THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. Subject to completion, preliminary

The information in this prospectus dated August 22, 2000 Prospectus 10,810,911 SHARES COMMON STOCK CMGI, INC. 100 Brickstone Square Andover, Massachusetts 01810 (978) 684-3600 ------------------------------------is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus ~~registers for resale by~~is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the ~~former stockholders~~offer or sale is not permitted.

Shares of ~~Tallan, Inc.~~our common stock, par value $0.01 per share;

Shares of our preferred stock, par value $0.01 per share;

Warrants to purchase any of the other securities that may be sold under this prospectus;

Our debt securities, in one or more series, which may be senior debt securities or subordinated debt securities, in each case consisting of notes or other unsecured evidences of indebtedness; or

Any combination of these securities.

A selling stockholder may also offer shares of our common stock from time to time in connection with this offering. The securities we and/or a selling stockholder offer will have an aggregate public offering price of up to $100.0 million. We or the selling stockholder, if applicable, will provide specific terms of any offering, including the price of the securities to the public, in supplements to this prospectus. These securities may be offered separately or together in any combination and as separate series. You should read this prospectus and any applicable prospectus supplement and free writing prospectus carefully before you invest in our securities.

We and/or a selling stockholder may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”. We and/or a selling stockholder, as applicable, reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds and the net proceeds of any selling stockholder, if applicable, from the sale of securities also will be set forth in the applicable prospectus supplement. The prospectus supplement will also contain more specific information about the offering.

Our common stock is listed on The NASDAQ Global Select Market under the symbol “MLNK.” On February 26, 2015, the last reported sale price of our common stock on The NASDAQ Global Select Market was $3.75 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or

disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any

In this prospectus, except as otherwise indicated, the words “ModusLink Global Solutions” or the “Registrant” refer to ModusLink Global Solutions, Inc. and the words “the Company,” “we,” “us,” “our” and “ours” refer to ModusLink Global Solutions, Inc. together with its consolidated subsidiaries. In this prospectus, references to “common stock,” “preferred stock,” “debt securities” and “warrants” are to the common stock and preferred stock of ModusLink Global Solutions, and warrants or debt securities issued by ModusLink Global Solutions. References in this prospectus to “fiscal year” or “fiscal” refer to our financial reporting years ending on July 31 in the applicable calendar year.

You should rely only on information contained or incorporated by reference in this prospectus. Neither we nor the selling stockholder have authorized any person to provide you with information that differs from what is contained or incorporated by reference in this prospectus. If any person does provide you with information that differs from what is contained or incorporated by reference in this prospectus, you should not rely on it. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates, or an offer or solicitation in any jurisdiction where offers or sales are not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, even though this prospectus may be delivered or shares may be sold under this prospectus on a later date. Our business, financial condition, results of operation and prospects may have changed since those dates.

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under the shelf registration process, we may ~~issue upon repayment of certain promissory notes. The consideration paid~~from time to time, offer and sell to the former stockholders of Tallan, Inc. for our purchase of a controlling interest in Tallan, Inc. on March 31, 2000, included three promissory notes. One note, in the principal amount of $241,794,649.00, matures on September 30, 2000 and two notes, in the aggregate principal amount of $135,101,879.00, mature on December 31, 2000. Each promissory note allows us to extend the maturity date by up to 30 days. We have the option, on or before the maturity of the notes, of paying somepublic any or all of the ~~principal and interest owed on the notes in our common stock. We put these notes in escrow on behalf of the former Tallan, Inc. stockholders, pending payment on or before maturity and,~~securities in the ~~case of~~registration statement in one ofor more offerings and the ~~notes maturing on December 31, 2000 in the principal amount of $50,000,000.00, pending the resolution of indemnification claims, if any. We will value the~~selling stockholder may from time to time offer and sell shares of our common stock ~~to be issued upon payment~~in one or more offerings.

This prospectus provides you with a general description of the ~~notes based upon~~securities we and/or the ~~average~~selling stockholder may offer. Each time securities are offered, we or the selling stockholder, if applicable, will provide a prospectus supplement that will describe the specific amounts, prices, and terms of the ~~closing price per share of our common stock, as reported on~~securities we or the ~~Nasdaq National Market (the "Nasdaq"), on~~selling stockholder offer. The prospectus supplement will contain more specific information about the five consecutive trading days immediately preceding the third trading day prior to the date of repayment of the respective note. Our common stock is traded on the Nasdaq under the ticker symbol "CMGI." On August 11, 2000, the last reported sales price of the common stock was $36.44 per share.offering. The ~~selling stockholders identified~~prospectus supplement also may add, update, or change information contained in this prospectus. This prospectus, or their pledgees, donees, transferees or other successors- in-interest, may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. More detailedtogether with applicable prospectus supplements, includes all material information concerning the distribution of the shares is contained in the section of this prospectus entitled "Plan of Distribution" which begins on page 16. We will not receive any proceeds from the sale of the shares. The selling stockholders will pay all brokerage fees and commissions and similar sale-related expenses. We are paying expenses relating to this offering. If there is any inconsistency between the registration of the shares with the Securities and Exchange Commission. We urge you to read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision. ------------------------------------ THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------------------ INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 1. ------------------------------------ This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. TABLE OF CONTENTS Page RISK FACTORS ..............................................................1 INFORMATION REGARDING FORWARD-LOOKING STATEMENTS...........................8 ABOUT THIS PROSPECTUS......................................................9 DESCRIPTION OF CAPITAL STOCK...............................................9 USE OF PROCEEDS...........................................................14 THE SELLING STOCKHOLDERS..................................................14 PLAN OF DISTRIBUTION......................................................16 LEGAL MATTERS.............................................................18 EXPERTS .................................................................18 WHERE YOU CAN FIND MORE INFORMATION ABOUT US..............................20 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................21 PART II ...............................................................II-1 SIGNATURES..............................................................II-5 POWER OF ATTORNEY.......................................................II-5 EXHIBIT INDEX...........................................................II-6 RISK FACTORS An investment in our securities is extremely risky. This section describes risks involved in purchasing our securities. Before you invest in our securities, you should consider carefully the following risks, in addition to the other information ~~presented~~ in this prospectus and the ~~other~~information in the accompanying prospectus supplement, you should rely on the information in the prospectus supplement. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under the section entitled “Incorporation of Certain Documents by Reference.”

We and/or the selling stockholder may sell the securities to or through underwriters, dealers, or agents or directly to purchasers. We and our agents and the selling stockholder reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. A prospectus supplement, which we or the selling stockholder, if applicable, will provide each time securities are offered, will provide the names of any underwriters, dealers or agents involved in the sale of the securities, and any applicable fee, commission, or discount arrangements with them.

Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. Some of the statements in this document and any documents incorporated by reference ~~into this prospectus, in evaluating us and our business. Any~~constitute “forward-looking statements” within the meaning of Section 21E of the ~~following~~Exchange Act. These statements relate to future events or our future financial performance and involve known and unknown risks, ~~could seriously harm~~uncertainties and other factors that may cause our businesses or our industries’ actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements include statements about our plans, strategies, prospects, changes, outlook; competition and trends in our business and ~~financial results and cause~~ the value of our securities to decline, which in turn could cause you to lose all or part of your investment. RISKS PARTICULAR TO CMGI WE MAY NOT HAVE OPERATING INCOME OR NET INCOME IN THE FUTURE. During the fiscal year ended July 31, 1999 and for the nine months ended April 30, 2000, we had an operating loss of approximately $127 million and $1.4 billion, respectively. We anticipate continuing to incur significant operating expenses in the future, including significant costs of revenues and selling, general and administrative and amortization expenses. As a result, we expect to continue to incur operating losses and may not have enough money to grow our business in the future. We cannot assure you that we will achieve profitability or be capable of sustaining profitable operations. WE MAY HAVE PROBLEMS RAISING MONEY WE NEED IN THE FUTURE. In recent years, we have financed our operating losses in part with profits from selling some of the stock of companiesmarkets in which we ~~had invested through~~operate; the benefits of improvements in technology used in our ~~@Ventures funds. This funding source may not be sufficient in~~operations; the ~~future,~~outcome and we may need to obtain funding from outside sources. However, we may not be able to obtain funding from outside sources. In addition, even if we find outside funding sources, we may be required to issue to such outside sources securities with greater rights than those currently possessed by holdersimpact of ~~shares~~legal proceedings; expected financial performance; the payment of our common stock. We may also be required to take other actions, which may lessen the value of our common stock, including borrowing money on terms that are not favorable to us. WE MAY INCUR SIGNIFICANT COSTS TO AVOID INVESTMENT COMPANY STATUS AND MAY SUFFER ADVERSE CONSEQUENCES IF DEEMED TO BE AN INVESTMENT COMPANY. We may incur significant costs to avoid investment company status and may suffer other adverse consequences if deemed to be an investment company under the Investment Company Act of 1940. Some of our equity investments in other businesses and our venture subsidiaries may constitute investment securities under the Investment Company Act. A company may be deemed to be an investment company if it owns investment securities with a value exceeding 40% of its total assets, subject to certain exclusions. Investment companies are subject to registration under, and compliance with, the Investment Company Act unless a particular exclusion or safe harbor provision applies. If we were to be deemed an investment company, we would become subject to the requirements of the Investment Company Act. As a consequence, we would be prohibited from engaging in business or issuing our securities as we have in the past and might be subject to civil and criminal penalties for noncompliance. In addition, certain of our contracts might be voidable, and a court-appointed receiver could take control of us and liquidate our business. Although our investment securities currently comprise less than 40% of our total assets, fluctuations in the value of these securities or of our other assets may cause this limit to be exceeded. Unless an exclusion or safe harbor was available to us, we would have to attempt to reduce our investment securities as a percentage of our total assets. This reduction can be attempted in a number of ways, including the disposition of investment securities and the acquisition of non-investment security assets. If we were required to sell investment securities, we may sell them sooner than we otherwise would. These sales may be at depressed prices and we may never realize anticipated benefits from, or may incur losses on, these investments. We may be unable to sell some investments due to contractual or legal restrictions or the inability to locate a suitable buyer. Moreover, we may incur tax liabilities when we sell assets. We may also be unable to purchase additional investment securities that may be important to our operating strategy. If we decide to acquire non-investment security assets, we may not be able to identify and acquire suitable assets and businesses or the terms on which we are able to acquire such assets may be unfavorable. WE DEPEND ON CERTAIN IMPORTANT EMPLOYEES, AND THE LOSS OF ANY OF THOSE EMPLOYEES MAY HARM OUR BUSINESS. Our performance is substantially dependent on the performance of our executive officersdividends and other key employees, in particular, David S. Wetherell, our chairman, president and chief executive officer, Andrew J. Hajducky III, our executive vice president, chief financial officer and treasurer, and David Andonian, our president, corporate development. The familiarity of these individuals with the Internet industry makes them especially critical to our success. In addition, our success is dependent on our ability to attract, train, retain and motivate high quality personnel, especially for our management team. The loss of the services of any of our executive officers or key employees may harm our business. Our success also depends on our continuing ability to attract, train, retain and motivate other highly qualified technical and managerial personnel. Competition for such personnel is intense. THERE MAY BE CONFLICTS OF INTEREST AMONG OUR NETWORK COMPANIES, OUR OFFICERS, DIRECTORS AND STOCKHOLDERS AND US. Some of our officers and directors also serve as officers or directors of one or more of our network companies. As a result we, our officers and directors, and our network companies may face potential conflicts of interest with each other and with our stockholders. Specifically, our officers and directors may be presented with situations in their capacity as officers or directors of one of our network companies that conflict with their fiduciary obligations as officers or directors of our company or of another network company. IN FISCAL 1999 AND THE FIRST NINE MONTHS OF FISCAL 2000, WE DERIVED A SIGNIFICANT PORTION OF OUR REVENUES FROM A SMALL NUMBER OF CUSTOMERS AND THE LOSS OF ANY OF THOSE CUSTOMERS COULD SIGNIFICANTLY DAMAGE OUR BUSINESS. During the fiscal year ended July 31, 1999, sales to Cisco Systems, Inc. accounted for 36% of our total revenues and 47% of our revenues from our fulfillment services segment. During the nine months ended April 30, 2000, sales to Cisco accounted for 13.4% of our total revenues and 56.4% of our revenues from our fulfillment services segment. We currently do not have any agreements with Cisco which obligate this customer to buy a minimum amount of products from us or to designate us as its sole supplier of any particular products or services. During the nine months ended April 30, 2000, approximately 16.5% of our total revenues and 21% of revenues from our Internet segment were derived from customer advertising contracts serviced by DoubleClick, Inc. We believe that we will continue to derive a significant portion of our operating revenue from sales to a small number of customers. OUR STRATEGY OF SELLING ASSETS OF OR INVESTMENTS IN THE COMPANIES THAT WE HAVE ACQUIRED AND DEVELOPED PRESENTS RISKS. One elementaspects of our business ~~plan involves raising cash for working capital for our Internet business by selling,~~identified in public or private offerings, some of the companies, or portions of the companies, that we have acquired and developed. Market and other conditions largely beyond our control affect: o our ability to engage in such sales; o the timing of such sales; and o the amount of proceeds from such sales. As a result, we may not be able to sell some of these assets. In addition, even if we are able to sell, we may not be able to sell at favorable prices. If we are unable to sell these assets at favorable prices, our business will be harmed. OUR STOCK PRICE MAY FLUCTUATE BECAUSE THE VALUE OF SOME OF OUR COMPANIES FLUCTUATES. A portion of our assets include the equity securities of both publicly traded and non-publicly traded companies. For example, we, directly or through our @Ventures funds, own a significant number of shares of common stock of Critical Path, Engage, Hollywood Entertainment, Kana Communications, Lycos, Marketing Services Group, MotherNature.com, NaviSite, Netcentives, Pacific Century CyberWorks, Primedia, Ventro and Vicinity, which are publicly traded companies. The market price and valuations of the securities that we hold in these and other companies may fluctuate due to market conditions and other conditions over which we have no control. Fluctuations in the market price and valuations of the securities that we hold in other companies may result in fluctuations of the market price of our common stock and may reduce the amount of working capital available to us. OUR STRATEGY OF EXPANDING OUR BUSINESS THROUGH ACQUISITIONS OF OTHER BUSINESSES AND TECHNOLOGIES PRESENTS SPECIAL RISKS. We intend to continue to expand through the acquisition of businesses, technologies, products and services from other businesses. Acquisitions involve a number of special problems, including: o difficulty integrating acquired technologies, operations, and personnel with our existing businesses; o diversion of management attention in connection with both negotiating the acquisitions and integrating the assets; o strain on managerial and operational resources as management tries to oversee larger operations; o exposure to unforeseen liabilities of acquired companies; o potential issuance of securities in connection with an acquisition with rights that are superior to the rights of holders of our currently outstanding securities; o the need to incur additional debt; and o the requirement to record potentially significant additional future operating costs for the amortization of goodwill and other intangible assets. We may not be able to successfully address these problems. Moreover, our future operating results will depend to a significant degree on our ability to successfully manage growth and integrate acquisitions. In addition, many of our investments are in early-stage companies with limited operating histories and limited or no revenues. We may not be able to successfully develop these young companies. WE FACE COMPETITION FROM OTHER ACQUIRORS OF AND INVESTORS IN INTERNET-RELATED VENTURES WHICH MAY PREVENT US FROM REALIZING STRATEGIC OPPORTUNITIES. Although we create many of our network companies ourselves, we also acquire or invest in existing companies that we believe are complementary to our network and further our vision of the Internet. In pursuing these opportunities, we face competition from other capital providers and incubators of Internet-related companies, including publicly-traded Internet companies, venture capital companies and large corporations. Some of these competitors have greater financial resources than we do. This competition may limit our opportunity to acquire interests in companies that could advance our vision of the Internet and increase our value. OUR GROWTH PLACES STRAIN ON OUR MANAGERIAL, OPERATIONAL AND FINANCIAL RESOURCES. Our rapid growth has placed, and is expected to continue to place, a significant strain on our managerial, operational and financial resources. Further, as the number of our users, advertisers and other business partners grows, we will be required to manage multiple relationships with various customers, strategic partners and other third parties. Our further growth or an increase in the number of our strategic relationships will increase this strain on our managerial, operational and financial resources, inhibiting our ability to achieve the rapid execution necessary to successfully implement our business plan. WE MUST DEVELOP AND MAINTAIN POSITIVE BRAND NAME AWARENESS. We believe that establishing and maintaining our brand names is essential to expanding our Internet business and attracting new customers. We also believe that the importance of brand name recognition will increase in the future because of the growing number of Internet companies that will need to differentiate themselves. Promotion and enhancement of our brand names will depend largely on our ability to provide consistently high-quality products and services. If we are unable to provide high-quality products and services, the value of our brand names may suffer. OUR QUARTERLY RESULTS MAY FLUCTUATE WIDELY. Our operating results have fluctuated widely on a quarterly basis during the last several years, and we expect to experience significant fluctuation in future quarterly operating results. Many factors, some of which are beyond our control, have contributed to these quarterly fluctuations in the past and may continue to do so. Such factors include: o demand for our products and services; o payment of costs associated with our acquisitions, sales of assets and investments; o timing of sales of assets; o market acceptance of new products and services; o specific economic conditions in the Internet and direct marketing industries; and o general economic conditions. The emerging nature of the commercial uses of the Internet makes predictions concerning our future revenues difficult. We believe that period-to-period comparisons of our results of operations will not necessarily be meaningful and should not be relied upon as indicative of our future performance. It is also possible that in some fiscal quarters, our operating results will be below the expectations of securities analysts and investors. In such circumstances, the price of our common stock may decline. THE PRICE OF OUR COMMON STOCK HAS BEEN VOLATILE. The market price of our common stock has been, and is likely to continue to be, volatile, experiencing wide fluctuations. In recent years, the stock market has experienced significant price and volume fluctuations which have particularly impacted the market prices of equity securities of many companies providing Internet-related products and services. Some of these fluctuations appear to be unrelated or disproportionate to the operating performance of such companies. Future market movements may adversely affect the market price of our common stock. OWNERSHIP OF CMGI IS CONCENTRATED. David S. Wetherell, our chairman, president and chief executive officer, beneficially owned approximately 12% of our outstanding common stock as of April 30, 2000. As a result, Mr. Wetherell possesses significant influence over CMGI on matters, including the election of directors. Additionally, Compaq Computer Corporation owned approximately 15% of our outstanding common stock as of April 30, 2000. The concentration of our share ownership may: o delay or prevent a change in our control; o impede a merger, consolidation, takeover, or other transaction involving CMGI; or o discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of CMGI. WE RELY ON NAVISITE FOR WEB SITE HOSTING. We and many of our operating companies rely on NaviSite for network connectivity and hosting of servers. If NaviSite fails to perform such services, our internal business operations may be interrupted, and the ability of our operating companies to provide services to customers may also be interrupted. Such interruptions may have an adverse impact on our business and revenues and our operating companies. CMGI LITIGATION. On February 9, 2000, International Merchandising Corporation and International Managements, Inc. (collectively, "IMG") filed a complaint in the United States District Court for the Northern District of Ohio, Eastern Division, against Signatures SNI, Inc., Signatures Network, Inc. (collectively "Signatures") subsidiaries of iCAST, iCAST, a subsidiary of CMGI, and CMGI. The complaint asserted claims against Signatures for breach of contract, promissory estoppel, and quantum meruit and claims against CMGI and iCAST for tortious interference with contract and tortious interference with prospective contractual relations. The complaint sought compensatory damages of not less than $15,000,000, Signatures stock options, the unspecified value of alleged services performed by IMG, unspecified punitive damages, and costs. On February 22, 2000, IMG filed with the court a motion to compel arbitration. On April 1, 2000, the parties entered into an Alternative Dispute Resolution Agreement, pursuant to which IMG voluntarily withdrew its motion to compel arbitration and agreed to waive its claim for punitive damages. The parties agreed to submit all claims they may have against each other to mediation and, if mediation proves to be unsuccessful, to private, binding arbitration. On April 7, 2000, IMG filed with the court its notice of voluntary dismissal of the federal court action. The parties are currently mediating the dispute. The defendants believe that they have valid defenses to IMG's asserted claims. If we do not prevail, the outcome could adversely affect our financial condition and results of operations. On or about March 15, 2000, CMGI and certain of its officers and directors,prospectus, as well as certain officers and directors of Engage, a subsidiary of CMGI, were sued by a shareholder of Engage in what purported to be a derivative action on behalf of Engage. The lawsuit is captioned Doris B. Sollod, Plaintiff, v. Edward A. Bennett, Christopher A. Evans, Craig D. Goldman, Andrew J. Hajducky, III, Frederic D. Rosen, Paul L. Schaut, David S. Wetherell and CMGI, Inc., Defendants and Engage Technologies, Inc., Nominal Defendant, Civil Action No. 17886-NC, Court of Chancery, New Castle County, Delaware. The complaint arose out of the intended sale by CMGI of its subsidiaries, Flycast and Adsmart, to Engage, as announced on or about January 20, 2000. The plaintiff alleged, inter alia,other reports that CMGI and the individual defendants violated their fiduciary duties, duties of loyalty and good faith, and engaged in self-dealing with regard to the transaction, which the complaint alleged is unfair to Engage. The complaint requested, inter alia, that the court (1) enjoin the defendantswe file from taking any steps in furtherance of the transaction; (2) award recissory damages to Engage and rescind the transaction if it is consummated; (3) direct the defendants to account to Engage for its damages and CMGI's profits; and (4) award the plaintiff her costs, disbursements and fees. On August 15, 2000, the plaintiff filed a stipulation of dismissal. The parties expect that the court will endorse the stipulation and the matter will be dismissed. Neil Braun, the former president and chief executive officer of iCAST Corporation, a subsidiary of CMGI, filed a complaint in the United States District Court, Southern District of New York, on December 22, 1999 against CMGI, iCAST and David S. Wetherell, chief executive officer and chairman of CMGI, alleging certain claims arising out of the termination of Mr. Braun's employment with iCAST. As set forth in the complaint, Mr. Braun is seeking, among other things, monetary damages in excess of $50 million and specific performance of certain alleged contractual obligations that would require iCAST to deliver to Mr. Braun an equity interest in iCAST. On January 31, 2000, an answer to the complaint was filed on behalf of CMGI, iCAST and Mr. Wetherell. The parties are currently engaged in discovery. The defendants plan to vigorously defend against these claims. If we do not prevail in this proceeding, the outcome could adversely affect our financial condition and results of operations. The parties are currently conducting discovery in this matter. RISKS PARTICULAR TO OUR NETWORK COMPANIES THE SUCCESS OF OUR NETWORK COMPANIES DEPENDS GREATLY ON INCREASED USE OF THE INTERNET BY BUSINESS AND INDIVIDUALS. The success of our network companies depends greatly on increased use of the Internet for advertising, marketing, providing services and conducting business. Commercial use of the Internet is currently at an early stage of development and the future of the Internet is not clear. In addition, it is not clear how effective advertising on the Internet is in generating business as compared to more traditional types of advertising such as print, television and radio. The businesses of our network companies will suffer if commercial use of the Internet fails to grow in the future. OUR NETWORK COMPANIES ARE SUBJECT TO INTENSE COMPETITION. The market for Internet products and services is highly competitive. Moreover, the market for Internet products and services lacks significant barriers to entry, enabling new businesses to enter this market relatively easily. Competition in the market for Internet products and services may intensify in the future. Numerous well-established companies and smaller entrepreneurial companies are focusing significant resources on developing and marketing products and services that will compete with the products and services of our network companies. In addition, many of the current and potential competitors of our network companies have greater financial, technical, operational and marketing resources than those of our network companies. Our network companies may not be able to compete successfully against these competitors. Competitive pressures may also force prices for Internet goods and services down and such price reductions may reduce the revenues of our network companies. GROWING CONCERNS ABOUT THE USE OF "COOKIES" MAY LIMIT ENGAGE'S ABILITY TO DEVELOP USER PROFILES. Web sites typically place small files of information commonly known as "cookies" on a user's hard drive, generally without the user's knowledge or consent. Cookie information is passed to the Web site through the Internet user's browser software. Engage's technology currently uses cookies to collect information about an Internet user's movement through the Internet. Most of the currently available Internet browsers allow users to modify their browser settings to prevent cookies from being stored on their hard drive, and a small minority of users currently choose to do so. Users can also delete cookies from their hard drive at any time. In addition, Microsoft, the leading provider of computer browser software, has announced a plan to modify its product to prompt users in certain situations when cookies are set on a user's computer. Some Internet commentators and privacy advocates have suggested limiting or eliminating the use of cookies, and recently, the FTC initiated an informal inquiry into the data collection practices of DoubleClick, Inc. The effectiveness of Engage's technology could be limited by any reduction or limitation in the use of cookies. If the use or effectiveness of cookies is limited, Engage would likely have to switch to other technology that would allow it to gather demographic and behavioral information. This could require significant reengineering time and resources, might not be completed in time to avoid negative consequences to our business, financial condition or results of operations, and might not be possible at all. IF THE UNITED STATES OR OTHER GOVERNMENTS REGULATE THE INTERNET MORE CLOSELY, THE BUSINESSES OF OUR NETWORK COMPANIES MAY BE HARMED. Because of the Internet's popularity and increasing use, new laws and regulations may be adopted. These laws and regulations may cover issues such as privacy, pricing, taxation and content. The enactment of any additional laws or regulations may impede the growth of the Internet and the Internet-related business of our network companies and could place additional financial burdens on their businesses. TO SUCCEED, OUR NETWORK COMPANIES MUST RESPOND TO THE RAPID CHANGES IN TECHNOLOGY AND DISTRIBUTION CHANNELS RELATED TO THE INTERNET. The markets for the Internet products and services of our network companies are characterized by: o rapidly changing technology; o evolving industry standards; o frequent new product and service introductions; o shifting distribution channels; and o changing customer demands. The success of our network companies will depend on their ability to adapt to this rapidly evolving marketplace. They may not be able to adequately adapt their products and services or to acquire new products and services that can compete successfully. In addition, our network companies may not be able to establish and maintain effective distribution channels. OUR NETWORK COMPANIES FACE SECURITY RISKS. Consumer concerns about the security of transmissions of confidential information over public telecommunications facilities is a significant barrier to electronic commerce and communications on the Internet. Many factors may cause compromises or breaches of the security systems our network companies or other Internet sites use to protect proprietary information, including advances in computer and software functionality or new discoveries in the field of cryptography. A compromise of security on the Internet would have a negative effect on the use of the Internet for commerce and communications and negatively impact our network companies' businesses. Security breaches of their activities or the activities of their customers and sponsors involving the storage and transmission of proprietary information, such as credit card numbers, may expose our network companies to a risk of loss or litigation and possible liability. We cannot assure that the security measures of our network companies will prevent security breaches. THE SUCCESS OF THE GLOBAL OPERATIONS OF OUR NETWORK COMPANIES IS SUBJECT TO SPECIAL RISKS AND COSTS. Our network companies have begun, and intend to continue, to expand their operations outside of the United States. This international expansion will require significant management attention and financial resources. The ability of our network companies to expand their offerings of our products and services internationally will be limited by the general acceptance of the Internet and intranets in other countries. In addition, we and our network companies have limited experience in such international activities. Accordingly, we and our network companies expect to commit substantial time and development resources to customizing the products and services of our network companies for selected international markets and to developing international sales and support channels. We expect that the export sales of our network companies will be denominated predominantly in United States dollars. As a result, an increase in the value of the United States dollar relative to other currencies may make the products and services of our network companies more expensive and, therefore, potentially less competitive in international markets. As our network companies increase their international sales, their total revenues may also be affected to a greater extent by seasonal fluctuations resulting from lower sales that typically occur during the summer months in Europe and other parts of the world. OUR NETWORK COMPANIES COULD BE SUBJECT TO INFRINGEMENT CLAIMS. From time to time ~~our network companies have been, and expect to continue to be, subject to third party claims in~~with the ordinary course of business, including claims of our alleged infringement of intellectual property rights. Any such claims may damage the businesses of our network companies by: o subjecting them to significan liability for damages; o resulting in invalidation of their proprietary rights; o being time-consuming and expensive to defend even if such claims are not meritorious; and o resulting in the diversion of management time and attention. OUR NETWORK COMPANIES MAY HAVE LIABILITY FOR INFORMATION RETRIEVED FROM THE INTERNET. Because materials may be downloaded from the Internet and subsequently distributed to others, our network companies may be subject to claims for defamation, negligence, copyright or trademark infringement, personal injury or other theories based on the nature, content, publication and distribution of such materials. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement contains or incorporates by reference forward-looking statements. These are statements that relate to future periods and include statements about our: o expected operating results; o market opportunities; o acquisition opportunities; o ability to compete; and o stock price.SEC. In some cases, you can identify forward-looking statements by terminology such as ~~"may," "will," "should," "could," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "predicts," "estimates" and similar expressions, although not all~~“may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “tends,” “believe,”

“estimate,” “predict,” “potential,” “project” or “continue” or the negative of those terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially because of market conditions in our industries or other factors that are in some cases beyond our control. All of the forward-looking statements are ~~identified by these words. These statements are based on our current beliefs, expectations and assumptions and are~~ subject to ~~a number of~~ risks and uncertainties. Actual results and events may vary significantly from those discussed in the forward-looking statements. A description of risks that could cause our results to vary appears under the caption "Risk Factors" and elsewhere in this prospectus. In light of these assumptions, risks and uncertainties, the forward-looking events discussed in this prospectus may not occur. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. TheseThe forward-looking statements are made as of the date of this prospectus or the date of the documents incorporated by reference in this prospectus, as the case may be, and we assume no obligation to update ~~them even though our situation may change~~the forward-looking statements or to update the reasons why actual results could differ from those projected in the ~~future. ABOUT THIS PROSPECTUS This~~forward-looking statements. Various factors, including but not limited to the risk factors described in the “Risk Factors” section of this prospectus and elsewhere herein, could cause actual results to differ from those implied by the forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included herein are made only as of the date hereof. Except as required by law, we do not undertake, and specifically decline, any obligation to update any of these statements or to publicly announce the results of any revisions to these statements to reflect future events or developments.

