0000950117-01-501402.txt : 20011026
0000950117-01-501402.hdr.sgml : 20011026
ACCESSION NUMBER: 0000950117-01-501402
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011019
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MESSAGEMEDIA INC
CENTRAL INDEX KEY: 0001017829
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900]
IRS NUMBER: 330612860
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-50017
FILM NUMBER: 1762376
BUSINESS ADDRESS:
STREET 1: 6060 SPINE ROAD
STREET 2: SUITE 240
CITY: BOULDER
STATE: CO
ZIP: 80301
BUSINESS PHONE: 3034407550
MAIL ADDRESS:
STREET 1: 6060 SPINE ROAD
CITY: BOULDER
STATE: CO
ZIP: 80301
FORMER COMPANY:
FORMER CONFORMED NAME: FIRST VIRTUAL HOLDINGS INC
DATE OF NAME CHANGE: 19971219
FILED BY:
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: SC 13D/A
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
SC 13D/A
1
a31465.txt
DOUBLECLICK SC 13D/A
Schedule 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13(d)-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13(d)-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MessageMedia, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
337486 10 4
--------------------------------------------------------------------------------
(CUSIP Number)
Elizabeth Wang Scott L. Kaufman
DoubleClick Inc. Brobeck, Phleger & Harrison LLP
450 West 33rd Street 1633 Broadway, 47th Floor
New York, NY 10001 New York, NY 10019
(212) 683-0001 (212) 581-1600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ]
(Continued on following pages)
Page 1 of 7 Pages
--------------------------- --------------------
CUSIP NO. 337486 10 4 SCHEDULE 13D PAGE 2 OF 7 PAGES
--------------------------- --------------------
----------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DoubleClick Inc. I.R.S. I.D. # 13-3870996
----------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ] (b) [X]
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3 SEC USE ONLY
----------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
----------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON WITH
--------------------------------------------------------------------------------------
8 SHARED VOTING POWER 25,661,381
--------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 0
--------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,661,381
--------------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ]
--------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.34%
--------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions) CO
--------------------------------------------------------------------------------------------------------------------
This Amendment No. 1 amends the statement on Schedule 13D filed with
the Securities and Exchange Commission on June 11, 2001 (the "Schedule 13D") on
behalf of DoubleClick Inc., a Delaware corporation ("DoubleClick"), relating to
the common stock, par value $0.001 per share (the "Issuer Common Stock"), of
MessageMedia, Inc., a Delaware Corporation (the "Issuer"), whose principal
executive office is located at 371 Centennial Parkway, Louisville, Colorado
80027. DoubleClick may be deemed to be the beneficial owner of 25,661,381 shares
of Issuer Common Stock. Other than as set forth herein, there has been no
material change in the information set forth in the Schedule 13D. The Schedule
13D is supplementally amended as set forth herein.
Neither the filing of this Amendment No. 1 to the Schedule 13D nor any
of its contents shall be deemed to constitute an admission by DoubleClick Inc.
that it is the beneficial owner of any of the common stock of the Issuer
referred to herein for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or for any other purpose, and such
beneficial ownership is expressly disclaimed.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated to read in
its entirety as follows:
Pursuant to an Amended and Restated Agreement and Plan of Merger and
Reorganization dated as of October 10, 2001 (the "Amended and Restated Merger
Agreement"), by and between DoubleClick and the Issuer, and subject to the
conditions set forth therein, Issuer will be merged with and into DoubleClick
(the "Merger"), with each share of Issuer Common Stock issued and outstanding
being
Page 3 of 7 Pages
converted into the right to receive a fraction of a share of DoubleClick common
stock, par value $0.001 per share ("DoubleClick Common Stock"), the numerator of
which is 1,000,000 and the denominator of which shall be the number of shares
outstanding of, and in-the-money options for, MessageMedia common stock,
calculated under the Treasury method in accordance with generally accepted
accounting principles in the United States, as set forth in the Amended and
Restated Merger Agreement (the "Merger Consideration"). The Merger is subject to
the adoption of the Amended and Restated Merger Agreement by the stockholders of
the Issuer and the satisfaction or waiver of certain other conditions as more
fully described in the Amended and Restated Merger Agreement. The foregoing
summary of the Merger is qualified in its entirety by reference to the copy of
the Amended and Restated Merger Agreement included as Exhibit 1 to this
Amendment No. 1 to the Schedule 13D and incorporated herein in its entirety by
reference.
