-----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, A1jBhU3GkjwGFKJztLJU2v9GEFNPgWOe3FCaWD+ziF/wZdwhzuGYIrH84rvaN1wo LsdNPRzRvLXl8fk7/kAU+g== 0000950123-03-007128.txt : 20030617 0000950123-03-007128.hdr.sgml : 20030617 20030617105543 ACCESSION NUMBER: 0000950123-03-007128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030617 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOUBLECLICK INC CENTRAL INDEX KEY: 0001049480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133870996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23709 FILM NUMBER: 03746757 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 y87583e8vk.txt DOUBLECLICK INC. ------------------------------------------ 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 17, 2003 (June 17, 2003) -------- 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 and Regulation FD Disclosure. On June 17, 2003, DoubleClick Inc. issued a press release to announce that it intends to offer $135 million (plus an option for up to an additional $20.25 million) aggregate principal amount of Zero Coupon Convertible Subordinated Notes due 2023 (the "Notes"), to be offered pursuant to Rule 144A under the Securities Act of 1933, as amended, and Regulation S thereunder. Other information relating to the Notes is contained in the press release, a copy of which is attached as Exhibit 99.1 hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits - ------------ 99.1 Press Release dated June 17, 2003 99.2 Press Release dated June 17, 2003 Item 9. Regulation FD Disclosure. On June 17, 2003, DoubleClick Inc. issued a press release to reaffirm its second quarter and full year earnings guidance. A copy of the press release is attached as Exhibit 99.2 hereto. 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/ Bruce Dalziel ----------------------------------- Name: Bruce Dalziel Title: Chief Financial Officer Dated: June 17, 2003 EXHIBIT EXHIBIT INDEX - ------- ------------- 99.1 Press Release dated June 17, 2003 99.2 Press Release dated June 17, 2003 EX-99.1 3 y87583exv99w1.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Jennifer Blum 212.381.5705 jblum@doubleclick.net DOUBLECLICK INC. ANNOUNCES PROPOSED $135 MILLION CONVERTIBLE SUBORDINATED NOTES OFFERING NEW YORK, NY, June 17, 2003 - DoubleClick Inc. (Nasdaq: DCLK) today announced that it intends to offer, subject to market and other conditions, $135 million of Convertible Subordinated Notes due 2023. DoubleClick Inc. intends to use the net proceeds from this offering, together with existing cash to the extent necessary, to redeem its 4.75% Convertible Subordinated Notes due 2006. The notes will be the Company's general unsecured obligations and will be subordinated in right of payment to all of its existing and future senior debt. The notes will be convertible at the option of the holder under certain circumstances prior to maturity into shares of common stock of DoubleClick Inc. at a conversion price to be determined. The Company expects to grant the initial purchasers in this offering the option to purchase up to an additional $20.25 million of convertible subordinated notes. The offer will be made to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, and outside the United States pursuant to Regulation S of the Securities Act. The convertible subordinated notes and the shares of common stock DoubleClick Inc. issuable upon the conversion of the notes will not be registered under the Securities Act and may not be offered or sold in the United States or to a U.S. person absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. About DoubleClick Inc. DoubleClick Inc. has global headquarters in New York City and maintains 21 offices around the world. Note: This press release contains certain statements relating to DoubleClick Inc.'s intention to offer convertible subordinated notes, the intended use of the proceeds from such offering, and the anticipated terms of said notes, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. There can be no assurances that DoubleClick Inc. will complete the offering on the anticipated terms or at all. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results, depending on a variety of factors, including market and other conditions. More detailed information about these and other factors is set forth in DoubleClick Inc.'s Annual Report on Form 10-K and in other reports which the Company from time to time files with the Securities and Exchange Commission, available publicly on the SEC's Web site, http://www.sec.gov. ### EX-99.2 4 y87583exv99w2.txt PRESS RELEASE Exhibit 99.2 FOR IMMEDIATE RELEASE CONTACT: Jennifer Blum 212.381.5705 jblum@doubleclick.net DOUBLECLICK REAFFIRMS SECOND QUARTER AND FULL YEAR GUIDANCE -- Narrows Second Quarter Revenues & EPS Estimates -- NEW YORK, NY, June 17, 2003 - DoubleClick Inc. (Nasdaq: DCLK) today announced that it has reaffirmed its guidance for the second quarter ending June 30, 2003 and the full year 2003, as well as tightened EPS estimates for the second quarter. DoubleClick now expects its second quarter revenues to be between $61 million and $63 million and GAAP earnings to be between $0.00 and $0.02. Previously, the Company guided revenues to be between $60 million and $63 million and GAAP earnings to be between ($0.02) and $0.02 for the second quarter. The Company continues to expect its full year revenues to be between $250 million and $300 million and GAAP earnings to be between $0.03 and $0.12 for the full year 2003. These estimates take into account some non-operating items, including a gain that will be recognized from the sale of certain of the Company's patents and equity losses in the Company's investment in MaxWorldwide, Inc. In addition, these estimates assume that the Company will retire the entire outstanding principal amount of its 4.75% Convertible Subordinated Notes due 2006 at a premium. In total these non-operating items are expected to reduce GAAP EPS by approximately $0.03, the impact of which is accounted for in the guidance above. The Company is currently negotiating a lease buy-out with the landlord of its New York City headquarters. The Company cannot anticipate whether this transaction will occur. Accordingly, if this transaction does occur, the Company would make a cash payment of approximately $40 million. The Company would not expect EPS guidance for the second quarter or the full year to be negatively impacted if the lease termination were completed. DoubleClick's second quarter financial results are expected to be reported on July 22, 2003 after the close of the market. Note: This press release includes forward-looking statements and the results or events predicted in these statements may vary materially from actual future events or results. Factors that could cause actual events or results to differ from anticipated events or results include: lack of growth or decline in online advertising or marketing, intense competition in our industry, failure to manage the integration of acquired companies, changes in government regulation, failure to successfully manage our international operations and other risks that are contained in documents which the Company files from time to time with the Securities and Exchange Commission, including our most recent reports on Form 10-K and Form 10-Q. In addition, any forward-looking statements represent our estimates only as of today and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we may choose not to do so, even if our estimates change. About DoubleClick Inc. DoubleClick is the leading provider of tools for advertisers, direct marketers and web publishers to plan, execute and analyze their marketing programs. DoubleClick's online advertising, email marketing and database marketing solutions help clients yield the highest return on their marketing dollar. In addition, the company's marketing analytics tools help clients measure performance within and across channels. DoubleClick Inc. has global headquarters in New York City and maintains 21 offices around the world. ### -----END PRIVACY-ENHANCED MESSAGE-----