-----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, Uu5LuLSQbbvsdFv9tHCjWjgld39KdsmG8Izgj1fUWDMLOVm6S+pevtIkHVCR8g8L SqaiM8ZTOcaoH4ikzAPzdw== 0000950117-99-002541.txt : 19991209 0000950117-99-002541.hdr.sgml : 19991209 ACCESSION NUMBER: 0000950117-99-002541 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991123 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991208 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: 8-K SEC ACT: SEC FILE NUMBER: 000-23709 FILM NUMBER: 99770860 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 8-K 1 DOUBLECLICK INC. 8-K UNITED STATES 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) November 23, 1999 ----------------------------- DoubleClick Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-23709 13-3870996 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 450 W. 33rd Street, New York, NY 10001 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 683-0001 -------------------------- 41 Madison Avenue, New York, NY 10010 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On November 23, 1999, DoubleClick Inc. (the "Company") completed the acquisition of Abacus Direct Corporation ("Abacus") pursuant to the terms of the previously reported Agreement and Plan of Merger and Reorganization, dated as of June 13, 1999 (the "Agreement"), among the Company, Abacus and Atlanta Merger Corp., a wholly owned subsidiary of the Company ("Merger Sub"). Merger Sub merged with and into Abacus, with Abacus surviving the merger as a wholly owned subsidiary of the Company (the "Merger"). In the Merger, each share of Abacus common stock was converted into the right to receive 1.05 shares of Company common stock. The Company also assumed outstanding options to acquire Abacus common stock and converted these into options to acquire Company common stock at the same exchange ratio used in the Merger for the outstanding Abacus common stock. The terms of the Merger were determined through arms-length negotiations between the Company and Abacus. The Merger is intended to qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as amended, and is intended to be accounted for as a pooling of interests. Following the Merger, the Company caused Abacus to merge with and into the Company. A copy of the Company's press release announcing the effectiveness of the Merger is incorporated herein by reference and included as Exhibit 99.1 hereto. Item 5. Other Events On December 1, 1999, the Company announced it had completed the acquisition of Opt-In Email.com of Boulder, Colorado. A Copy of the press releases issued by the Company on December 1, 1999 announcing the completion of this transaction is incorporated herein by reference and included as Exhibit 99.6 hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Information The required financial statements with respect to Abacus are incorporated by reference to (I) Abacus's Annual Report on Form 10-K for the year ended December 31, 1998 and included as Exhibit 99.2 hereto and (II) Abacus's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and included as Exhibit 99.3 hereto. (b) Pro Forma Financial Information The required pro forma financial statements with respect to Abacus and the Company for the years ended December 31, 1996, 1997 and 1998 are incorporated by reference to the Company's Form S-4 Registration Statement (File No. 333-89435) and included as Exhibit 99.4 hereto, and the required pro forma financial statements with respect to Abacus and the Company for the three month and nine month periods ended September 30, 1999 and 1998, including the pro forma balance sheet as of September 30, 1999, are incorporated by reference herein and included as Exhibit 99.5 hereto. (c) Exhibits 2.1 Agreement and Plan of Merger and Reorganization, dated as of June 13, 1999, among DoubleClick Inc., Atlanta Merger Corp. and Abacus Direct Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 1999) 99.1 Press release issued by the Company on November 23, 1999 announcing the completion of the Company's acquisition of Abacus Direct Corporation. 99.2 Item 6 and Item 8 of Part I of Abacus's Annual Report on Form 10-K for the year ended December 31, 1998 (incorporated by reference to Abacus's Annual Report on Form 10-K for the year ended December 31, 1998). 