-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, THY1kchMNtEWgLj5T04rU/9YCNAOXWx8B2JBgY4wVCIJ6HhHF+qxCapOglj/lHWU fkhT6hbLf9zvTldTlepYcg== 0000950117-01-500587.txt : 20010615 0000950117-01-500587.hdr.sgml : 20010615 ACCESSION NUMBER: 0000950117-01-500587 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010614 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOUBLECLICK INC CENTRAL INDEX KEY: 0001049480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 133870996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23709 FILM NUMBER: 1660970 BUSINESS ADDRESS: STREET 1: 450 W 33RD ST STREET 2: 16TH FL CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2126830001 MAIL ADDRESS: STREET 1: 450 W 33RD ST STREET 2: 16TH FL CITY: NEW YORK STATE: NY ZIP: 10001 8-K 1 a29916.txt 8-K - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 14, 2001 (JUNE 1, 2001) ------------------ DOUBLECLICK INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-23709 13-3870996 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 450 WEST 33RD STREET NEW YORK, NEW YORK 10001 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (212) 683-0001 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) N.A. (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. DoubleClick Inc. ("DoubleClick") issued a press release on June 1, 2001 announcing that it had entered into an Agreement and Plan of Merger and Reorganization, dated as of June 1, 2001 (the "Merger Agreement"), among DoubleClick, Atlas Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of DoubleClick, and MessageMedia, Inc. ("MessageMedia"). Pursuant to the Merger Agreement, and on the terms and subject to the conditions thereof, DoubleClick will acquire MessageMedia in a merger (the "Merger"). For information regarding the terms and conditions of the Merger, including the consideration to be paid to MessageMedia's stockholders, reference is made to the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference, and the filing made pursuant to Rule 425 by DoubleClick, dated June 1, 2001, which is filed as Exhibit 99.1 hereto and incorporated herein by reference. In connection with the execution of the Merger Agreement, certain of MessageMedia's stockholders entered into Stockholder Agreements with DoubleClick, dated as of June 1, 2001, pursuant to which they agreed, among other things, to vote in the aggregate 37.4% of the outstanding MessageMedia common stock for the approval of the Merger Agreement and all other transactions contemplated by the Merger Agreement. The form of Stockholder Agreement is attached as Annex A to the Merger Agreement. Consummation of the Merger is subject to certain conditions, including approval by MessageMedia's stockholders and other customary closing conditions. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NUMBER 2.1 Agreement and Plan of Merger and Reorganization, dated as of June 1, 2001, among DoubleClick Inc., Atlas Acquisition Corp. and MessageMedia, Inc., including annexes thereto but excluding any schedules. (Incorporated herein by reference to MessageMedia's Form 8-K filing, dated June 6, 2001.) 99.1 Press Release of DoubleClick, dated June 1, 2001. (Incorporated by reference to DoubleClick's Rule 425 filing, dated June 1, 2001.) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOUBLECLICK INC. -------------------------------------------- (Registrant) By: /s/ Stephen R. Collins ----------------------------------- Name: Stephen R. Collins Title: Chief Financial Officer Dated: June 14, 2001
EXHIBIT EXHIBIT INDEX - ------- ------------- 2.1 Agreement and Plan of Merger and Reorganization, dated as of June 1, 2001, among DoubleClick Inc., Atlas Acquisition Corp. and MessageMedia, Inc., including annexes thereto but excluding any schedules. (Incorporated herein by reference to MessageMedia's Form 8-K filing, dated June 6, 2001.) 99.1 Press Release of DoubleClick, dated June 1, 2001. (Incorporated by reference to DoubleClick's Rule 425 filing, dated June 1, 2001.)
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