Item 4. Purpose of Transaction.
Item 4(a), (b), (d), (g), (h) and (i) of the Schedule 13D are hereby amended
and restated to read in their entirety as follows:
(a) - (b) As described in Item 3 above, this Schedule 13D/A relates to
the Merger of Issuer with and into DoubleClick in a merger pursuant to the
Delaware General Corporation Law. At the effective time of the Merger, the
separate existence of Issuer will cease to exist and DoubleClick will continue
as the surviving corporation (the "Surviving Corporation"). Holders of
outstanding Issuer Common Stock will receive the Merger Consideration in
exchange for each share of Issuer Common Stock held by them immediately prior to
the Merger. DoubleClick will assume the Issuer's 1995 Stock Plan, 1999
Non-Officer Stock Option Plan and Decisive Technology Corporation's 1996 Stock
Option Plan, each as amended, as well as the outstanding options issued under
such plans or certain other agreements, and outstanding warrants to purchase
Issuer Common Stock.
In connection with the execution of the Agreement and Plan of Merger
and reorganization (replaced in its entirety by the Amended and Restated Merger
Agreement), dated as of June 1, 2001 among DoubleClick, Atlas Acquisition Corp.,
a Delaware Corporation and a wholly owned subsidiary of DoubleClick, and the
Issuer, as amended on June 26, 2001 (the "Original Merger Agreement"), certain
stockholders (collectively, the "Stockholders") of the Issuer each entered into
a Stockholder Agreement, dated as of June 1, 2001 (together with the related
irrevocable proxy, the "Stockholder Agreements"), with DoubleClick pursuant to
which the Stockholders agreed to vote an aggregate of 25,661,381 shares of
Issuer Common Stock beneficially owned by the Stockholders in favor of approval
and adoption of the Original Merger Agreement and of the Transaction (as defined
in the Stockholder Agreements).
In connection with the execution of the Amended and Restated Merger
Agreement, the Stockholders have each entered into an Amended and Restated
Stockholder Agreement dated as of October 10, 2001 (together with each related
irrevocable proxy, the "Amended and Restated Stockholder Agreements"), with
DoubleClick pursuant to which the Stockholders have agreed to vote an aggregate
of 25,661,381 shares of Issuer Common Stock (the "Shares") beneficially owned by
the Stockholders in favor of approval and adoption of the Amended and Restated
Merger Agreement and all other transactions contemplated by the Amended and
Restated Merger Agreement. Further, by execution of the Amended and Restated
Stockholder Agreements, each Stockholder has irrevocably appointed the members
of the Board of Directors of DoubleClick (each, an "Attorney") as his lawful
attorney and proxy. Such proxy gives each Attorney the limited right to vote the
Shares in all matters related to the Merger. The Stockholders and the number of
Shares subject to their respective Amended and Restated Stockholder Agreements
are set forth in Schedule B hereto, which is incorporated herein by reference.
The foregoing summary of the Amended and Restated Stockholder Agreements is
qualified in its entirety by reference to the copy of the form of Amended and
Restated Stockholder Agreement included as Exhibit 2 to this Amendment No. 1 to
the Schedule 13D and incorporated herein in its entirety by reference.
In exercising its right to vote the Shares as lawful attorney and proxy
of the Stockholders, each Attorney will be limited, at every Issuer
stockholders' meeting and every written consent in lieu of such meeting, to
voting the Shares in favor of approval of the Merger and the Amended and
Restated Merger Agreement. The Stockholders may vote the Shares on all other
matters. The Amended and Restated Stockholder Agreements terminate upon the
earlier to occur of (i) such date and time as the Merger shall become effective
in accordance with the terms and provisions of the Amended and Restated Merger
Agreement and (ii) the date of termination of the Amended and Restated Merger
Agreement.