ModusLink Global Solutions, through its wholly owned subsidiaries, ModusLink Corporation and ModusLink PTS, Inc., provides comprehensive supply chain and logistics services, which we refer to as supply chain management solutions, that are designed to improve clients’ revenue, cost, sustainability and customer experience objectives. We provide services to leading companies in consumer electronics, communications, computing, medical devices, software, storage and retail. Our operations are supported by a global footprint that includes more than 25 sites across North America, Europe, and the Asia Pacific region.

Over the past decade, we have expanded our services by acquiring and developing businesses focused on supply chain management services, entitlement, e-business management solutions, consumer electronics repair services and reverse logistics services. We previously operated under the names CMGI, Inc. and CMG Information Services, Inc. and were incorporated in Delaware in 1986. Our address is 1601 Trapelo Road, Suite 170, Waltham, Massachusetts 02451.

We previously operated under the names CMGI, Inc. and CMG Information Services, Inc. and were incorporated in Delaware in 1986. Our website address is www.moduslink.com. The information contained or incorporated in, or accessible through, our website is not a part of or incorporated by reference into this prospectus. Our principal executive office is located at 1601 Trapelo Road, Suite 170, Waltham, Massachusetts 02451, and our telephone number is (781) 663-5000.

An investment in our securities involves a ~~registration statement~~high degree of risk. In addition, we operate in a rapidly changing environment that weinvolves a number of risks, some of which are beyond our control. Prior to making a decision about investing in our securities, you should carefully consider, in consultation with your own financial and legal advisers, the specific risks discussed in our other filings with the SEC, including our Annual Report on Form 10-K, or 2014 Form 10-K, filed with the ~~Commission using a "shelf" registration process. Under this shelf process, the selling stockholders may sell the securities described~~SEC, on October 14, 2014, which are incorporated by reference in this prospectus, ~~in one of more offerings up to a total of 10,810,911 shares. This prospectus provides you~~together with ~~a description~~all of the ~~securities they may offer. A prospectus supplement may also add, update or change~~other information contained in this prospectus, any applicable prospectus supplement, or otherwise incorporated by reference in this prospectus. ~~You should read both~~The risks and uncertainties described in our SEC filings are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. If any of the risks or uncertainties described in the applicable prospectus supplement or our SEC filings or any such additional risks and uncertainties actually occur, our business, financial condition, prospects, results of operations or cash flow could be materially and adversely affected. If any such event does occur, you may lose all or part of your original investment in the securities.

If we offer debt securities and/or preference equity securities under this prospectus, then we will, at that time, provide a ratio of earnings to fixed charges and/or ratio of combined fixed charges and ~~any~~preference dividends to earnings, respectively, in the applicable prospectus supplement ~~together with additional information described under the heading "Where You Can Find More Information About Us." DESCRIPTION OF CAPITAL STOCK The following description~~for such offering.

Use of ~~our common stock and preferred stock, together with the additional information included~~Proceeds

Unless otherwise indicated in any applicable prospectus ~~supplements, summarizes~~supplement, the net proceeds from any sale of securities by us will be used for general corporate purposes, which may include potential acquisitions and other strategic business opportunities. No material ~~terms and provisions~~acquisitions are probable at this time. If we decide to use the net proceeds from a particular offering of ~~these types~~securities for a specific purpose other than as set forth above, we will describe that in the related prospectus supplement. In the case of ~~securities. For the complete terms~~a sale of ~~our~~ common stock by the selling stockholder, we will not receive any of the proceeds from such sale. We will receive proceeds from the exercise of warrants by the selling stockholder.

We may offer and ~~preferred stock, please refer~~sell, at any time and from time to ~~our restated certificate~~time:

Shares of incorporation and restated by-laws that are incorporated by reference into the registration statement which includes this prospectus. Our authorized capital stock consists of 1,405,000,000 shares. These shares consist of 1,400,000,000 shares ofour common stock, par value $0.01 per ~~share,~~share;

Shares of our preferred stock, par value $0.01 per share;

Warrants to purchase any of the other securities that may be sold under this prospectus;

Our debt securities, in one or more series, which may be senior debt securities or subordinated debt securities, in each case consisting of notes or other unsecured evidences of indebtedness; or

Any combination of these securities.

The selling stockholder may also offer shares of common stock from time to time in connection with this offering. The terms of any securities offered will be determined at the time of sale. We may issue debt securities that are exchangeable for and/or convertible into common stock or any of the other securities that may be sold under this prospectus. When particular securities are offered, a supplement to this prospectus will be filed with the SEC, which will describe the terms of the offering and sale of the offered securities.

For purposes of this description, references to “we,” “our” and “us” refer only to ModusLink Global Solutions, Inc. and not to its subsidiaries.

The following is a summary of the rights and preferences of our common stock, preferred stock and the related provisions of our certificate of incorporation and bylaws, as each is in effect as the date hereof. While we believe that the following description covers the material terms of our capital stock and other securities, the description may not contain all of the information that is important to you and is subject to and qualified in its entirety by our certificate of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and by the provisions of applicable Delaware law. We encourage you to read carefully this entire prospectus, our certificate of incorporation, bylaws and the other documents we refer to for a more complete understanding of our capital stock.

Our certificate of incorporation provides that we may issue up to 1,400,000,000 shares of common stock and 5,000,000 shares of preferred stock, both having par value $0.01 per ~~share,~~share. As of which 250 shares have been designated as Series A preferred stock, 50,000 shares have been designated as Series B preferred stock, 375,000 shares have been designated as Series C preferred stock and 18,090.45 shares have been designated as Series D preferred stock. On August 11, 2000, CMGI had issued and outstanding: o approximately 296,690,881 shares of common stock; o no shares of Series A preferred stock; o no shares of Series B preferred stock; o 375,000 shares of Series C preferred stock (convertible into an aggregate of approximately 9,645,997February 23, 2015, 52,248,465 shares of common stock aswere issued and outstanding, which were held by 340 stockholders of ~~August 11, 2000);~~record, and o no shares of ~~Series D~~ preferred ~~stock. COMMON STOCK Voting Rights.~~ stock were issued and outstanding.

one vote per share on all matters submitted to ~~be voted upon by~~a vote of the stockholders, ~~for each share held on~~subject to the ~~record date for such vote. Dividends. The holders~~rights of ~~common stock, after preferences of holders of~~any preferred stock ~~are entitled to receive~~ that may be outstanding;

dividends ~~when,~~ as ~~and if~~may be declared by ~~the~~our board of directors out of funds legally available for ~~dividends. Liquidation~~that purpose, subject to the rights of any preferred stock that may be outstanding; and ~~Dissolution. If we are liquidated or dissolved, the holders of the common stock will be entitled to~~

a pro rata share in ~~our assets available for~~any distribution to stockholders in proportion to the amount of common stock they own. The amount available for common stockholders is calculated after payment of liabilities. Holders of preferred stock will receive their preferential share of our assets ~~before~~after payment or providing for the ~~holders~~payment of liabilities and the ~~common~~liquidation preference of any outstanding preferred stock ~~receive any assets. Other Rights.~~ in the event of liquidation.

Holders of ~~the~~our common stock have no right to: o convert the common stock into any other security, o have the common stock redeemed, or o purchase additional shares of common stock to maintain their proportionate interest. The common stock does not have cumulative voting rights, ~~which means that the holders~~redemption rights or preemptive rights to purchase or subscribe for any shares of ~~a majority~~our common stock or other securities. All of the ~~shares can elect all the directors and that the holders of the remaining shares will not be able to elect any directors. All~~ outstanding shares of common stock are ~~and all shares of common stock offered under a this prospectus when issued will be upon payment, validly issued,~~ fully paid and nonassessable. ~~Restriction on Alienability~~The rights, preferences and privileges of ~~Securities to be Registered. The~~holders of our common stock ~~being registered herein is~~are subject to, ~~a Trading Day Limit Agreement between us~~ and ~~each selling stockholder. Under this agreement,~~may be adversely affected by, the ~~selling stockholder can, on any single day on which Nasdaq is open for trading, sell only up to 10%~~rights of the ~~total~~holders of shares ~~issued to the selling stockholder upon payment~~ of any existing series of preferred stock and any series of preferred stock that we may designate and issue in the notes. In addition, the selling stockholder can, beginning on the date on which the selling stockholder is issued shares upon payment of any of the notes and ending ten trading days thereafter, enter into a swap, hedge, collar, short salefuture. There are no redemption or ~~other arrangement that transfers~~sinking fund provisions applicable to ~~another any of the consequences of ownership of those shares for that period. Transfer Agent. We have appointed EquiServe, L.P. as the transfer agent and registrar for~~ our common stock. ~~PREFERRED STOCK General. Our restated~~

Delaware law requires the affirmative vote of a majority of the outstanding shares entitled to vote thereon to authorize certain extraordinary actions, such as mergers, consolidations, dissolutions of the corporation or an amendment to the certificate of incorporation ~~authorizes~~of the corporation.

Our board of directors has the authority, subject to any limitations prescribed by Delaware law, to issue ~~without any further action by the stockholders, the~~shares of preferred stock in one or more series and to ~~establish from time to time~~fix and determine the designation, privileges, preferences and rights and the qualifications, limitations and restrictions of those shares, including dividend rights, conversion rights, voting rights, redemption rights, terms of sinking funds, liquidation preferences and the number of shares ~~to be included in each~~constituting any series ~~and to fix~~or the designation ~~powers, preferences and rights~~ of the series, without any further vote or action by the stockholders. Any shares of each series and the qualifications, limitations or restrictions thereof, including voting rights, dividend rights, conversion rights, liquidation preferences, redemption privileges and sinking fund terms. The rights, preferences, privileges and restrictions of theour preferred stock ~~of each series will be fixed by the certificate of designation relating to that series. Any or all of the rights of the preferred stock~~so issued may ~~be greater than the rights of the common stock. In addition, the preferred stock could~~ have ~~other rights, including economic rights senior to~~priority over our common stock ~~so that~~with respect to dividend, liquidation and other rights. Our board of directors may authorize the issuance of ~~the~~ preferred stock with voting rights or conversion features that could adversely affect the ~~market value~~voting power or other rights of the holders of our common stock. ~~The~~Although the issuance of ~~the~~ preferred stock ~~may also~~could provide us with flexibility in connection with possible acquisitions and other corporate purposes, under some circumstances, it could have the effect of delaying, deferring or preventing a change of control. We will describe the particular terms of any preferred stock in ~~control~~more detail in the applicable prospectus supplement.

We have designated 140,000 shares of our preferred stock as Series A Junior Participating Preferred Stock, par value $0.01 per share, or “Series A Preferred”, for issuance pursuant to the exercise of rights under our Tax Plan (which is described below), none of which are outstanding. We have no current intention to issue any other shares of preferred stock. See “Tax Plan—Rights and Preferences of Preferred Stock” for a description of the terms of the Series A Preferred.

In October 2011, our board of directors adopted a Tax Benefit Preservation Plan between us and American Stock Transfer & Trust Company, LLC, as rights agent. On October 14, 2014, our board of directors adopted the Tax Plan and extended its term until October 17, 2017.

Our board of directors adopted the Tax Plan to help preserve the value of certain deferred tax benefits, including those generated by net operating losses and certain other tax attributes (which we refer to as the Tax Benefits). Our ability to use these Tax Benefits would be substantially limited if we were to experience an

“ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended (or the Code). In general, an ownership change would occur if there is a greater than 50-percentage point change in ownership of securities by stockholders owning (or deemed to own under Section 382 of the Code) five percent or more of a corporation’s securities over a rolling three-year period. The Tax Plan reduces the likelihood that changes in our investor base have the unintended effect of limiting the use of our Tax Benefits.

The Tax Plan is intended to act as a deterrent to any person acquiring shares of our securities equal to or exceeding the amount described below under “—Transfer, ‘Flip In’ and Exercise of the Rights” without ~~any action~~the approval of our board of directors. This would protect the Tax Benefits because changes in ownership by a person owning less than 4.99% of our stock are not included in the ~~stockholders. SERIES C PREFERRED STOCK Voting~~calculation of “ownership change” for purposes of Section 382 of the Code. Our board of directors has established procedures to consider requests to exempt certain acquisitions of our securities from the Tax Plan if the Board determines that doing so would not limit or impair the availability of the Tax Benefits or is otherwise in our best interests. The Tax Plan, however, may also make it more difficult for a person to acquire more than 4.99% of our securities.

In connection with our adoption of the Tax Plan, our board of directors declared a dividend of one preferred stock purchase right (which we refer to as a Right and collectively, the Rights) for each share of our common stock outstanding at the close of business on October 28, 2011. As long as the Rights are attached to the common stock, we will issue one Right (subject to adjustment) with each new share of our common stock that is issued so that all such shares will have attached Rights. ~~Holders~~When exercisable, each Right will entitle the registered holder to purchase from us one ten-thousandth of a share of Series A Preferred, at a price of $20.00 per one ten-thousandth of a share of Series A Preferred, subject to adjustment as described in the Tax Plan (the “Purchase Price”).

The Purchase Price payable, and the number of shares of Series ~~C preferred~~A Preferred or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred, (ii) upon the grant to holders of the Series A Preferred of certain rights, options or warrants to subscribe for or purchase Series A Preferred or convertible securities at less than the then current market price of the Series A Preferred or (iii) upon the distribution to holders of the Series A Preferred of evidences of indebtedness, cash, securities or assets (excluding regular periodic cash dividends at a rate not in excess of 125% of the rate of the last regular periodic cash dividend paid or, in case regular periodic cash dividends have not previously been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividend, or dividends payable in shares of Series A Preferred (which dividends will be subject to the adjustment described in clause (i) above)) or of convertible securities, subscription rights or warrants (other than those referred to above).

The Rights detach from the common stock and become exercisable: (i) at the close of business on the tenth business day following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 4.99% or more of our common stock (each such person, an “Acquiring Person”) or (ii) at the close of business on the tenth business day (or such later date as may be determined by action of our board of directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of shares of common stock equal to or exceeding 4.99% of our outstanding common stock (the earlier of (i) and (ii) being called the Distribution Date). Our board of directors may postpone the Distribution Date of the Rights under certain circumstances described in the Tax Plan.

Our board of directors may grant an exemption to any person that would otherwise become an Acquiring Person following a contemplated acquisition of stock, and that person would not be an Acquiring Person for purposes of the Tax Plan. The Tax Plan also provides that any person who beneficially owned shares of our common stock equal to or exceeding 4.99% of its outstanding common stock immediately prior to the first public announcement of the adoption of the Tax Plan, together with any affiliates and associates of that person (each referred to as an Existing Holder), shall not be deemed to be an Acquiring Person for purposes of the Tax Plan

unless the Existing Holder becomes the beneficial owner of one or more additional shares of our common stock (other than pursuant to a stock dividend or distribution paid or made by us on our outstanding common stock, a split or subdivision of our outstanding common stock, any unilateral grant of any common stock by us). However, if upon acquiring beneficial ownership of one or more additional shares of common stock, the Existing Holder does not beneficially own shares of common stock equal to or exceeding 4.99% of our common stock outstanding, the Existing Holder shall not be deemed to be an Acquiring Person for purposes of the Tax Plan.

