-----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, Tlt4DAwwpuhZmJva2NaBXfQJkQ9oglh57WWyYL/M3b8ihfYftgbBXhziXSuVm2Kg DlsVKer0kmF8b3hhr5kyzg== 0000950123-04-001768.txt : 20040213 0000950123-04-001768.hdr.sgml : 20040213 20040213153939 ACCESSION NUMBER: 0000950123-04-001768 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040213 EFFECTIVENESS DATE: 20040213 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-112820 FILM NUMBER: 04598726 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 S-8 1 y94123sv8.txt DOUBLECLICK INC. As filed with the Securities and Exchange Commission on February 13, 2004 Registration No. 333-_____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DOUBLECLICK INC. (Exact name of issuer as specified in its charter) Delaware 13-3870996 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 111 Eighth Avenue, 10th Floor 10011 New York, New York (Address of Principal Executive Offices) (Zip Code) DoubleClick Inc. 1997 Stock Incentive Plan DoubleClick Inc. 1999 Employee Stock Purchase Plan (Full title of the plans) Bruce D. Dalziel Chief Financial Officer DoubleClick Inc. 111 Eighth Avenue, 10th Floor New York, New York 10011 (Name and address of agent for service) (212) 683-0001 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================================================================ Proposed Maximum Proposed Maximum Amount to be Offering Price Aggregate Amount of Title of Securities to be Registered Registered(1) Per Share Offering Price Registration Fee - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.001 per share 2,900,000 shares(2) $11.41(3) $33,089,000(3) $4,192.38 ================================================================================================================================
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Consists of (i) 2,000,000 shares issuable under the DoubleClick Inc. 1997 Stock Incentive Plan and (ii) 900,000 shares issuable under the DoubleClick 1999 Employee Stock Purchase Plan. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on February 12, 2004. =============================================================================== STATEMENT OF INCORPORATION BY REFERENCE This Registration Statement on Form S-8 incorporates by reference the contents of the following Registration Statements on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission: (1) Registration Statement on Form S-8 (File No. 333-48277), filed on March 19, 1998, relating to 3,000,000 shares of Common Stock to be offered and sold under the Registrant's 1997 Stock Incentive Plan; (2) Registration Statement on Form S-8 (File No. 333-90653), filed on November 9, 1999, relating to an additional 8,000,000 shares of Common Stock to be offered and sold under the Registrant's 1997 Stock Incentive Plan and 500,000 shares of Common Stock to be offered and sold under the Registrant's 1999 Employee Stock Purchase Plan; (3) Registration Statement on Form S-8 (File No. 333-30726), filed on February 18, 2000, relating to an additional 4,748,152 shares of Common Stock to be offered and sold under the Registrant's 1997 Stock Incentive Plan; (4) Registration Statement on Form S-8 (File No. 333-55618), filed on February 14, 2001, relating to an additional 2,400,000 shares of Common Stock to be offered and sold under the Registrant's 1997 Stock Incentive Plan and an additional 900,000 shares of Common Stock to be offered and sold under the Registrant's 1999 Employee Stock Purchase Plan; (5) Registration Statement on Form S-8 (File No. 333-81346), filed on January 24, 2002, relating to an additional 2,400,000 shares of Common Stock to be offered and sold under the Registrant's 1997 Stock Incentive Plan and an additional 900,000 shares of Common Stock to be offered and sold under the Registrant's 1999 Employee Stock Purchase Plan; and (6) Registration Statement on Form S-8 (File No. 333-103175), filed on February 13, 2003, relating to an additional 2,400,000 shares of Common Stock to be offered and sold under the Registrant's 1997 Stock Incentive Plan and an additional 900,000 shares of Common Stock to be offered and sold under the Registrant's 1999 Employee Stock Purchase Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 13th day of February, 2004. DOUBLECLICK INC. By: /s/ Kevin P. Ryan -------------------------------------- Kevin P. Ryan Chief Executive Officer and Director POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of DoubleClick Inc., hereby severally constitute and appoint Kevin P. Ryan and Bruce D. Dalziel, and each of them singly, our true and lawful attorneys with full power to him to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable DoubleClick Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Kevin J. O'Connor Chairman of the Board February 13, 2004 - ------------------------------------ Kevin J. O'Connor /s/ Kevin P. Ryan Chief Executive Officer and Director February 13, 2004 - ------------------------------------ (principal executive officer) Kevin P. Ryan /s/ Bruce Dalziel Chief Financial Officer February 13, 2004 - ------------------------------------ (principal financial officer) Bruce D. Dalziel /s/ Cory Douglas Corporate Controller February 13, 2004 - ------------------------------------ (principal accounting officer) Cory Douglas /s/ Dwight A. Merriman Director February 13, 2004 - ------------------------------------ Dwight A. Merriman /s/ David N. Strohm Director February 13, 2004 - ------------------------------------ David N. Strohm /s/ Mark E. Nunnelly Director February 13, 2004 - ------------------------------------ Mark E. Nunnelly /s/ W. Grant Gregory Director February 13, 2004 - ------------------------------------ W. Grant Gregory /s/ Don Peppers Director February 13, 2004 - ------------------------------------ Don Peppers /s/ Thomas S. Murphy Director February 13, 2004 - ------------------------------------ Thomas S. Murphy
INDEX TO EXHIBITS Exhibit Number Exhibit - ------- ------- 4.1 Amended and Restated Certificate of Incorporation, as amended (Incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3 (File No. 333-108789)) 4.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.5 of the Registrant's Registration Statement on Form S-1 (File No. 333-4232)) 5.1 Opinion of Hale and Dorr LLP 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants 23.2 Consent of Hale and Dorr LLP, (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page to this registration statement) EX-5.1 3 y94123exv5w1.txt OPINION OF HALE AND DORR LLP [LETTERHEAD OF HALE AND DORR LLP] February 13, 2004 DoubleClick Inc. 111 Eighth Avenue, 10th Floor New York, New York 10011 Re: DoubleClick Inc. 1997 Stock Incentive Plan DoubleClick Inc. 1999 Employee Stock Purchase Plan -------------------------------------------------- Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 2,900,000 shares of common stock, $0.001 par value per share (the "Shares"), of DoubleClick Inc., a Delaware corporation (the "Company"), issuable under the Company's 1997 Stock Incentive Plan and 1999 Employee Stock Purchase Plan (collectively, the "Plans"). We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. DoubleClick Inc. February 13, 2004 Page 2 Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Hale and Dorr LLP HALE AND DORR LLP EX-23.1 4 y94123exv23w1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 22, 2003 relating to the financial statements and financial statement schedule of DoubleClick Inc., which appears in DoubleClick Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York February 13, 2004 -----END PRIVACY-ENHANCED MESSAGE-----