As a result of the foregoing, DoubleClick and each Stockholder may be
deemed to have formed a "group" within the meaning of Section 13(d) of the
Exchange Act. The filing of this Amendment No. 1 to the Schedule 13D shall not
be construed as an admission that DoubleClick is, for the purposes of
Page 4 of 7 Pages
Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any
securities covered by this Amendment No. 1 to the Schedule 13D. DoubleClick
expressly disclaims beneficial ownership of any shares of Issuer Common Stock
that are covered by the Amended and Restated Stockholder Agreements.
(d) Upon consummation of the Merger, the directors of the Surviving
Corporation shall be the existing directors of DoubleClick, who are Kevin J.
O'Connor, Dwight A. Merriman, David N. Strohm, Mark E. Nunnely, Thomas S.
Murphy, W. Grant Gregory, Don Peppers and Kevin P. Ryan. The officers of the
Surviving Corporation shall be the existing officers of DoubleClick, who are
Kevin J. O'Connor, Kevin P. Ryan, Dwight Merriman, Bruce Dalziel, Brian Rainey,
Barry Salzman and David Rosenblatt, until their respective successors are duly
elected or appointed and qualified.
(g) Upon consummation of the Merger, the certificate of incorporation
of DoubleClick, as in effect immediately prior to the Merger, shall be the
certificate of incorporation of the Surviving Corporation until thereafter
amended as provided by the Delaware General Corporation Law and such certificate
of incorporation. Upon consummation of the Merger, the bylaws of DoubleClick, as
in effect immediately prior to the Merger, shall be the bylaws of the Surviving
Corporation until thereafter amended.
(h) - (i) Upon consummation of the Merger in accordance with the
Amended and Restated Merger Agreement, the Issuer Common Stock will be
deregistered under the Exchange Act and delisted from The Nasdaq Stock Market's
National Market.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and (b) of the Schedule 13D are hereby amended and restated
to read in their entirety as follows:
(a)-(b) As a result of the Stockholder Agreements, DoubleClick may be
deemed to be the beneficial owner of the Shares. Such Issuer Common Stock
constitutes approximately 37.34% of the issued and outstanding shares of Issuer
Common Stock based on 68,723,039 outstanding shares of Issuer Common Stock
represented by the Issuer as outstanding as of September 30, 2001 in the Amended
and Restated Merger Agreement.
DoubleClick has shared power to vote all of the Shares for the limited
purposes described above in connection with the Amended and Restated Stockholder
Agreements. However, (i) DoubleClick does not have the sole power to vote or to
direct the vote or to dispose or to direct the disposition of any shares of
Issuer Common Stock pursuant to the Amended and Restated Stockholder Agreements
and (ii) is not entitled to any rights as a stockholder of Issuer as to the
Shares covered by the Amended and Restated Stockholder Agreements. As a result
of the foregoing, DoubleClick and each Stockholder may be deemed to have formed
a "group" within the meaning of Section 13(d) of the Exchange Act. The filing of
this Amendment No. 1 to the Schedule 13D shall not be construed as an admission
that DoubleClick is, for the purposes of Section 13(d) or 13(g) of the Exchange
Act, the beneficial owner of any securities covered by
Page 5 of 7 Pages
this Amendment No. 1 to the Schedule 13D. DoubleClick expressly disclaims
beneficial ownership of any shares of Issuer Common Stock that are covered by
the Amended and Restated Stockholder Agreements. To the best of DoubleClick's
knowledge, no shares of Issuer Common Stock are beneficially owned by any of the
persons named in Schedule A.
