-----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, SqXGUDE4wKoFFDcCZ0cQL7EsNZx1CIrlS/+EuhnPkDkAtMItB38HjCl4UEEbGRy4 NV3XWwPL4L7MwJkw87QW/g== 0000950117-02-000104.txt : 20020414 0000950117-02-000104.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950117-02-000104 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020124 EFFECTIVENESS DATE: 20020124 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-81346 FILM NUMBER: 02516674 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 a31916.txt DOUBLECLICK FORM S-8 As filed with the Securities and Exchange Commission on January 24, 2002 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 (IRS Employer Identification No.) incorporation or organization)
450 West 33rd Street New York, New York 10001 (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) ---------------- Kevin P. Ryan Chief Executive Officer DoubleClick Inc. 450 West 33rd Street New York, New York 10001 (Name and address of agent for service) (212) 683-0001 (Telephone number, including area code, of agent for service) ---------------- CALCULATION OF REGISTRATION FEE
Amount to be Offering Price Aggregate Amount of Title of Securities to be Registered Registered (1) per Share(2) Offering Price Registration Fee - --------------------------------------------------------------------------------------------------------------- DoubleClick Inc. 1997 Stock Incentive Plan 2,400,000 $11.67 $28,008,000 $2,576.74 Common Stock, $0.001 par value - --------------------------------------------------------------------------------------- ----------------------- DoubleClick Inc. 1999 Employee Stock Purchase Plan, 900,000 $11.67 $10,503,000 $966.28 Common Stock, $0.001 par value ===============================================================================================================
(1) This Registration Statement shall also cover any additional shares of the Registrant's Common Stock which become issuable under the DoubleClick Inc. 1997 Stock Incentive Plan and the DoubleClick Inc. 1999 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of the Registrant's Common Stock on January 22, 2002, as reported by the Nasdaq National Market. =============================================================================== PART II Information Required in the Registration Statement On March 19, 1998, DoubleClick Inc. (the "Registrant") filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (File No. 333-48277) relating to 3,000,000 shares of Common Stock to be offered and sold under its 1997 Stock Incentive Plan (the "1997 Plan"). On November 9, 1999, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-90653) relating to an additional 8,000,000 shares of Common Stock to be offered and sold under the 1997 Plan. On February 18, 2000, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-30726) relating to an additional 4,748,152 shares of Common Stock to be offered and sold under the 1997 Plan. On February 14, 2001, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-55618) relating to an additional 2,400,000 shares of Common Stock to be offered and sold under the 1997 Plan. The contents of these prior Registration Statements are incorporated in this Registration Statement by reference. On November 9, 1999, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-90653) relating to 500,000 shares of Common Stock to be offered and sold under its 1999 Employee Stock Purchase Plan (the "1999 Plan"). On February 14, 2001, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-55618) relating to an additional 900,000 shares of Common Stock to be offered and sold under the 1999 Plan. The contents of these prior Registration Statements are incorporated in this Registration Statement by reference. Item 3. Incorporation of Documents by Reference The Registrant hereby incorporates by reference in this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the SEC on March 13, 2001; (b) The Registrant's Quarterly Reports on Form 10-Q for the periods ending March 31, 2001, June 30, 2001 and September 30, 2001 filed with the SEC on May 15, 2001, August 14, 2001 and November 14, 2001 respectively; (c) The Registrant's Current Reports on Form 8-K filed with the SEC on February 2, 2001, February 5, 2001, March 22, 2001, June 14, 2001, October 17, 2001, November 21, 2001 and January 16, 2002; and (d) The Registrant's Registration Statement No. 000-23709 on Form 8-A filed with the SEC on February 2, 1998 and amended on February 9, 1998 and December 1, 1998, in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 8. Exhibits
Exhibit Number Exhibit - ------ ------- 4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-23709 on Form 8-A, and the exhibits thereto, which are incorporated herein by reference pursuant to Item 3(d) of this Registration Statement. 5 Opinion of Brobeck, Phleger & Harrison LLP. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 23.3 Consent of KPMG LLP, Independent Auditors. 24 Power of Attorney is contained in this Registration Statement.