The Rights will be transferred only with the Common Stock until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights). After the Distribution Date, separate rights certificates will be issued evidencing the Rights and become separately transferable apart from the Common Stock.

Unless redeemed or exchanged earlier by us or terminated in accordance with the Tax Plan, the Rights will expire upon the earliest to occur of (i) October 17, 2017, (ii) the close of business on the effective date of the repeal of Section 382 of the Code if our board of directors determines that the Tax Plan is no longer necessary or desirable for the preservation of the Tax Benefits or (iii) the time at which our board of directors determines that the Tax Benefits are fully utilized or no longer available under Section 382 of the Code or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which we could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by us in any particular time period, for applicable tax purposes.

Each share of Series A Preferred purchasable upon exercise of the Rights will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment in cash of $1.00 per share or, if greater, an aggregate dividend of 10,000 times the dividend, if any, declared per share of our common stock since the preceding dividend payment date. This dividend of the Series A Preferred is in preference to the dividends rights of holders of our common stock. Dividends on the Series A Preferred will begin to accrue and be cumulative from the quarterly dividend payment date prior to the issuance of the shares of Series A Preferred or, if the shares of Series A Preferred are issued before the record date for the first quarterly dividend date, from the date of issue or, if the shares of Series A Preferred are issued on a dividend date or after the record date for a dividend date, from that dividend date. Accrued but unpaid dividends will not bear interest.

Each share of Series A Preferred entitles the holder to 10,000 votes on all matters submitted to a vote of our stockholders. If, at the time of any annual meeting of us, the equivalent of six quarterly dividends (whether or not consecutive) payable on the shares of Series A Preferred are in default, the number of directors on our board of directors will be increased by two and the holders of Series A Preferred, voting ~~rights except~~ as ~~otherwise provided~~a separate class, will be entitled to vote for those two new directors. The term of office of the directors elected by the ~~Delaware corporation statute and our restated certificate~~holders of ~~incorporation. On such matters where~~ the Series A Preferred will terminate when the default in the payment of dividends on the Series A Preferred ceases to exist. Except for the election of two directors following a default in payment of dividends, holders of shares of Series ~~C preferred~~A Preferred will vote with holders of our common stock on all matters submitted to our stockholders for a vote.

If dividends or other distributions payable on the Series A Preferred are in arrears, we may not do any of the following until all accrued and unpaid dividends and distributions are paid in full:

declare or pay any dividend on stock ranking in parity with or junior to the Series A Preferred, including the common stock, except, in the case of parity stock, for dividends paid ratably to the Series A Preferred and such parity stock;

redeem, purchase or otherwise acquire shares of stock ranking junior to the Series A Preferred, unless the foregoing is in exchange for other shares of stock ranking junior to the Series A Preferred; or

redeem, purchase or otherwise acquire shares of Series A Preferred or stock ranking in parity with the Series A Preferred, except in accordance with a written offer to all holders of such stock on terms that the board of directors determines in good faith is fair and equitable to the respective series.

In the event of our liquidation, dissolution or winding up, the holders of the Series A Preferred will be entitled to a minimum preferential liquidation payment of $10,000 per share (plus any accrued but unpaid dividends), provided that such holders of the Series A Preferred will be entitled to an aggregate payment of 10,000 times the payment made per share of common stock. The holders of Series A Preferred will receive the liquidation payment prior to any payment to holders of a junior ranking stock, including the common stock.

In the event of any merger, consolidation or other transaction in which shares of our common stock are exchanged, each share of Series A Preferred will be entitled to receive 10,000 times the amount received per share of common stock. The Series A Preferred will not be redeemable. The dividend, voting, liquidation and merger rights are protected by customary anti-dilution provisions. Because of the nature of the Series A Preferred’s dividend and liquidation rights, the value of one ten-thousandth of a share of Series A Preferred purchasable upon exercise of each Right should approximate the economic value of one share of common stock.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder beyond those as an existing stockholder, including, without limitation, the right to vote or to receive dividends.

In the event that a Person becomes an Acquiring Person or if we were the surviving corporation in a merger with an Acquiring Person and shares of our common stock were not changed or exchanged, each holder of a Right, other than Rights that are or were acquired or beneficially owned by the Acquiring Person (which Rights will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of common stock having a market value of two times the then current Purchase Price of the Right. In the event that, after a Person has become an Acquiring Person, we were acquired in a merger or other business combination transaction or more than 50% of our assets or earning power were sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the then current Purchase Price of the Right.

At any time after a Person becomes an Acquiring Person and prior to the earlier of one of the events described in the last sentence of the previous paragraph or the acquisition by such Acquiring Person of 50% or more of our then outstanding common stock, our board of directors may cause us to exchange the Rights (other than Rights owned by an Acquiring Person which will have become null and void), in whole or in part, for shares of common stock at an exchange rate of one share of common stock per Right (subject to adjustment).

The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right by our board of directors at any time prior to the time that an Acquiring Person has become such. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as our board of directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price of $0.01 per Right.

Antitakeover Effects of Provisions of Our Certificate of Incorporation and Bylaws and of Delaware Law

Certain provisions of our charter documents and Delaware law could have an anti-takeover effect and could delay, discourage or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might otherwise result in a premium being paid over the market price of our common ~~stock, they are entitled to vote their shares on an as-converted basis.~~ stock.

Our restated certificate of incorporation also gives the holders of shares of Series C preferred stock the right to vote on enumerated actions that if taken by us would impair their rights, preferences and privileges. Prior to us taking any such action, provides that:

the affirmative vote of the holders of ~~a majority~~at least 75% of ~~the~~our outstanding shares of ~~Series C preferred~~ stock ~~is required. Dividend Rights. Holders of Series C convertible preferred stock are~~ entitled to ~~receive when, as and if declared by~~vote generally in the ~~board~~election of directors, out of funds legally available for dividends, cumulative dividends equal to two percent per annum of the stated value of $1,000 per share, payable semiannually in arrears, either in cash or, at our option, through an adjustment to the liquidation preference per share. Such adjustments, if any, will also increase the number of shares of common stock into which shares of Series C preferred stock is convertible. Liquidation and Dissolution. In the event of any liquidation or dissolution of us, the holders of Series C preferred stock are entitled to receive, prior to any distribution to holders of common stock, an amount equal to the stated value of $1,000 per share plus all adjustments to the liquidation preference plus accrued but unpaid dividends to which no adjustment has been made (the sum of which is referred to as the liquidation preference). Our restated certificate of incorporation specifies that upon the occurrence of enumerated corporate events, including the consummation of a transaction in which our stockholders do not own at least 50% of the voting ~~power of the combined company, the holders of two-thirds of the outstanding shares of Series C preferred stock may elect either: o to treat such events~~together as a ~~liquidation event and receive a liquidation distribution;~~single class, is required to amend, repeal or ~~o to have the conversion price for each share~~adopt certain provisions of Series C preferred stock adjusted accordingly. Conversion. The shares of Series C preferred stock are segregated into three equal tranches of 125,000 shares each. The shares in each tranche have identical rights and preferences except as to conversion. The conversion price calculated for each tranche is also subject to adjustment for certain actions described in our restated certificate of incorporation. Shares of Series C preferred stock may be converted into common stock at any time at the option of the holders and automatically convert into common stock on June 30, 2002, as described in the restated certificate of incorporation. The restated certificate of incorporation provides that a holder of Series C preferred stock may not choose to convert such shares into common stock totaling more than 9.9% of outstanding shares of common stock. Redemption Rights. Holders of shares of Series C preferred stock have the right to cause us to redeem their shares upon the occurrence of events specified in our restated certificate of incorporation, including those relating to: the board of directors’ ability to designate preferred stock, the power of our ~~failure~~board of directors to ~~issue~~manage the affairs of

the Company, the restriction on action by written consent of stockholders, the requirements for calling a special meeting of stockholders, the business permitted to be conducted at a special meeting, the election and removal of directors, limitations on liability and indemnification of members of the board of directors, the ability of the board of directors to consider certain factors in addition to potential economic benefit to stockholders in evaluating certain potential transactions, restrictions on purchases of shares of the Company’s stock from beneficial owners of 5% or more of our outstanding shares of stock entitled to vote generally in the election of directors, requirements with respect to business combinations, amendments to the bylaws of the Company, and amendments to the requirement for an affirmative vote of the holders of at least 75% of our outstanding shares of stock entitled to vote generally in the election of directors with respect to each of the foregoing;

any action required or permitted to be taken by our stockholders must be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing of such stockholders;

special meetings of our stockholders may be called only (i) by the Chairman of our board of directors, (ii) pursuant to a resolution approved by a majority of our entire board of directors, or (iii) pursuant to a written request of the holders of 20% of our outstanding shares of ~~common~~ stock ~~upon conversion~~entitled to vote generally in the election of directors;

the business permitted to be conducted at any special meeting of the stockholders is limited to the business brought before the meeting (i) by the Chairman of our board of directors, or (ii) at the request of a majority of the entire board of directors, or (iii) as specified in the written request of the holders of 20% of our outstanding shares of ~~Series C preferred stock. The redemption price~~stock entitled to vote generally in the election of directors;

our board of directors is divided into three classes, and only the class of directors whose terms are ending in any given year will be anelected by plurality vote at our annual meeting;

subject to the rights of the holders of any class or series of stock ~~demanding redemption. CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK We have shares~~having a preference expressly vested in it, newly created directorships resulting from any increase in the number of ~~common stock~~directors and preferred stock available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, facilitate corporate acquisitions or payable as a dividendany vacancy on ~~the capital stock. The existence of unissued and unreserved common stock and preferred stock may enable~~ the board of directors ~~to issue shares to persons friendly to current management~~resulting from death, resignation, disqualification, removal or to issue preferred stock with terms that could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, the issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. CERTAIN PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION AND THE RESTATED BY-LAWS Our restated certificate of incorporation and restated by-laws include provisions that could make it more difficult to acquire us by means of a merger, tender offer, proxy contest or otherwise. These provisions, as described below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us first to negotiate with us. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals because, among other things, negotiations with respect to such proposals could result in terms more favorable to us. Our restated certificate of incorporation and restated by-laws provide that the board of directors willcause shall be ~~divided into three classes of directors, with the term of each class expiring in a different year. Our restated by-laws provide that the number of directors will be fixed from time to time exclusively~~filled solely by the ~~board~~affirmative vote of ~~directors, but shall consist of not more than fifteen nor less than three directors. A~~a majority of the ~~board of~~remaining directors then in ~~office has~~office;

subject to the ~~sole authority to fill~~rights of the holders of any ~~vacancies on~~class or series of stock having a preference expressly vested in it, the ~~board~~removal of ~~directors. Our restated certificate of incorporation provides that directors may be removed only by~~a director requires the affirmative vote of holders of 75% of our outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class;

our bylaws may be amended only by a majority of our entire board of directors or by the affirmative vote of the holders of 75% of our outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class; and

unless a Business Combination (as defined below) shall have been approved by the affirmative vote of not less than a majority of the entire board of directors, any Business Combination shall require the affirmative vote of the holders of record of outstanding shares representing at least 75% of ~~the voting power of all of the then~~our outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. ~~Our restated certificate~~“Business Combination” means (a) any merger or consolidation of ~~incorporation provides that stockholder action can be taken only at an annual~~us or ~~special meeting~~any subsidiary; or (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of ~~stockholders and prohibits stockholder action~~transactions) of all or more than 10% of our total assets or the assets of any of our subsidiaries, as of the end of our recent fiscal year ending prior to the time the determination is made; or (c) the issuance or transfer by ~~written consent~~us or any of our subsidiaries (in one transaction or a series of transactions) of any securities of us or any subsidiary; or (d) the adoption of any plan or proposal for the liquidation or dissolution of us, or any spin-off or split-up of any kind of us or any subsidiary; or (e) any reclassification of securities (including any reverse stock split), or recapitalization of us, or any merger or consolidation of us with any subsidiary or any other transaction which has the effect, directly or indirectly, of increasing the percentage of the outstanding shares of (i) any class of equity securities of us or any subsidiary, or (ii) any class of securities of us or any subsidiary convertible into equity securities of the Corporation or any subsidiary; or (f) any agreement, contract or other arrangement providing for any one or more of the actions specified in ~~lieu~~clauses (a) through (e).

These provisions could prevent or delay a change of ~~a meeting. Our restated certificate~~control of ~~incorporation and restated by-laws provide that special meetings of stockholders can be called by the chairman of the~~us, changes in our board of directors or ~~pursuant to~~the consideration of a ~~resolution approved~~stockholder proposal until the next annual meeting.

for a procedure by ~~a majority~~which holders of ~~the total number of directors which we would have if there were no vacancies on the board of directors, or by the stockholders owning at least~~ 20% of ~~the~~our outstanding shares of stock entitled to vote atgenerally in the meeting. The business permitted to be conducted at any special meeting of stockholders is limited to the business brought before the meeting by the chairman of the board, or at the request of a majority of the whole boardelection of directors ~~or as specified in the stockholders'~~may call a special meeting;

for ~~such meeting. Our restated by-laws set forth~~ an advance notice procedure ~~with regard to~~for the nomination, other than by or at the direction of ~~the~~our board of directors, of candidates for election as directors, as well as for other stockholder proposals to be considered at annual meetings of stockholders; and

the bylaws may be amended only by a majority of our entire board of directors ~~and with regard to business brought before an annual meeting of stockholders. Our restated certificate of incorporation and restated by-laws contain provisions requiring~~(without stockholder consent) or by the affirmative vote of the holders of ~~at least~~ 75% of our outstanding shares of stock entitled to vote generally in the ~~voting stock,~~election of directors, voting together as a single ~~class, to amend certain~~class.

These provisions may preclude a third party from removing incumbent directors and gaining control of ~~the restated certificate of incorporation relating primarily to anti-takeover provisions and to the limitation of director liability. The restated certificate of incorporation empowers the~~our board of ~~directors, when considering~~directors. Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or ~~merger or acquisition proposal,~~otherwise attempting to take into account factors in addition to potential economic benefits to stockholders. Such factors may include: o comparison of the proposed consideration to be received by stockholders in relation to the then current market price of the capital stock, our estimated current value in a freely negotiated transaction, and our estimated future value as an independent entity; o the impact of such a transaction on ou customers and employees, and its effect on the communities in which we operate; and o our ability to fulfill our objectives under applicable statutes and regulations. Our restated certificate of incorporation prohibits us from purchasing any sharesgain control of our stock from any person, entity or group that beneficially owns 5% or more of our voting stock at a price exceeding the average closing price for the twenty trading business days prior to the purchase date, unless a majority of our disinterested stockholders approve the transaction. This restriction on purchases by us does not apply to any offer to purchase shares of a class of our stock which is made on the same terms and conditions to all holders of that class of stock, to any purchase of stock owned by such a 5% stockholder occurring more than two years after such stockholder's last acquisition of our stock, to any purchase of our stock in accordance with the terms of any stock option or employee benefit plan, or to any purchase at prevailing market prices pursuant to a stock purchase program. Our restated certificate of incorporation contains a provision requiring the affirmative vote of the holders of at least 75% of the voting stock, voting together as a single class, to approve any business combination not approved by the affirmative vote of a majority of the total number of directors. This requirement is in addition to the requirements of company.

