-----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, U34mhbEqtco6sQMESmTnXaim5bab9jeHUi6g1sz+JoixtmZ99yejDhxwz/HHnJRL 4iMwHZNDPvuR3rhMsYzsSA== 0001047469-98-008085.txt : 19980305 0001047469-98-008085.hdr.sgml : 19980305 ACCESSION NUMBER: 0001047469-98-008085 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-42323 FILED AS OF DATE: 19980219 DATE AS OF CHANGE: 19980303 EFFECTIVENESS DATE: 19980227 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOUBLECLICK INC CENTRAL INDEX KEY: 0001049480 STANDARD INDUSTRIAL CLASSIFICATION: 7310 IRS NUMBER: 133870996 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-47075 FILM NUMBER: 98553096 BUSINESS ADDRESS: STREET 1: 41 MADISON AVE STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2126830001 MAIL ADDRESS: STREET 1: 41 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 S-1MEF 1 S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1998 REGISTRATION NO. 333- - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- DOUBLECLICK INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 7319 13-3870996 (State of (Primary Standard Industrial I.R.S. Employer Incorporation) Classification Code) Identification Number)
41 MADISON AVENUE, 32ND FLOOR NEW YORK, NEW YORK 10010 (212) 683-0001 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ------------------------ KEVIN J. O'CONNOR CHIEF EXECUTIVE OFFICER DOUBLECLICK INC. 41 MADISON AVENUE, 32ND FLOOR NEW YORK, NEW YORK 10010 (212) 683-0001 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ------------------------ COPIES TO: ALEXANDER D. LYNCH, ESQ. MARK G. BORDEN, ESQ. BROBECK, PHLEGER & HARRISON LLP HALE AND DORR LLP 1633 BROADWAY, 47TH FLOOR 60 STATE STREET NEW YORK, NEW YORK 10019 BOSTON, MASSACHUSETTS 02109 (212) 581-1600 (617) 526-6000
------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-42323 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION BE REGISTERED REGISTERED(1)(2) PER SHARE PRICE (3) FEE (4) Common Stock, par value $.001 per share..................................... 575,000 $ 17.00 $ 9,775,000 $ 2,900
(1) Includes 75,000 shares of Common Stock which the Underwriters have the option to purchase from the Company solely to cover over-allotments, if any. (2) Shares of Common Stock previously registered include 3,450,000 shares for which the registration fee has previously been paid. (3) The proposed maximum offering price per share is based on the proposed offering price for the shares of the Company's Common Stock offered hereby. (4) Calculated pursuant to Rule 457(a). ------------------------ 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 COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE. - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The information in the Registration Statement on Form S-1 filed by DoubleClick Inc. with the Securities and Exchange Commission (File No. 333-42323) pursuant to the Securities Act of 1933, as amended, and declared effective on February 19, 1998 is incorporated by reference into this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 19th day of February, 1998. DOUBLECLICK INC. By: /s/ KEVIN J. O'CONNOR ------------------------------------------ Kevin J. O'Connor Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on February 19, 1998:
SIGNATURE TITLE(S) ------------------------------------------------------ --------------------------------------------------- Chief Executive Officer and Chairman of the Board /s/ KEVIN J. O'CONNOR Directors (Principal Executive Officer) ------------------------------------------- Kevin J. O'Connor President and Chief Financial Officer (Principal * Financial Officer) ------------------------------------------- Kevin P. Ryan * Chief Technology Officer and Director ------------------------------------------- Dwight A. Merriman * Controller (Principal Accounting Officer) ------------------------------------------- Stephen R. Collins * Director ------------------------------------------- David N. Strohm * Director ------------------------------------------- Mark E. Nunnelly * Director ------------------------------------------- W. Grant Gregory * Director ------------------------------------------- Donald Peppers
*By: /s/ KEVIN J. O'CONNOR ------------------------- Kevin J. O'Connor ATTORNEY-IN-FACT EXHIBIT INDEX All exhibits filed with or incorporated by reference in Registration Statement No. 333-42323 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following, which are filed herewith:
NUMBER DESCRIPTION - - ------ -------------------------------------------------------------------------- 5.1 Opinion of Brobeck, Phleger & Harrison, LLP. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Brobeck, Phleger & Harrison, LLP (included in Exhibit 5.1).
EX-5.1 2 OPINION (BROBECK, PHLEGER) EXHIBIT 5.1 [LETTERHEAD OF BROBECK PHLEGER & HARRISON LLP] February 19, 1998 DoubleClick Inc. 41 Madison Avenue, 32nd Floor New York, NY 10010 Ladies and Gentlemen: We have assisted in the preparation and filing by DoubleCick Inc. (the "Company") of a Registration Statement on Form S-1, filed on February 19, 1998 pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Registration Statement"), with the Securities and Exchange Commission, relating to the sale of up to 575,000 shares (the "Shares") of Common Stock, $.001 par value (the "Common Stock"), of the Company. A form of underwriting agreement (the "Underwriting Agreement") is incorporated by reference to the Registration Statement. We have examined such records and documents and have made such examination of laws as we considered necessary to form a basis for the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies thereof. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when sold and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable. We hereby consent to the use of our name in the Registration Statement under the caption "Legal Matters" in the related Prospectus and consent to the filing of this opinion as an exhibit thereto. Very truly yours, /s/ BROBECK, PHLEGER & HARRISON LLP BROBECK & PHLEGER & HARRISON LLP EX-23.1 3 CONSENT (PRICE WATERHOUSE) EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated February 10, 1998, included in the Registration Statement (Form S-1 No. 333-42323) which is incorporated by reference in this Registration Statement on Form S-1 of DoubleClick Inc. for the registration of 575,000 shares of its common stock. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP New York, New York February 19, 1998 -----END PRIVACY-ENHANCED MESSAGE-----