370-0670
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 2002
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(SC13D-07/99)
CUSIP 125750109
13D/A
Page 2 of 6
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Compaq Computer Corporation
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7)
SOLE VOTING POWER
NUMBER OF
-0-
SHARES
___________________________________
BENEFICIALLY
(8)
SHARED VOTING POWER
OWNED BY
34,558,812
REPORTING
___________________________________
PERSON
(9) SOLE DISPOSITIVE POWER
WITH
-0-
___________________________________
(10) SHARED DISPOSITIVE POWER
34,558,812
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,558,812
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Approximately 8.81%
(14) TYPE OF REPORTING PERSON
CO
CUSIP 125750109
13D/A
Page 3 of 6
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CPQ Holdings, Inc.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7)
SOLE VOTING POWER
NUMBER OF
-0-
SHARES
___________________________________
BENEFICIALLY
(8)
SHARED VOTING POWER
OWNED BY
34,558,812
REPORTING
___________________________________
PERSON
(9) SOLE DISPOSITIVE POWER
WITH
-0-
___________________________________
(10) SHARED DISPOSITIVE POWER
34,558,812
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,558,812
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Approximately 8.81%
(14) TYPE OF REPORTING PERSON
CO
CUSIP 125750109
13D/A
Page 4 of 6
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CPCG Holdings, Inc.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7)
SOLE VOTING POWER
NUMBER OF
-0-
SHARES
___________________________________
BENEFICIALLY
(8)
SHARED VOTING POWER
OWNED BY
34,558,812
REPORTING
___________________________________
PERSON
(9) SOLE DISPOSITIVE POWER
WITH
-0-
___________________________________
(10) SHARED DISPOSITIVE POWER
34,558,812
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,558,812
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Approximately 8.81%
(14) TYPE OF REPORTING PERSON
CO
CUSIP 125750109
13D/A
Page 5 of 6
Item 2. Identity and Background.
The first sentence of the second paragraph of Item 2(a) — (c) is hereby amended to read:
"Compaq Computer Corporation, as direct and indirect beneficial owner of 34,558,812 shares of common stock, par value $0.01, of CMGI."
Item 5. Interest in Securities of the Issuer.
Item 5 (a) & (b) is amended to read:
“As of the date hereof, Compaq Computer Corporation is the record holder of
4,445,056 shares of Common Stock of CMGI. CPQ Holdings, Inc., a wholly owned
subsidiary of Compaq Computer Corporation is the record holder of 30,052,522
shares of Common Stock of CMGI. CPCG Holdings, Inc., a wholly owned subsidiary
of Compaq Computer Corporation is the record holder of 61,234 shares of Common
Stock of CMGI. This number of shares represents 8.81% of the outstanding Common
Stock of CMGI. This percentage is based on the number of shares of CMGI Common
Stock reported by CMGI in its Form 10-Q for the quarter ending October 31, 2001, filed
with the Securities Securities and Exchange Commission on December 17, 2001, as being
outstanding as of December 13, 2001.”
CUSIP 125750109
13D/A
Page 6 of 6
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each such person certifies that the information set forth in this statement
is true, complete and correct.
COMPAQ COMPUTER CORPORATION
Date: February 4, 2002
By: /s/ Linda S. Auwers
Name: Linda S. Auwers
Title: Vice President, Deputy General Counsel and Secretary
CPQ HOLDINGS, INC.
By: /s/ Linda S. Auwers
Name: Linda S. Auwers
Title: Vice President and Secretary
CPCG HOLDINGS, INC.
By: /s/ C. Alexis Keene
Name: C. Alexis Keene
Title: Secretary