Section 203 of the Delaware General Corporation ~~Law. CMGI, INC. CMGI is~~Law, or DGCL, generally prohibits a ~~leading global Internet company. Our strategy is~~publicly-held Delaware corporation from engaging in an acquisition, asset sale or other transaction resulting in a financial benefit to ~~create~~any person who, together with affiliates and associates, owns, or ~~acquire, and then operate, companies that can fulfill our vision~~within three years did own, 15% or more of a ~~personalized, content and service-rich Internet that is easy to use and accessible globally. We focus on four key areas~~corporation’s voting stock. The prohibition continues for a period of three years after the date of the Internet from both a business-to-business and business-to-consumer perspective: o interactive marketing and advertising solutions; o enabling tools and infrastructure technologies; o content and community; and o e-commerce. We believe that our networktransaction in which the person becomes an owner of over 75 operating and venture companies benefit from CMGI's operational expertise, strategic guidance and resources. They also benefit from the exchange of experiences and best practices with each other. We foster a collaborative environment that encourages a sharing of ideas among our companies. We also facilitate intra-network relationships and seek to leverage our strategic partners to accelerate the growth of our network companies. We believe that our network of companies provides us with insights into emerging market needs and position us to continue to be a driving force behind the evolution15% or more of the ~~Internet. Our principal executive office~~corporation’s voting stock, unless the business combination is ~~located at 100 Brickstone Square, Andover, Massachusetts 01810 and our telephone number is (978) 684-3600. References~~approved in ~~this prospectus~~a prescribed manner. The statute could prohibit, delay, defer or prevent a change in control with respect to our Web site address or those of our network companies are textual references only. The information contained on these Web sites is not a part of this prospectus supplement. CMGI, CMGI Solutions, CMGion, @Ventures, CMGI Creating Net Value, Creating Net Value and Worldwide Points are our servicemarks or those of our subsidiaries. This prospectus also contains other trademarks, servicemarks and trade names that are the property of our network companies or other parties. USE OF PROCEEDS We will not receive any proceeds from the sale of the shares ofcompany.

Our common stock ~~being sold by~~is listed on The NASDAQ Global Select Market under the ~~selling stockholders pursuant to this prospectus.~~ symbol “MLNK.”

The selling stockholders will receive all of the net proceeds from any sale of the shares of common stock being sold by the selling stockholders pursuant to this prospectus. The selling stockholders will pay any underwriting discountstransfer agent and ~~commissions and expenses incurred by the selling stockholders~~registrar for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants. THE SELLING STOCKHOLDERS The consideration paid to the former stockholders of Tallan, Inc. for our purchase of a controlling interest in Tallan, Inc. on March 31, 2000 included three promissory notes. One note, in the principal amount of $241,794,649.00, matures on September 30, 2000 and two notes, in the aggregate principal amount of $135,101,879.00, mature on December 31, 2000. Each promissory note allows us to extend the maturity date by up to 30 days. We have the option, on or before maturity of the notes, of paying some or all of the principal and interest owed on the notes in our common stock. We put these notes in escrow on behalf of the former Tallan, Inc. stockholders, pending payment on or before maturity of the notes and, in the case of one of the notes maturing on December 31, 2000 in the principal amount of $50,000,000.00, the resolution of indemnification claims, if any. This prospectus registers for resale by the former stockholders of Tallan, Inc. the shares of our common stock is American Stock Transfer & Trust Co. We plan to retain the same transfer agent and registrar for any series of our preferred stock.

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the warrants that we may offer and sell under this prospectus and any related warrant agreements and warrant certificates. While the terms we have summarized below will apply generally to any warrants offered, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement, which may differ from the terms we describe below.

We may issue, ~~upon repayment of these notes. The following table sets forth,~~and we may offer and sell, together with other securities or separately, warrants to purchase our ~~knowledge, the name and number of shares of our~~preferred stock, debt, common stock ~~beneficially owned by each~~or other securities. Warrants may be issued directly to the purchasers of the ~~selling stockholders. Beneficial ownership is determined~~

warrants or under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as set forth in ~~accordance~~the applicable prospectus supplement. A warrant agent will act solely as our agent in connection with the ~~rules~~warrants of the ~~SEC,~~series being offered and ~~includes voting~~will not assume any obligation or ~~investment power~~relationship of agency or trust for or with ~~respect to shares. Shares~~any holders or beneficial owners of ~~common stock issuable under stock options~~warrants The prospectus supplement will describe, among other things, the following terms, where applicable, of warrants that we may offer:

the title of the warrants;

the designation, amount and terms of the securities for which the warrants are exercisable ~~within 60 days after August [ ], 2000 are deemed outstanding for computing~~and the ~~percentage ownership~~procedures and conditions relating to the exercise of such warrants;

the designation and terms of the ~~person holding~~other securities, if any, with which the ~~options but~~warrants are ~~not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated below,~~ to ~~our knowledge, all persons named in the table have sole voting~~be issued and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person named below. The table has been prepared on the basis of the information furnished to us by or on behalf of the selling stockholders. As of August 11, 2000 there were approximately 296,690,881 shares of CMGI common stock outstanding.

(1) We do not know when or in what amounts a selling stockholder may offer shares for sale. The selling stockholders may sell any or all of the shares offered by this prospectus. Because the selling stockholders may offer all or some of the shares pursuant to this offering, we cannot estimate the number of warrants issued with each such security;

the ~~shares that~~price or prices at which the warrants will be ~~held by~~issued and any terms for the ~~selling stockholders after completion~~adjustment of the ~~offering. The common stock being registered is subject to a Trading Day Limit Agreement which restricts~~ price or prices;

the aggregate number of warrants;

any provisions for adjustment of the number or amount of ~~shares any selling stockholder can sell in one day and which provides a limited time window in~~securities receivable upon exercise of the warrants;

the price or prices at which the ~~selling stockholder can enter into an arrangement that transfers to another any~~securities purchasable upon exercise of the ~~consequences of ownership of those shares. For purposes of this table, we have assumed that, after completion~~warrants may be purchased, including provisions for adjustment of the ~~offering, none~~exercise price of the ~~shares covered by this prospectus~~warrant;

if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be ~~held by the selling stockholders. (2) Except for those individuals designated by reference to this footnote, none~~separately transferable;

if applicable, a discussion of the ~~selling stockholders has held any position or office with, or has otherwise had a~~ material relationship with, us, Tallan, and/or any of our other subsidiaries within the past three years, except that the selling stockholders indicated have been employed by us and/or Tallan. PLAN OF DISTRIBUTION The consideration paidU.S. federal income tax considerations applicable to the former stockholders of Tallan, Inc. for our purchase of a controlling interest in Tallan, Inc. on March 31, 2000 included three promissory notes. One note, in the principal amount of $241,794,649.00, matures on September 30, 2000 and two notes, in the aggregate principal amount of $135,101,879.00, mature on December 31, 2000. Each promissory note allows us to extend the maturity date by up to 30 days. We have the option, on or before the maturityexercise of the ~~notes, of paying some or all~~warrants;

any other terms of the ~~principal~~warrants, including terms, procedures and ~~interest owed on~~limitations relating to the ~~notes in our common stock. We put these notes in escrow on behalf~~exchange and exercise of the former Tallan, Inc. stockholders, pending payment on or before maturity and, in the case of one of the notes maturing on December 31, 2000 in the principal amount of $50,000,000.00, the resolution of indemnification claims, if any. Upon payment of the note maturing on December 31, 2000 in the principal amount of $50,000,000.00, shares of our common stock equal in value to any indemnification claims then pending will remain in escrow until those claims are resolved. Additionally, common stock issued in payment of all three notes is subject to a Trading Day Limit Agreement between us and the selling stockholders. Under this agreement, the selling stockholder can, on any single day on which Nasdaq is open for trading, sell only up to 10% of the total shares issued to the selling stockholder upon payment of any of the notes. In addition, the selling stockholder can, beginning on warrants;

the date on which the ~~selling stockholder is issued shares upon payment~~right to exercise the warrants shall commence, and the date on which the right shall expire; and

the maximum or minimum number of warrants which may be exercised at any time.

Before exercising their warrants, holders of warrants will not have any of the ~~notes and ending ten trading days thereafter, enter into a swap, hedge, collar, short sale or other arrangement that transfers to another any~~rights of holders of the ~~consequences~~securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

Each warrant will entitle the holder thereof to purchase for cash the amount of ~~those~~debt securities or number of shares ~~for that period. This~~of preferred stock or common stock at the exercise price as will in each case be set forth in, or be determinable as set forth in, the applicable prospectus ~~relates~~supplement. Warrants may be exercised at any time up to the ~~offer~~close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Warrants may be exercised as set forth in the applicable prospectus supplement relating to the warrants offered thereby. Upon receipt of payment and ~~resale~~the warrant certificate properly completed and duly executed at the corporate trust office of the ~~shares~~warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of ~~our common stock described herein~~the warrants represented by the ~~selling stockholders. For purposes hereof,~~warrant certificate are exercised, a new warrant certificate will be issued for the term "selling stockholders" includes donees, pledgees, distributees, transferees or other successors-in-interest, including, without limitation, their respective affiliates and limited or general partners, allremaining warrants.

Enforceability of ~~which are referred to as a group below as transferees, or certain counterparties to derivatives transactions with the selling stockholders or transferees. The selling stockholders~~Rights of Holders of Warrants

Each warrant agent will act ~~independently~~solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of ~~us in making decisions~~agency or trust with ~~respect~~any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the ~~timing, manner~~consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and ~~size~~receive the securities purchasable upon exercise of, ~~each sale. The selling stockholders~~that holder’s warrants.

We may ~~sell the shares offered hereby from time to time, subject to the Trading Day Limit Agreement,~~issue debt securities in one or more ~~transactions (which~~distinct series. This section summarizes the terms of the debt securities that are common to all series. Most of the financial terms and other specific terms of any series of debt securities that we offer will be described in a prospectus supplement to be attached to the front of this prospectus. Since the terms of specific debt securities may ~~involve block transactions)~~differ from the general information we have provided below, if any information contained in a prospectus supplement contradicts the information below, you should rely on ~~Nasdaq~~information in the prospectus supplement.

As required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called an “indenture”. An indenture is a contract between us and a financial institution acting as trustee of holders of the debt securities on behalf of the holders of the debt securities. The trustee has two main roles. First, the trustee can enforce the rights of holders of the debt securities against us if we default. There are some limitations on the extent to which the trustee acts on behalf of holders of the debt securities, described later under “—Events of Default.” Second, the trustee performs certain administrative duties for us.

The debt securities will be either senior debt securities or subordinated debt securities. We will issue the senior debt securities under a senior indenture between us and a trustee. We will issue the subordinated debt securities under a subordinated indenture between us and the same or another trustee. The senior indenture and the subordinated indenture are collectively referred to in this prospectus as the indenture, and each of the trustee under the senior indenture and the trustee under the subordinated indenture are referred to in this prospectus as the trustee. Unless otherwise specified in a prospectus supplement the debt securities will be direct unsecured obligations of ModusLink Global Solutions.

Because this section is a summary, it does not describe every aspect of the debt securities or the indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of debt securities. For example, in this section, we use capitalized words to signify terms that are specifically defined in the indenture. Some of the definitions are repeated in this prospectus, but for the rest you will need to read the indenture. We have filed the form of the indenture as an exhibit to the registration statement that we have filed with the SEC. See “Where You Can Find More Information,” below, for information on how to obtain a copy of the indenture. In addition, most of the financial terms and other specific terms of any series of debt securities that we offer will be described in the applicable prospectus supplement.

Each series of debt securities, unless otherwise specified in the prospectus supplement, will be unsecured obligations of ModusLink Global Solutions. Any senior unsecured debt securities that we issue will rank equally with all other unsecured and unsubordinated indebtedness of us. Any subordinated debt securities that we issue will be expressly subordinated in right of payment to the prior payment in full of our senior indebtedness. In addition, unless otherwise specified in the applicable prospectus supplement, the debt securities will be structurally subordinated to all existing and future liabilities, including trade payables, of our subsidiaries, and the claims of creditors of those subsidiaries, including trade creditors, will have priority as to the assets and cash flows of those subsidiaries.

Any debt securities proposed to be sold under this prospectus and the attached prospectus supplement (“offered debt securities”) and any debt securities issuable upon conversion or exchange of other offered securities (“underlying debt securities”), may be issued under the indenture in one or more series.

You should read the prospectus supplement for the terms of the offered debt securities, including the following:

the title of the debt securities and whether the debt securities will be senior debt securities or subordinated debt securities of ModusLink Global Solutions;

the total principal amount of the debt securities and any limit on the total principal amount of debt securities of the series;

the price or prices at which ModusLink Global Solutions will offer the debt securities;

if not the entire principal amount of the debt securities, the portion of the principal amount payable upon acceleration of the maturity of the debt securities or how this portion will be determined;

the date or dates, or how the date or dates will be determined or extended, when the principal of the debt securities will be payable;

the interest rate or rates, which may be fixed or variable, that the debt securities will bear, if any, or how the rate or rates will be determined, the date or dates from which any interest will accrue or how the date or dates will be determined, the interest payment dates, any record dates for these payments and the basis upon which interest will be calculated, if other than that of a 360-day year of twelve 30-day months;

any optional redemption provisions;

any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;

if other than U.S. dollars, the currency or currencies of the debt securities;

whether the amount of payments of principal, premium or interest, if any, on the debt securities will be determined with reference to an index, formula or other method, which could be based on one or more currencies, commodities, equity indices or other indices, and how these amounts will be determined;

the place or places, if any, other ~~market on~~than or in addition to The City of New York, of payment, transfer, conversion and/or exchange of the debt securities;

if the denominations in which ~~our common stock may from time to time~~the offered debt securities will be ~~trading, in privately-negotiated transactions, through the writing~~issued are other than denominations of ~~options on the shares, short sales~~$1,000 or any ~~combination thereof. The sale price~~integral multiple of $1,000;

the applicability of defeasance provisions of the indenture and any provisions in modification of, in addition to, or in lieu of, any of these provisions;

any provisions granting special rights to the ~~public~~holders of the debt securities upon the occurrence of specified events;

any changes or additions to the events of default or covenants contained in the indenture;

whether the debt securities will be convertible into or exchangeable for any other securities and the applicable terms and conditions;

subordination provisions, if any, that will apply, to the extent different from those set forth below;

the form of note or other instrument representing the debt if not issued in book entry form; and

any other terms of the debt securities.