SIGNATURES Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 24th day of January, 2002. DoubleClick Inc. By: /s/ Kevin P. Ryan ------------------------------------ Kevin P. Ryan Chief Executive Officer and Director POWER OF ATTORNEY We, the undersigned officers and directors of DoubleClick Inc., a Delaware corporation, hereby severally constitute and appoint Kevin P. Ryan and Bruce Dalziel, and each of them individually, with full powers of substitution and resubstitution, our true and lawful attorneys and agents, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures Title Date - --------------------------------------- ---------------------------------------------- ---------------- /s/ Kevin J. O'Connor Chairman of the Board January 24, 2002 - --------------------------------------- Kevin J. O'Connor /s/ Kevin P. Ryan Chief Executive Officer (principal executive January 24, 2002 - --------------------------------------- officer) and Director Kevin P. Ryan /s/ Dwight A. Merriman Director January 24, 2002 - --------------------------------------- Dwight A. Merriman /s/ David N. Strohm Director January 24, 2002 - --------------------------------------- David N. Strohm /s/ Mark E. Nunnelley Director January 24, 2002 - --------------------------------------- Mark E. Nunnelley /s/ W. Grant Gregory Director January 24, 2002 - --------------------------------------- W. Grant Gregory /s/ Don Peppers Director January 24, 2002 - --------------------------------------- Don Peppers /s/ Thomas S. Murphy Director January 24, 2002 - --------------------------------------- Thomas S. Murphy /s/ Bruce Dalziel Chief Financial Officer (principal financial January 24, 2002 - --------------------------------------- officer) Bruce Dalziel /s/ Thomas Etergino Vice President of Corporate Finance (principal January 24, 2002 - --------------------------------------- accounting officer) Thomas Etergino
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 DOUBLECLICK INC. EXHIBIT INDEX
Exhibit Number Exhibit - ------- -------- 4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-23709 on Form 8-A, and the exhibits thereto, which are incorporated herein by reference pursuant to Item 3(d) of this Registration Statement. 5 Opinion of Brobeck, Phleger & Harrison LLP. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 23.3 Consent of KPMG LLP, Independent Auditors. 24 Power of Attorney is contained in this Registration Statement.
EX-5 3 ex5.txt EXHIBIT 5 DRAFT EXHIBIT 5 OPINION OF BROBECK, PHLEGER & HARRISON LLP January 24, 2002 DoubleClick Inc. 450 West 33rd Street New York, New York 10001 Re: DoubleClick Inc. Registration Statement on Form S-8 for 2,400,000 shares of Common Stock under the DoubleClick Inc. 1997 Stock Incentive Plan and 900,000 shares of Common Stock under the DoubleClick Inc. Employee Stock Purchase Plan ----------------------------------------------------------------------- Ladies and Gentlemen: We have acted as counsel to DoubleClick Inc., a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of: a) 2,400,000 shares of Common Stock of the Company under the DoubleClick Inc. 1997 Stock Incentive Plan (the "Incentive Plan") and b) 900,000 shares of Common Stock of the Company under the DoubleClick Inc. 1999 Employee Stock Purchase Plan (the "Purchase Plan," and together with the Incentive Plan, the "Plans"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the establishment and amendment, when applicable, of the Plans. Based on such review, we are of the opinion that if, as and when the shares of Common Stock are issued and sold (and the consideration therefor received) pursuant to the provisions of option agreements duly authorized under the Incentive Plan or in accordance with the stock purchase agreements under the Purchase Plan, and in accordance with the Registration Statement, such shares will be duly authorized, legally issued, fully paid and non-assessable. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the shares of Common Stock issuable under the Plans. Very truly yours, /s/ Brobeck, Phleger & Harrison LLP BROBECK, PHLEGER & HARRISON LLP EX-23 4 ex23-1.txt EXHIBIT 23.1 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 11, 2001, except as for Note 16 which is as of February 22, 2001, relating to the consolidated financial statements and financial statement schedule, which appears in DoubleClick Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York January 21, 2002 EX-23 5 ex23-3.txt EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation herein by reference in the Registration Statement on Form S-8 of DoubleClick Inc. of our report dated January 27, 1999, relating to the consolidated statements of operations, stockholders' equity (deficit), and cash flows of NetGravity, Inc. and subsidiaries for the year ended December 31, 1998, and the related financial statement schedule, which report appears in the December 31, 2000, annual report on Form 10-K of DoubleClick Inc. /s/ KPMG LLP January 21, 2002 San Francisco, California -----END PRIVACY-ENHANCED MESSAGE-----