(c) Neither DoubleClick nor, to the knowledge of DoubleClick, any
person named in Schedule A, has effected any transaction in the Issuer Common
Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated to read in
its entirety as follows:
Other than as described in Item 4 and incorporated herein by reference,
to the knowledge of DoubleClick, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Schedule A and between such persons and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated to read in
its entirety as follows:
The following documents are filed as exhibits:
1. Amended and Restated Agreement and Plan of Merger and
Reorganization, dated as of October 10, 2001, by and between
DoubleClick Inc., a Delaware corporation, and MessageMedia, Inc.,
a Delaware corporation.*
2. Form of Amended and Restated Stockholder Agreement and irrevocable
proxy, dated as of October 10, 2001, by and among DoubleClick
Inc., a Delaware corporation, and certain stockholders of
MessageMedia, Inc., a Delaware corporation.**
* Incorporated herein by reference to Exhibit 2.1 of the Current Report on
Form 8-K filed by DoubleClick Inc. with the Securities and Exchange
Commission on October 16, 2001.
** Incorporated herein by reference to Annex A to Exhibit 2.1 of the Current
Report on Form 8-K filed by DoubleClick Inc. with the Securities and
Exchange Commission on October 16, 2001.
Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 19, 2001
DOUBLECLICK INC.
By: /s/ Elizabeth Wang
---------------------------------
Elizabeth Wang
Vice President and General Counsel
Page 7 of 7 Pages
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF
DOUBLECLICK INC.
Present Principal
Occupation Including Name
of Employer (if other than
Name DoubleClick Inc.) Address of Employer
-------------------------------- ---------------------------- -------------------
Inside Directors and
Executive Officers of
DoubleClick Inc.
-------------------------------
Kevin J. O'Connor Chairman of the Board of Directors 450 West 33rd Street, 16th Floor
New York, New York 10001
Kevin P. Ryan Chief Executive Officer and Director 450 West 33rd Street, 16th Floor
New York, New York 10001
Dwight A. Merriman Chief Technical Officer and Director 450 West 33rd Street, 16th Floor
New York, New York 10001
Bruce Dalziel Acting Chief Financial Officer 450 West 33rd Street, 16th Floor
New York, New York 10001
David Rosenblatt President, Technology, Data and 450 West 33rd Street, 16th Floor
Research New York, New York 10001
Brian Rainey Senior Vice President and General 11101 West 120 Avenue
Manager, Abacus Broomfield, Colorado 80021
Barry Salzman(1) President, Global Media 450 West 33rd Street, 16th Floor
New York, New York 10001
Outside Directors
-------------------
David N. Strohm General Partner of several venture 2929 Campus Drive
capital funds affiliated with San Mateo, California 94403
Greylock Management Corporation
Mark E. Nunnelly Managing Director of Bain Capital, 111 Huntington Avenue
Inc., a venture capital group Boston, Massachusetts 02199
Thomas S. Murphy Retired Chairman and Chief Executive 77 West 66th Street, 10th Floor
Officer, ABC/Cap Cities New York, New York 10023
--------------------
(1) Citizen of Italy.
A-1
W. Grant Gregory Chairman of Gregory & Hoenemeyer, 660 Steamboat Road
Inc., a merchant banking firm Greenwich, Connecticut 06830
Donald Peppers Chief Executive Officer of Marketing 20 Glover Avenue
1 to 1/Peppers and Rogers Group, a Norwalk, Connecticut 06580
marketing consulting firm
A-2
Schedule B
Shares Beneficially Owned
Stockholder Subject to the Stockholder Agreement
------------- ------------------------------------
Rebar LLC 2,816,902
Softbank Technology Ventures VI L.P. 3,599,015
Softbank U.S. Ventures VI L.P. 3,860,070
Softbank Technology Ventures
Advisors Fund VI LP 140,211
Softbank Technology Ventures Side Fund VI L.P. 147,183
Softbank Technology Advisors Fund L.P. 203,410
Softbank Technology Ventures IV L.P. 10,616,268
Pequot Private Equity Fund, L.P. 3,146,580
Pequot Offshore Private Equity Fund, Inc. 398,392
A. Laurence Jones 200,446
Bradley A. Feld 496,304
Dennis J. Cagan 16,600
Howard S. Diamond 0
Gerald A. Poch 0
R. Terry Duryea 20,000
B-1