The supplemental indenture with respect to any particular series of debt securities may contain covenants including, without limitation, covenants restricting or limiting:

the incurrence of additional debt by us and our subsidiaries;

the making of various payments, including dividends, by us and our subsidiaries;

our business activities and those of our subsidiaries;

the issuance of other securities by our subsidiaries;

sale-leaseback transactions;

transactions with affiliates;

a change of control;

the incurrence of liens; and

mergers and consolidations involving us and our subsidiaries.

For purposes of this prospectus, any reference to the payment of principal of or premium or interest, if any, on debt securities will include additional amounts if required by the terms of the debt securities, subject to the maximum offering amount under this prospectus.

The indenture does not limit the amount of debt securities that may be ~~the market price for our common stock prevailing at the time of sale, a price related to such prevailing market price, at negotiated prices or such other price as the selling stockholders determine~~issued thereunder from time to time. The ~~shares~~indenture also provides that there may ~~also~~ be ~~sold pursuant~~more than one trustee thereunder, with respect to ~~Rule 144~~one or more different series of indenture securities. See “—Resignation of Trustee,” below. At a time when two or more trustees are acting under the ~~Securities Act. The selling stockholders~~indenture, each with respect to only certain series, the term “indenture securities” means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.

We have the ~~sole discretion~~ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created.

Each series of our debt securities will bear interest at a fixed or variable rate per annum shown on the front cover of the prospectus supplement under which that series is issued.

The senior debt securities will rank equally in right of payment with all of our other senior and unsubordinated debt and senior in right of payment to any of our subordinated debt, including the subordinated debt securities. The senior debt securities will be effectively subordinated to all of our secured debt and to all debt, including trade debt, of our subsidiaries. We will disclose the amount of our secured debt in the prospectus supplement.

The subordinated debt securities will rank junior in right of payment to all of our senior indebtedness. Senior indebtedness will be defined to include all notes or other evidences of debt not ~~to accept any purchase offer or make any sale of shares if they deem the purchase price~~expressed to be ~~unsatisfactory at~~subordinate or junior in right of payment to any ~~particular time.~~of our other debt. The ~~selling stockholders~~debt will be structurally subordinated to all debt, including trade debt, of our subsidiaries.

If the offered securities are subordinated debt securities, the supplemental indenture may ~~also sell~~provide that no cash payment of principal, interest and any premium on the ~~shares, subject~~subordinated debt securities may be made:

if we fail to pay when due any amounts on any senior indebtedness;

if our property is, or we are, involved in any voluntary or involuntary liquidation or bankruptcy; and

in other instances specified in the supplemental indenture.

If any series of our debt securities are convertible or exchangeable, the applicable prospectus supplement will specify:

the type of securities into which it may be converted or exchanged;

the conversion price or exchange ratio, or its method of calculation; and

how the conversion price or exchange ratio may be adjusted if our debt securities are redeemed.

Unless otherwise specified in the applicable prospectus supplement, the following will be events of default with respect to any series of debt securities:

default for 30 days in the payment when due of interest on the debt securities;

default in payment when due of the principal of or any premium on the debt securities;

default in the performance or breach of various covenants after applicable notice and/or grace period; and

various events of bankruptcy or insolvency with respect to us.

The applicable prospectus supplement will describe any additional events of default.

If an event of default occurs with respect to debt securities of a series then outstanding and is continuing, then the trustee or the holders of not less than 25% in principal amount of the debt securities of that series then outstanding, by a notice in writing to ModusLink Global Solutions (and to the ~~Trading Day Limit Agreement, directly to market makers acting~~trustee if given by the holders), may, and the trustee at the request of such holders shall, declare the principal amount (or, if the debt securities of that

series are original issue discount securities, such portion of the principal amount as ~~principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers~~ may ~~receive compensation~~be specified in the ~~form~~terms of ~~discounts, concessions or commissions from the selling stockholders and/or the purchasers~~that series) of, shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). Market makerspremium, if any, and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. There can be no assurance thataccrued interest on all ~~or any part~~ of the ~~shares offered hereby will~~debt securities of that series to be ~~issued to, or sold by,~~due and payable immediately, and the ~~selling stockholders. The selling stockholders~~same (or specified portion thereof) shall become immediately due and ~~any brokers, dealers, or agents, upon effecting the sale~~payable. A declaration of ~~any of the shares offered hereby, may be deemed "underwriters" as that term is defined~~default under the ~~Securities Act~~indenture or ~~the Exchange Act, or the rules~~under other payment obligations could give rise to cross-defaults and ~~regulations thereunder. The selling stockholders may enter into hedging transactions with broker-dealers~~acceleration with respect to the ~~shares~~debt securities or such other payment obligations.

At any time after a declaration of acceleration with respect to debt securities of any series (or of all series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by the trustee as provided in the indenture, the holders of a majority in principal amount of the debt securities of that series (or of all series, as the case may be) then outstanding, by written notice to ModusLink Global Solutions and the trustee, may rescind such declaration and its consequences under the circumstances specified in the applicable debenture.

The indenture will provide that no such rescission shall affect any subsequent default or impair any right consequent thereon.

With respect to the debt securities of any series, the holders of not less than a majority in principal amount of the debt securities of such series then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, provided that:

such direction shall not be in conflict with any rule of law or with the indenture;

the trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction; and

the trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the holders of debt securities of such series not consenting.

No holder of any debt security of any series or any related coupons shall have any right to institute any proceeding, judicial or otherwise, with respect to the indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

the holder has previously given written notice to the trustee of a continuing event of default with respect to the debt securities of that series;

the holders of not less than 25% in principal amount of the debt securities of that series then outstanding shall have made written request to the trustee to institute proceedings in respect of the event of default in its own name as trustee under the indenture;

such holder or holders have offered to the trustee indemnity reasonably satisfactory to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

the trustee for 60 days after its receipt of such notice, request and offer of indemnity, has failed to institute any such proceeding; and

no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority or more in principal amount of the debt securities of that series then outstanding.

However, no holder of a debt security has the right under the indenture to affect, disturb or prejudice the rights of any other holders of debt securities of the same series, or to obtain or to seek to obtain priority or preference over any other of such holders or to enforce any right under the indenture, except in the manner provided in the indenture and for the equal and ratable benefit of all holders of debt securities of the same series.

Every year we will be required to deliver to the trustee a certificate as to our performance of our obligations under the indenture and as to any defaults.

Unless otherwise specified in the applicable prospectus supplement, the indenture will provide that we may not:

consolidate with or merge into any other person or entity or permit any other person or entity to consolidate with or merge into us in a transaction in which we are not the surviving entity, or

transfer, lease or dispose of all or substantially all of our assets to any other person or entity unless:

Unless otherwise specified in the applicable prospectus supplement, the indenture will provide that ModusLink Global Solutions and the trustee may amend or supplement the indenture or the debt securities without notice to or the consent of any holder for clarification, corrections, and legal compliance purposes, including as follows:

to cure any ambiguity, defect or inconsistency;

to provide for uncertificated debt securities in addition to or in place of certificated debt securities;

to make any change that does not adversely affect the interests thereunder of any holder;

to qualify the indenture under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, or to comply with the requirements of the SEC in order to maintain the qualification of the indenture under the Trust Indenture Act;

to evidence the succession of another person to ModusLink Global Solutions and that person’s assumption of ModusLink Global Solutions’s covenants;

to add to ModusLink Global Solutions’s covenants;

to add any additional events of default;

to secure the debt securities;

to establish the form or terms of debt securities;

to evidence the appointment of a successor trustee under the indenture;

to close the indenture with respect to authentication and delivery of additional series of debt securities; or

to supplement the indenture in order to permit the defeasance and discharge of any series of debt securities.

The indenture will provide that ModusLink Global Solutions and the trustee may make modifications and amendments to the indenture, and waive past defaults, with the consent of the holders of not less than a majority in aggregate principal amount at maturity of the outstanding debt securities in a series; provided, however, that no such modification or amendment may, without the consent of each holder affected thereby,

change the stated maturity of the principal of, or any installment of interest on, any debt security;

reduce the principal amount of, or premium, if any, or interest on, any debt security;

reduce the amount of a debt security’s principal that would be due and payable upon a declaration of acceleration, following a default:

change the place of payment of, the currency of payment of principal of, or premium, if any, or interest on, any debt security;

impair the right to institute suit for the enforcement of any payment on or after the stated maturity (or, in the case of a redemption, on or after the redemption date) of any debt security;

adversely affect any right to convert or exchange any debt security that is convertible or exchangeable; or

reduce the stated percentage of outstanding debt securities the consent of whose holders is necessary to modify, or amend the indenture or waive a past default.

Any issued debt securities and the indenture will be governed by the laws of the state of New York.

The indenture will provide that, except during the continuance of an event of default or default, the trustee will not be liable, except for the performance of such duties as are specifically set forth in such indenture. If an event of default has occurred and is continuing, the trustee will use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The indenture and provisions of the Trust Indenture Act incorporated by reference in the indenture contain limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The trustee is permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest, it must eliminate such conflict or resign.

The following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that the provisions of covenant defeasance and full defeasance will not be applicable to that series.

The indenture will provide that we will be deemed to have paid and will be discharged from any and all obligations in respect of any issued series of debt securities and the provisions of the indenture or will be released

from our obligations to comply with covenants relating to those debt securities as described above or in the applicable prospectus supplement, (which may include obligations concerning subordination of our subordinated debt securities) if, among other things:

we have irrevocably deposited with the trustee, in trust, money and/or U.S. Government Obligations (as defined in the indenture) that through the payment of interest and principal in respect of those monies and/or U.S. Government Obligations in accordance with their terms, will provide money in an amount sufficient to pay the principal of, premium, if any, and interest, if any, on the series of debt securities on the stated maturity of such payments and any applicable sinking fund or analogous payments in accordance with the terms of the ~~Trading Day Limit Agreement. In connection with these transactions, broker- dealers may engage~~indenture and the debt securities;

such defeasance shall not result in ~~short sales~~a breach, or constitute a default, under the indenture or any other material agreement of ModusLink Global Solutions;

we have delivered to the trustee either (i) an opinion of counsel to the effect that holders will not recognize additional income, gain or loss for U.S. federal income tax purposes as a result of ModusLink Global Solutions’s exercise of the ~~shares~~defeasance or covenant defeasance, or (ii) a ruling directed to the trustee received from the Internal Revenue Service to the same effect as the aforementioned opinion of counsel; and

ModusLink Global Solutions has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all the conditions precedent to full defeasance have been complied with.

In the event we exercise our option to omit compliance with certain covenants and provisions of the indenture with respect to a series of debt securities and the debt securities are declared due and payable because of the occurrence of an event of default that remains applicable, the amount of money and/or U.S. Government Obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities at the time of the acceleration resulting from such event of default, however, we will remain liable for such payments.

We cannot defease our obligations to register the transfer or exchange of our debt securities; to replace our debt securities that have been stolen, lost or mutilated; to maintain paying agencies; or to hold funds for payment in trust. We may not defease our obligations if there is a continuing event of default on securities issued under the applicable indenture, or if depositing amounts into trust would cause the trustee to have conflicting interests with respect to other of our securities.

Each trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to these series. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under one of the indentures, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.

We may issue debt securities as registered securities in book-entry form only. A global security represents one or any other number of individual debt securities. All debt securities represented by the same global security have the same terms.

Each debt security issued in book-entry form will be represented by a global security that we deposit with and register in the ~~course~~name of hedging the positions they assume with the selling stockholders. The selling stockholders may also sell the shares short and redeliver the shares to close out the short positions. The selling stockholders may also enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the shares. The selling stockholders may also loan or pledge the shares to a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all debt securities issued in book-entry form.

A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. As a ~~broker-dealer~~result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that has an account with the depositary. Thus, an investor whose security is represented by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security.

As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds the global security will be considered the holder of the debt securities represented by the global security.

If debt securities are issued only in the form of a global security, an investor should be aware of the following:

an investor cannot cause the debt securities to be registered in his or her name, and cannot obtain certificates for his or her interest in the debt securities, except in the special situations we describe below;

an investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities;

an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way;

DTC requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security; and

financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt security. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

Generally, a global security will be terminated and interests in it will be exchanged for certificates in non-global form, referred to as certificated securities only in the following instances:

if the depositary notifies us and the trustee that it is unwilling or unable to continue as depositary for that global security;

if the depositary ceases to be a clearing agency and we do not appoint another institution to act as depositary within 90 days;

if we determine that we wish to terminate that global security; or

if an event of default has occurred with regard to the debt securities represented by that global security and has not been cured or waived, and the owner of beneficial interests in the global security requests that certificated securities be delivered; we discuss defaults above under “Events of Default.”

The prospectus supplement may list situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement. If a global security is terminated, only the depositary, and not we or the ~~broker-dealer~~applicable trustee, is responsible for deciding the names of the institutions in whose names the debt securities represented by the global security will be registered and, therefore, who will be the holders of those debt securities.

Unless specified otherwise in a prospectus supplement, in the event certificated registered debt securities are issued, the holders of certificated registered debt securities will be able to receive payments of principal and of interest on their debt securities at the office of the paying agent. All payments of interest may be received at the offices of such paying agent upon presentation of certificated debt securities and all payments of principal may be received at such offices upon surrender of the debt securities. We also have the option of mailing checks or making wire transfers to the registered holders of the debt securities. Unless specified otherwise in a prospectus supplement, we will maintain a paying agent for the debt securities in The City of New York at all times that payments are to be made in respect of the debt securities and, if and so long as the debt securities remain outstanding.

The selling stockholder named in the table below may from time to time on a delayed or continuous basis offer and sell pursuant to this prospectus and any applicable prospectus supplement the shares ~~loaned or upon a default~~set forth in the ~~financial institution or the broker-dealer may effect sales of the pledged shares.~~table below. The selling ~~stockholders, alternatively,~~stockholder may sell all, a portion or ~~any part~~none of the shares ~~subject to~~included in the ~~Trading Day Limit Agreement,~~table below at any time. The information regarding shares beneficially owned after the offering assumes the sale of all shares offered ~~hereby through an underwriter. No~~by the selling stockholder.

The selling stockholder has ~~entered into any agreement with a prospective underwriter and there is no assurance~~advised the Company that ~~any such agreement will be entered into. If~~notwithstanding its inclusion as a selling stockholder ~~enters into such an agreement or agreements, the relevant details will be set forth~~ in ~~a supplement or revision to this prospectus. To the extent required, we will amend or supplement~~ this prospectus, it may continue to ~~disclose material arrangements regarding~~evaluate whether to make purchases of the ~~plan of distribution. To comply~~Company’s common stock. Such purchases, if any, would be in accordance with the securities laws of certain jurisdictions, the shares offered by this prospectus may need to be offered or sold in such jurisdictions only through registered or licensed brokers or dealers. Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares of common stock covered by this prospectus may be limited in their ability to engage in market activities with respect to such shares. The selling stockholders, for example, will be subject to applicable provisions of the ~~Securities~~ Exchange Act ~~of 1934~~ and the rules and regulations under ~~it,~~the Exchange Act, including ~~without limitation,~~ Regulation M,M. We may amend or supplement this prospectus from time to time in the future to update or change this selling security holder list and the securities that may be resold.

For purposes of this table, beneficial ownership is determined by rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares over which ~~provisions~~the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after February 25, 2015, through the exercise of any stock option or other right.

We and/or a selling stockholder may ~~restrict certain activities~~sell the securities in and outside the United States through underwriters or dealers, directly to purchasers, including our affiliates, through agents, or through a combination of any of these methods. The selling stockholder may be deemed to be an underwriter, as defined in Section 2(a)(11) of the Securities Act of 1933, as amended. The prospectus supplement will include the following information:

the terms of the offering;

the names of any underwriters, dealers or agents;

the name or names of any managing underwriter or underwriters;

the purchase price of the securities;

the net proceeds from the sale of the securities;

any delayed delivery arrangements;

any underwriting discounts, commissions and other items constituting underwriters’ compensation;

any public offering price;

any discounts or concessions allowed or reallowed or paid to dealers;

any commissions paid to agents; and

the terms of any arrangement entered into with any dealer or agent.

If underwriters are used in the sale of any of these securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more

managing underwriters or directly by one or more firms acting as underwriters. Unless we and/or the selling ~~stockholders~~stockholder inform you otherwise in any prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue these activities at any time.

If dealers are used in the sale of securities, we and/or the selling stockholder will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We and/or the selling stockholder will include in the prospectus supplement the names of the dealers and the terms of the transaction.

The selling stockholder is subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares of common stock offered in this prospectus by the selling stockholder. The anti-manipulation rules under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and its affiliates. Furthermore, ~~under~~ Regulation M ~~persons~~may restrict the ability of any person engaged in athe distribution of the shares to engage in market-making activities for the particular securities ~~are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities~~being distributed for a ~~specified~~ period of ~~time prior~~up to five business days before the ~~commencement of such distributions, subject to specified exceptions or exemptions.~~distribution. The ~~foregoing~~restrictions may affect the marketability of the shares ~~offered by this prospectus.~~ and the ability of any person or entity to engage in market-making activities for the shares.

We ~~have agreed~~and/or the selling stockholder may sell the securities directly, and not through underwriters or agents. Securities may also be sold through agents designated from time to ~~pay certain expenses~~time. In the prospectus supplement, we and/or the selling stockholder will name any agent involved in the offer or sale of the ~~offering~~offered securities, and ~~issuance~~we and/or the selling stockholder will describe any commissions payable to the agent. Unless we and/or the selling stockholder inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

We and/or the selling stockholder may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act, as amended, or the Securities Act, with respect to any sale of those securities. We and/or the selling stockholder will describe the terms of any such sales in the prospectus supplement.

The selling stockholder is a limited partnership. To the extent that it makes a pro rata in-kind distribution of the shares ~~covered by this prospectus, including the printing, legal and accounting expenses we incur and~~of common stock to its partners pursuant to the registration and filing fees imposed by the SEC or Nasdaq. We will not pay brokerage commissions or taxes associated with sales by the selling stockholders. We will not terminate the Registration Statementstatement of which this prospectus ~~constitutes~~is a part ~~prior~~by delivering a prospectus and such partners are not affiliates of ours, such partners would thereby receive freely tradable shares of common stock pursuant to ~~March 31, 2000, except~~the distribution.

If we and/or the selling stockholder so indicate in the ~~event that all~~prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the ~~shares covered by this~~public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

We and/or the selling stockholder may have ~~been disposed of pursuant to and in accordance~~agreements with the ~~Registration Statement. LEGAL MATTERS The~~agents, dealers and underwriters to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters may be customers of, engage in transactions with or perform services for, us and/or the selling stockholder in the ordinary course of their businesses.

Unless otherwise indicated in the applicable prospectus supplement, the validity of the ~~issuance of the common stock covered by this prospectus~~securities offered hereby will be passed upon for ~~CMGI~~us by ~~Skadden, Arps, Slate, Meagher~~Morgan, Lewis & ~~Flom~~Bockius LLP, ~~Boston, Massachusetts, counsel for CMGI in this transaction. EXPERTS Our~~New York, New York.

The consolidated financial statements of ModusLink Global Solutions, Inc. and subsidiaries as of July 31, 1999 and 1998, and for each of the years in the three-year period ended July 31, 1999 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon authority of said firm as experts in accounting and auditing. The financial statements of Flycast Communications Corporation as of December 31, 19992014, and for the year then ended, ~~have been incorporated by reference herein~~ and inmanagement’s assessment of the ~~registration statement in reliance on the report~~effectiveness of ~~KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon authority of said firm as experts in accounting and auditing. The~~internal control over financial ~~statements of AdForce, Inc.~~reporting as of ~~December~~July 31, 1999 and for the year then ended, have been incorporated by reference herein and in the registration statement in reliance on the report of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon authority of said firm as experts in accounting and auditing. The financial statements of AltaVista Company as of December 31, 1997 and 1998 and for each of the two years in the period ended December 31, 1997, and for the period from January 1, 1998 through June 11, 1998 and for the period from June 12, 1998 through December 31, 1998, the financial statements of Zip2 as of December 31, 1997 and 1998, and for each of the three years in the period ended December 31, 1998, and the financial statements of Shopping.com as of January 31, 1998 and 1999 and for each of the two years in the period ended January 31, 1999, incorporated in this prospectus by reference to the CMGI, Inc. Current Report on Form 8-K dated June 29, 1999 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given upon the authority of said firm as experts in auditing and accounting. The financial statements of Shopping.com as of the year ended January 31, 1997,2014, have been incorporated by reference herein in reliance ~~upon~~on the ~~report~~reports of ~~Singer Lewak Greenbaum & Goldstein~~BDO USA, LLP, independent ~~certified~~registered public ~~accountants,~~accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of ~~Flycast Communications Corporation~~ModusLink Global Solutions, Inc. and subsidiaries as of ~~December~~July 31, ~~1997 and 1998~~2013, and for each of the years in the ~~three-year~~two-year period ended ~~December~~July 31, 1998, incorporated by reference herein, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report which is incorporated by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The consolidated balance sheets of yesmail as of December 31, 1998 and 1999, and the related consolidated statements of operations, stockholders' (deficit) equity and cash flows for each of the years in the two- year period ended December 31, 1999,2013, have been incorporated by reference herein ~~and have been audited by Arthur Andersen~~in reliance on the report of KPMG LLP, independent ~~certified~~registered public ~~accountants, as indicated in their reports with respect thereto, and are~~accounting firm, incorporated ~~herein~~ by reference ~~in reliance~~herein, and upon the authority of said firm as experts in ~~giving said report. The financial statements of Tallan, Inc. as of December 31, 1998~~accounting and ~~1999 and for each~~auditing.

We are subject to the reporting requirements of the ~~three years in the period ended December 31, 1999 incorporated in this prospectus by reference~~Exchange Act and its rules and regulations. The Exchange Act requires us to the CMGI, Inc. Current Report on Form 8-K dated March 9, 2000 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given upon the authority of said firm as experts in auditing and accounting. Ernst & Young LLP, independent auditors, have audited the consolidated financial statements of AdForce, Inc. at December 31, 1997 and 1998, for the years ended December 31, 1998 and 1997 and for the period from January 16, 1996 (inception) to December 31, 1996 (not presented separately herein), as set forth in their report, which is included as an exhibit to this prospectus and registration statement. AdForce's financial statements are included as an exhibit in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing. Ernst & Young LLP, independent auditors, have audited the financial statements of uBid, Inc.at December 31, 1998 and 1999 and for the period from April 1, 1997 (inception) to December 31, 1997 and for the years ended December 31, 1998 and 1999, included in the Amendment No. 1 to the CMGI, Inc. Registration Statement on Form S-4 filed on March 27, 2000, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. The financial statements are incorporated by reference in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We file ~~annual, quarterly and special~~ reports, proxy ~~statements, information~~ statements and other information with the ~~Commission.~~SEC. You ~~can~~may inspect without charge any documents filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site,www.sec.gov, which contains reports, proxy and ~~copy~~information statements, and other information regarding issuers that file electronically with the SEC, including ModusLink Global Solutions.

We make available, free of charge on our Web site, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file these documents with, or furnish them to, the SEC. These documents are posted on our Web site at http://www.moduslink.com — select the “Investor Relations” link and then the “Annual Reports” and “SEC Filings” links.

We also make available, free of charge on our Web site, the charters of the Audit Committee, Human Resources and Compensation Committee, Nominating and Corporate Governance Committee, as well as the Code Conduct and Corporate Governance Guidelines. These documents are posted on our Web site at http://www.moduslink.com — select the “Investor Relations” link and then the “Governance” link.

Copies of any ~~such~~of the above-referenced documents will also be made available, free of charge, upon written request to: ModusLink Global Solutions, Inc., 1601 Trapelo Road, Suite 170, Waltham, Massachusetts 02451, Attention: Investor Relations, (781) 663-5000.

The SEC allows us to incorporate into this prospectus information we file with the Commission at the public reference facilities the Commission maintains at: Room 1024, Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 and at the SEC's Regional Offices located at: Suite 1400, Northwestern Atrium Center 500 West Madison Street Chicago, Illinois 60661 and 13th Floor, Seven World Trade Center New York, New York 10048 and you may also obtain copies of such material by mail, at prescribed rates, from the Public Reference Section of the Commission at: 450 Fifth Street, N.W. Washington, D.C. 20549 Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. The Commission also maintains a Web site on the World Wide Web, the address of which is http://www.sec.gov. That site also contains our annual, quarterly and special reports, proxy statements, information statements andSEC in other information. This prospectus is part of a registration statement filed by us with the Commission. It does not contain all the information included or incorporated by reference in the registration statement. The full registration statement can be obtained from the Commission as indicated above or from us. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Commission allows us to "incorporate by reference" information from other documents that we file with them, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be a part of this prospectus and information ~~that~~ we later file ~~later~~ with the ~~Commission~~SEC will automatically update and supersede this information. ~~We incorporate~~The documents we have incorporated by reference are:

Our Quarterly Report on Form 10-Q for the documents listed below and any future filings we make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the sale of all the shares of common stock covered by this prospectus: oquarterly period ended October 31, 2014, filed on December 10, 2014;

Our Annual Report on Form 10-K for the fiscal year ended July 31, ~~1999,~~2014, filed ~~with the Commission~~ on October ~~29, 1999; o Quarterly~~14, 2014;

Our Definitive Proxy Statement on Schedule 14A, filed on October 28, 2014 (those portions incorporated by reference into our Annual Report on Form 10-Q for the fiscal quarter ended October 31, 1999, filed with the Commission on December 15, 1999; o Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2000, filed with the Commission on March 16, 2000; o Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2000, filed with the Commission on June 14, 2000, as amended by the Quarterly Report on Form 10-Q/A filed with the Commission on July 11, 2000; o Current Report on Form 8-K (June 29, 1999) filed with the Commission on August 12, 1999; o Current Report on Form 8-K (August 18, 1999) filed with the Commission on September 2, 1999, as amended by the10-K);

Our Current Reports on Form ~~8-K/A (August 18, 1999)~~8-K filed with the Commission on November 1, 1999 and November 17, 1999; o Current Report on Form 8-K (September 3, 1999) filed with the Commission on September 3, 1999; o Current Report on Form 8-K (September 20, 1999) filed with the Commission on September 27, 1999; o Current Report on Form 8-K (September 23, 1999) filed with the Commission on October ~~1, 1999;~~14, 2014, December 12, 2014, December 31, 2014, January 5, 2015, January 22, 2015 and o Current Report on Form 8-K (December 15, 1999) filed with the Commission on December 17, 1999; o Current Report on Form 8-K (December 17, 1999) filed with the Commission on December 17, 1999 o Current Report on Form 8-K (January 12, 2000) filed with the Commission on January 24, 2000; o Current Report on Form 8-K (February 9, 2000) filed with the Commission on February 22, 2000; o Current Report on Form 8-K (February 14, 2000) filed with the Commission on March 3, 2000; o Current Report on Form 8-K (March 9, 2000) filed with the Commission on March 9, 2000; o Current Report on Form 8-K (March 9, 2000) filed with the Commission on March 10, 2000; o Current Report on Form 8-K (April 28, 2000) filed with the Commission on May 10, 2000; o Current Report on Form 8-K (March 10, 2000) filed with the Commission on May 25, 2000; o Current Report on Form 8-K (August 16, 2000) filed with the Commission on August 17, 2000; o Current Report on Form 8-K (August 18, 2000) filed with the Commission on August 18, 2000; o All of our filings pursuant to the Exchange Act after the date of filing the initial registration statement2, 2015; and ~~prior to effectiveness of the registration statement; and o~~

The description of our common stock contained in our registration statement on Form 8-A, ~~filed with the Commission on~~dated January 11, 1994, ~~(File No. 000-23262)~~as amended, and any other amendment or report filed for the purpose of updating such description.

All documents filed by ModusLink Global Solutions with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed incorporated by reference into this prospectus from the respective dates of filing such documents.

Any future filings ModusLink Global Solutions makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus are incorporated herein by reference until completion of the offering (excluding any portions of such filings that have been “furnished” but not “filed” for purposes of the Exchange Act). ~~You may~~Any statement contained in this prospectus or in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in those documents modifies or supersedes that statement. Any statement so modified or superseded will not be deemed to constitute a part of this prospectus except as so modified or superseded. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus do not purport to be complete, and, where reference is made to the particular provisions of such contract or other document, such provisions are qualified in all respects by reference to all of the provisions of such contract or other document.

We will provide a copy of the documents we incorporate by reference or refer to in this prospectus, at no cost, to any person that receives this prospectus. To request a copy of any or all of these ~~filings, at no cost, by writing~~documents, you should write or ~~telephoning~~telephone us ~~using the following contact information: Director,~~at: ModusLink Global Solutions, Inc., 1601 Trapelo Road, Suite 170, Waltham, Massachusetts 02451, Attention: Investor Relations, ~~CMGI, Inc. 100 Brickstone Square Andover, MA 01810 (978) 684-3600~~ (781) 663-5000.

You should rely only on the information incorporated by reference, provided in this prospectus or any supplement or that we have referred you to. We have not authorized anyone else to provide you with different information. You should not assume thatread the information in this prospectus together with the information in the documents incorporated by reference.

Until , 2015, all dealers that effect transactions in these securities, whether or ~~any supplement is accurate as of any date other than the date on the front of those documents. However, you should realize that the affairs of CMGI~~not participating in this offering, may ~~have changed since the date of this~~be required to deliver a prospectus. This ~~prospectus will not reflect such changes. You should not consider this prospectus to be an offer or solicitation relating~~is in addition to the ~~securities in any jurisdiction in which such an offer~~dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or solicitation relating to the securities is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation. subscriptions.

Item 14. ~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION [to be updated with CMGI~~Other Expenses of Issuance and ~~completed at filing]~~ Distribution

The following ~~table sets forth~~is an estimate, subject to future contingencies, of the expenses to be ~~borne~~incurred by ~~CMGI~~the Registrant in connection with the ~~offerings described in this registration statement. All such expenses other than~~issuance and distribution of the ~~Commission registration fee are estimates. Commission registration fee................................ $ 104,003 Legal~~securities being registered:

Item 15. Indemnification of Directors and ~~expenses.................................... $ 35,000 Accounting fees~~Officers

ModusLink Global Solution’s Certificate of Incorporation provides that all of our directors, officers, employees and expenses............................... $ 50,000 Miscellaneous fees and expenses (including listing fees, if applicable)........................................ $ 15,000 --------- Total.................................................. $ 204,003 --------- ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERSagents shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, ~~grants~~or DGCL. Article Ninth of our Certificate of Incorporation states that our Company shall, to the ~~registrant~~full extent permitted by Section 145 of the ~~power~~DGCL as amended from time to time, indemnify ~~each person who was~~all persons whom it may indemnify pursuant thereto against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, and amounts paid or ~~is a party or is threatened~~ to be ~~made a party to~~paid in settlement) incurred by an officer or director in defending any ~~threatened, pending~~civil, criminal, administrative, investigative or ~~completed~~other action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the registrant, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, provided, however, no indemnification shall be made in connection with any proceeding brought by or in the right of the registrant where the person involved is adjudged to be liable to the registrant except to the extent approved by a court. Article NINTH of the registrant's restated certificate of incorporation and Article VII of the registrant's restated by-laws provide that the registrant shall, to the fullest extent permitted by applicable law, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed, ~~action, suit or proceeding by reason~~including appeals.

In addition, we have entered into customary indemnity agreements with each of the fact that he is or was, or has agreed to become, a director or officer of the registrant, or is or was serving at the written request of the registrant, as a director, officer, trustee, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided for in Article NINTH of the registrant's restated certificate of incorporation and Article VII of the registrant's restated by-laws is expressly not exclusive of any other rights to which those seeking indemnification may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of such persons. Article VII of the registrant's restated by-laws also provides that the registrant shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant, as a director, trustee, partner, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against and incurred by such person in any such capacity. Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, Article EIGHTH of the registrant's restated certificate of incorporation eliminates a director's personal liability for monetary damages to CMGI and its stockholders for breaches of fiduciary duty as a director, except in circumstances involving a breach of a director's duty of loyalty to the registrant or its stockholders, acts or omissions not in good faith, or which involve intentional misconduct or knowing violations of the law, self-dealing or the unlawful payment of dividends or repurchase of stock. The registrant maintains an insurance policy on behalf of itself and certain of its subsidiaries, and on behalf of theour directors and ~~officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and~~executive officers. The registrant has entered into agreements with all of its directors affirming the registrant's obligation to indemnify them to the fullest extent permitted by law and providing various other protections. ITEM

Item 16. EXHIBITS Exhibit No. Description ----------- ----------- 3.1 Restated Certificate of Incorporation of CMGI, Inc. Filed as Exhibit 4.1 to CMGI Inc.'s registration statement on Form S-3 (File No. 333-85047) filed with the Commission on August 12, 1999. 3.1(a) Certificate of Designations, Preferences and Rights of Series D Preferred Stock. Filed as Exhibit 4.1 to CMGI Inc.'s Form 8-K filed with the Commission on September 2, 1999. 3.1(b) Amendment of Restated Certificate of Incorporation of CMGI, Inc. (dated May 5, 2000). Filed as Exhibit 3.1 to CMGI Inc.'s Form 10-Q filed with the Commission on June 14, 2000. 3.2 Restated by-laws of CMGI, Inc. Filed as Exhibit 3.1 to CMGI, Inc.'s registration statement on Form S-4 (File No. 333-92107) filed with the Commission on December 3, 1999. 4.3 The form of CMGI, Inc. common stock certificate. Filed as Exhibit 4.1 to CMGI, Inc.'s Form 10-K filed with the Commission on October 29, 1999. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP to be filed by amendment. 23.1 Consent of KPMG LLP, independent accountants to CMGI, Inc. 23.2 Consent of KPMG LLP, independent accountants (Flycast Communications) 23.3 Consent of KPMG LLP, independent accountants (AdForce) 23.4 Consent of PricewaterhouseCoopers LLP, independent accountants (AltaVista, Zip2, Shopping.com) 23.5 Consent of Singer Lewak Greenbaum & Goldstein LLP, independent auditors (Shopping.com) 23.6 Consent of Deloitte & Touche LLP, independent auditors (Flycast Communications) 23.7 Consent of Arthur Andersen LLP, independent auditors (yesmail.com) 23.8 Consent of PricewaterhouseCoopers LLP, independent accountants (Tallan) 23.9 Consent of Ernst & Young LLP, independent auditors (AdForce) 23.10 Consent of Ernst & Young LLP, independent auditors (uBid) 23.11 Consent of Skadden, Arps, Slate, Meagher & Flom LLP to be filed by amendment. 24.1 Power of Attorney (included on the signature page of this registration statement) 99.1 Audited balance sheets of AdForce, Inc. as of December 31, 1997 and 1998, and the related statements of operations, stockholders' equity and cash flows for the period from January 16, 1996 (inception) to December 31, 1996 and for the years ended December 31, 1997 and 1998 as filed in pages F-1 through F-25 of the Registrant's Registration Statement on Form S-4 (File No. 333-92139). 99.2 Audited balance sheets of uBid, Inc. as of December 31, 1998 and 1999, and the related statements of operations, cash flows and changes in stockholders' equity for the period from April 1, 1997 (Inception) to December 31, 1997 and the years ended December 31, 1998 and 1999 as filed in pages F-1 through F-16 of the Registrant's Registration Statement on Form S-4 (File No. 333-32158). ITEMExhibits.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of ~~1933;~~ 1933.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the ~~"Calculation~~“Calculation of Registration ~~Fee"~~Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs ~~(a)(1)~~(i), (ii) and ~~(a)(1)(ii)~~(iii) above do not apply if ~~the registration statement is on Form S-3, Form S-8 or Form F-3, and~~ the information required to be included in a post-effective amendment by those paragraphs is contained in ~~periodic~~ reports filed with or furnished to the Commission by the ~~registrant~~Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. ~~(2)~~

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. ~~(3)~~

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b) ~~The~~(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(v) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities the undersigned ~~registrant hereby~~Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(vi) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(vii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(viii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(ix) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the ~~registrant's~~Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of ~~1934~~1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof. ~~(c)~~

To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~registrant~~Registrant pursuant to the provisions ~~referred to~~described in Item 15 ~~hereof,~~above, or otherwise, the ~~registrant~~Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~registrant~~Registrant of expenses incurred or paid by a director, officer or controlling person of the ~~registrant~~Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~registrant~~Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ~~SIGNATURES~~

Pursuant to the requirements of the Securities Act of 1933, the ~~registrant~~Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this ~~registration statement~~Registration Statement to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly authorized, in the ~~Town~~City of ~~Andover, the~~Waltham, Commonwealth of Massachusetts, on the 22nd day of August 2000. CMGI, INC. By: /s/ Andrew J. Hajducky III -------------------------------------- Andrew J. Hajducky III, CPA Chief Financial Officer and Treasurer POWER OF ATTORNEY We, the undersigned officers and directors of CMGI, Inc., hereby severally constitute and appoint David S. Wetherell and Andrew J. Hajducky III, and each of them acting singly, our true and lawful attorneys-in- fact, with full power granted to them in any and all capacities (including substitutions), to execute for us and in our names in the capacities indicated below this registration statement (including any pre- and post-effective amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable CMGI, Inc. to comply with the provisions of the Securities Act and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. February 27, 2015.

Pursuant to the requirements of the Securities Act of 1933, ~~as amended,~~ this ~~registration statement~~Registration Statement has been signed by the following persons in the capacities ~~indicated as of August 22, 2000.~~ and on the dates indicated.

EXHIBIT INDEX Exhibit No. Description ----------- ----------- 3.1 Restated Certificate of Incorporation of CMGI, Inc. Filed as Exhibit 4.1 to CMGI Inc.'s registration statement on Form S-3 (File No. 333-85047) filed with the Commission on August 12, 1999. 3.1(a) Certificate of Designations, Preferences and Rights of Series D Preferred Stock. Filed as Exhibit 4.1 to CMGI Inc.'s Form 8-K filed with the Commission on September 2, 1999. 3.1(b) Amendment of Restated Certificate of Incorporation of CMGI, Inc. (dated May 5, 2000). Filed as Exhibit 3.1 to CMGI Inc.'s Form 10-Q filed with the Commission on June 14, 2000. 3.2 Restated by-laws of CMGI, Inc. Filed as Exhibit 3.1 to CMGI, Inc.'s registration statement on Form S-4 (File No. 333-92107) filed with the Commission on December 3, 1999. 4.3 The form of CMGI, Inc. common stock certificate. Filed as Exhibit 4.1 to CMGI, Inc.'s Form 10-K filed with the Commission on October 29, 1999. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP to be filed by amendment. 23.1 Consent of KPMG LLP, independent accountants to CMGI, Inc. 23.2 Consent of KPMG LLP, independent accountants (Flycast Communications) 23.3 Consent of KPMG LLP, independent accountants (AdForce) 23.4 Consent of PricewaterhouseCoopers LLP, independent accountants (AltaVista, Zip2, Shopping.com) 23.5 Consent of Singer Lewak Greenbaum & Goldstein LLP, independent auditors (Shopping.com) 23.6 Consent of Deloitte & Touche LLP, independent auditors (Flycast Communications) 23.7 Consent of Arthur Andersen LLP, independent auditors (yesmail.com) 23.8 Consent of PricewaterhouseCoopers LLP, independent accountants (Tallan) 23.9 Consent of Ernst & Young LLP, independent auditors (AdForce) 23.10 Consent of Ernst & Young LLP, independent auditors (uBid) 23.11 Consent of Skadden, Arps, Slate, Meagher & Flom LLP to be filed by amendment. 24.1 Power of Attorney (included on the signature page of this registration statement). 99.1 Audited balance sheets of AdForce, Inc. as of December 31, 1997 and 1998, and the related statements of operations, stockholders' equity and cash flows for the period from January 16, 1996 (inception) to December 31, 1996 and for the years ended December 31, 1997 and 1998 as filed in pages F-1 through F-25 of the Registrant's Registration Statement on Form S-4 (File No. 333-92139). 99.2 Audited balance sheets of uBid, Inc. as of December 31, 1998 and 1999, and the related statements of operations, cash flows and changes in stockholders' equity for the period from April 1, 1997 (Inception) to December 31, 1997 and the years ended December 31, 1998 and 1999 as filed in pages F-1 through F-16 of the Registrant's Registration Statement on Form S-4 (File No. 333-32158).


Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to the Offering		Number of Shares of Common Stock Offered Hereby			Shares of Common Stock Beneficially Owned After this Offering
Name of Selling Stockholder			Number of Shares of Common Stock Offered Hereby			Number		Percent(3)
Steel Partners Holdings L.P. (1)		17,528,793		9,500,000	(2)		8,028,793		15.4	%


Registration Fee	$	12,880
Legal Fees and Expenses		*
Accounting Fees and Expenses		*
Federal Tax Expenses		*
Blue Sky Fees and Expenses		*
Printing and Engraving Fees		*
Miscellaneous		*
TOTAL		*


Exhibit Number		Description

1.1		Form of Underwriting Agreement*

3.1		By-Laws of ModusLink Global Solutions, Inc. (1)

3.4		Certificate of Incorporation of ModusLink Global Solutions, Inc. (2)

4.2		Form of Senior or Subordinated Indenture***

4.3		Form of Senior Debt Security*



4.4		Form of Subordinated Debt Security*

4.5		Form of Certificate of Designation of Preferred Stock*

4.6		Form of Certificate for Preferred Stock*

4.7		Form of Warrant*

4.8		Form of Warrant Agreement*

5.1		Opinion of Morgan, Lewis & Bockius LLP***

12.1		Computation of Ratio/Deficiency of Earnings to Fixed Charges*

23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm**

23.2		Consent of BDO USA, LLP, Independent Registered Public Accounting Firm**

23.3		Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)***

24		Power of Attorney***

25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee***



Title of each class of securities to be registered	Amount to be registered(1)(2)(3)	Proposed maximum offering price per unit(1)(2)	Proposed maximum aggregate offering price(1)(3)	Amount of registration fee(3)(4)
Common Stock, par value $0.01 per share	—	—	—	—
Preferred Stock, par value $0.01 per share	—	—	—	—
Warrants	—	—	—	—
Senior or Subordinated Debt Securities(4)	—	—	—	—
Total	—	—	$100,000,000	$12,880


ABOUT THIS PROSPECTUS			1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
MODUSLINK GLOBAL SOLUTIONS, INC.			2
RISK FACTORS			2
RATIO OF EARNINGS TO FIXED CHARGES			3
USE OF PROCEEDS			3
GENERAL DESCRIPTION OF SECURITIES WE MAY SELL			3
DESCRIPTION OF CAPITAL STOCK			3
DESCRIPTION OF WARRANTS			9
DESCRIPTION OF DEBT SECURITIES			11
SELLING STOCKHOLDER			20
PLAN OF DISTRIBUTION			20
LEGAL MATTERS			21
EXPERTS			21
WHERE YOU CAN FIND MORE INFORMATION			22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			22


MODUSLINK GLOBAL SOLUTIONS, INC.

By:		/s/ JOHN J. BOUCHER
		Name: John J. Boucher Title: President and Chief Executive Officer (Principal Executive Officer)

By:		/s/ JOSEPH B. SHERK
		Name: Joseph B. Sherk Title: Principal Financial and Accounting Officer


Signature	Title ~~--------- -----~~ ~~/s/ David S. Wetherell~~	Date

/s/ JOHN J. BOUCHER John J. Boucher	President, Chief Executive Officer (Principal Executive Officer)	February 27, 2015

/s/ JOSEPH B. SHERK Joseph B. Sherk	Principal Financial and Accounting Officer	February 27, 2015

/s/ ANTHONY BERGAMO Anthony Bergamo	Director	February 27, 2015

/s/ JEFFREY J. FENTON Jeffrey J. Fenton	Director	February 27, 2015

/s/ GLEN M. KASSAN Glen M. Kassan	Director	February 27, 2015



/s/ PHILIP E. LENGYEL Philip E. Lengyel	Director	February 27, 2015

/s/ WARREN G. LICHTENSTEIN Warren G. Lichtenstein	Chairman of the Board ~~President~~ and ~~Chief Executive - ------------------------------- Officer (Principal Executive Officer) David~~Director	February 27, 2015

/s/ JEFFREY S. Wetherell /s/ Andrew J. Hajducky, III Chief Financial Officer and Treasurer (Principal Financial - ------------------------------- Officer and Principal Accounting Officer) Andrew J. Hajducky III, CPA /s/ William H. Berkman WALD Jeffrey S. Wald	Director - ------------------------------- William H. Berkman /s/ Craig D. Goldman Director - ------------------------------- Craig D. Goldman /s/ Avram Miller Director - ------------------------------- Avram Miller /s/ Robert J. Ranalli Director - ------------------------------- Robert J. Ranalli /s/ Harold F. Enright, Jr. Director - ------------------------------- Harold F. Enright, Jr.	February 27, 2015

Large accelerated filer

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Smaller reporting company