99.3 Item 1 of Part I of Abacus's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (incorporated by reference to Abacus's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999). 99.4 Unaudited Pro Forma Condensed Combined Financial Statements of the Company and Abacus for the years ended December 31, 1996, 1997 and 1998 (incorporated by reference to the Unaudited Pro Forma Condensed Combined Financial Statements contained in the Company's Form S-4 Registration Statement (File No. 333-89435)). 99.5 Unaudited Pro Forma Condensed Combined Financial Statements of the Company and Abacus for the three month and nine month periods ending September 30, 1999 and 1998, including the pro forma balance sheet as of September 30, 1999. 99.6 Press release issued by the Company on December 1, 1999 announcing the completion of the Company's acquisition of Opt-In Email.com. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DOUBLECLICK INC. ------------------------------------------ December 8, 1999 /s/ Stephen R. Collins - ------------------------------ ------------------------------------------ Date Name: Stephen R. Collins Title: Chief Financial Officer EXHIBIT INDEX Exhibits 2.1 Agreement and Plan of Merger and Reorganization, dated as of June 13, 1999, among DoubleClick Inc., Atlanta Merger Corp. and Abacus Direct Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 1999) 99.1 Press release issued by the Company on November 23, 1999 announcing the completion of the Company's acquisition of Abacus Direct Corporation. 99.2 Item 6 and Item 8 of Part I of Abacus's Annual Report on Form 10-K for the year ended December 31, 1998 (incorporated by reference to Abacus's Annual Report on Form 10-K for the year ended December 31, 1998). 99.3 Item 1 of Part I of Abacus's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (incorporated by reference to Abacus's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999). 99.4 Unaudited Pro Forma Condensed Combined Financial Statements of the Company and Abacus for the years ended December 31, 1996, 1997 and 1998 (incorporated by reference to the Unaudited Pro Forma Condensed Combined Financial Statements contained in the Company's Form S-4 Registration Statement (File No. 333-89435)). 99.5 Unaudited Pro Forma Condensed Combined Financial Statements of the Company and Abacus for the three month and nine month periods ending September 30, 1999 and 1998, including the pro forma balance sheet as of September 30, 1999. 99.6 Press release issued by the Company on December 1, 1999 announcing the completion of the Company's acquisition of Opt-In Email.com. EX-99 2 EXHIBIT 99.1 [DoubleClick LOGO] CONTACTS: DoubleClick Inc. Investor Relations: Ilona Nemeth Sara Pasko 212-683-0001 Abernathy MacGregor Frank Adam Miller/David Sasso 212-371-5999 DOUBLECLICK COMPLETES MERGER WITH ABACUS DIRECT NEW YORK, NY, November 23, 1999--DoubleClick Inc. (Nasdaq: DCLK) announced today that it has completed its merger with Abacus Direct (Nasdaq: ABDR) following today's approval by the stockholders of Abacus Direct and DoubleClick. Under the terms of the merger agreement, holders of Abacus Direct stock are entitled to receive 1.05 shares of DoubleClick common stock for each share of Abacus Direct common stock pursuant to a fixed exchange ratio. DoubleClick will issue approximately 10.5 million shares to complete the exchange. Based on DoubleClick's closing price of $158 on November 22, 1999, the transaction is valued at approximately $1.7 billion. The combined market capitalization of the two companies is approximately $8.8 billion. "The merger with Abacus Direct, along with the recent closing of the NetGravity merger, will allow us to offer publishers and advertisers the most effective means of advertising online," said Kevin O'Connor, Chairman & CEO, DoubleClick. ABOUT DOUBLECLICK INC. DoubleClick Inc. (www.doubleclick.net) is a leading provider of comprehensive global Internet advertising solutions for marketers and Web publishers. Combining technology and media expertise, DoubleClick centralizes planning, execution, control, tracking and reporting for online media campaigns. DoubleClick Inc. has Global headquarters in New York City and maintains offices in Atlanta, Boston, Chicago, Detroit, Dallas, Dublin, Los Angeles, San Francisco, San Mateo, Seattle, Amsterdam, Barcelona, Copenhagen, Dusseldorf, Hamburg, Helsinki, Hong Kong, London, Madrid, Milan, Montreal, Munich, Oslo, Paris, Sao Paulo, Singapore, Stockholm, Sydney, Taipei, Tokyo and Toronto. # # # DOUBLECLICK INC. UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (1) (In thousands, except per share amounts)
Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- -------------------------- 1999 1998 1999 1998 ------------ ----------- ----------- ---------- Revenues $ 74,725 $ 39,844 $ 163,993 $ 92,927 Cost of revenues 29,000 17,558 65,297 44,640 ------------ ----------- ----------- ---------- Gross profit 45,725 22,286 98,696 48,287 Operating expenses Sales and marketing 26,998 13,956 67,096 36,796 General and administrative 9,616 4,932 23,426 13,608 Product development 7,819 3,476 20,468 8,966 Facility relocation & other 388 360 2,520 360 ------------ ----------- ----------- ---------- Total operating expenses 44,821 22,724 113,510 59,730 ------------ ----------- ----------- ---------- Income (loss) from operations 904 (438) (14,814) (11,443) Equity in losses of joint venture (208) - (573) - Interest and other, net 3,891 1,194 9,128 2,784 ------------ ----------- ----------- ---------- Income (loss) before income taxes 4,587 756 (6,259) (8,659) Provision for income taxes (4,520) (3,303) (7,484) (5,309) ------------ ----------- ----------- ---------- Net income (loss) $ 67 $ (2,547) $ (13,743) $ (13,968) ============ =========== =========== ========== Basic and diluted net income (loss) per share $ 0.00 $ (0.05) $ (0.25) $ (0.32) ============ =========== =========== ========== Weighted average shares used in basic net income (loss) per share calculation 55,233 46,875 54,489 43,754 ============ =========== =========== ========== Weighted average shares used in diluted net income (loss) per share calculation 62,683 46,875 54,489 43,754 ============ =========== =========== ==========
(1) The unaudited pro forma combined statements of operations present the effect of the mergers between DoubleClick, NetGravity and Abacus, effective October 26, 1999 and November 23, 1999, respectively, accounted for as poolings of interests. This news release contains statements of a forward-looking nature relating to the future events or the future financial results of DoubleClick. Investors are cautioned that such statements are only predictions and that actual events or results may differ materially. In evaluating such statements, investors should specifically consider the various factors which could cause actual events or results to differ materially from those indicated from such forward-looking statements, including the matters set forth in DoubleClick's reports and documents filed from time to time with the Securities and Exchange Commission. EX-99 3 EXHIBIT 99.5 DOUBLECLICK INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 1999 (IN THOUSANDS)
HISTORICAL PRO FORMA HISTORICAL PRO FORMA DOUBLECLICK NETGRAVITY COMBINED ABACUS COMBINED ----------- ---------- --------- ---------- --------- ASSETS CURRENT ASSETS: Cash, cash equivalents and investments in marketable securities $ 363,309 $ 121,420 $ 484,729 $ 25,465 $ 510,194 Accounts receivable, net 30,471 13,535 44,006 22,822 66,828 Prepaid expenses and other current assets 3,495 2,221 5,716 2,626 8,342 --------- --------- --------- -------- --------- Total current assets 397,275 137,176 534,451 50,913 585,364 Property and equipment, net 26,691 7,318 34,009 7,410 41,419 Other assets 5,752 1,488 7,240 3,644 10,884 --------- --------- --------- -------- --------- Total assets $ 429,718 $ 145,982 $ 575,700 $ 61,967 $ 637,667 ========= ========= ========= ======== ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 24,199 $ 729 $ 24,928 $ 595 $ 25,523 Accrued expenses 15,938 4,362 20,300 10,246 30,546 Deferred revenue 7,463 9,778 17,241 - 17,241 Deferred license and service fees 239 - 239 - 239 --------- --------- --------- -------- --------- Total current liabilities 47,839 14,869 62,708 10,841 73,549 Convertible subordinated notes 250,000 - 250,000 - 250,000 Other liabilities 269 - 269 362 631 STOCKHOLDERS' EQUITY: Common stock 40 18 58 10 68 Additional paid-in capital 205,583 162,525 368,108 15,505 383,613 Accumulated (deficit) earnings (72,625) (30,390) (103,015) 35,249 (67,766) Deferred compensation (197) (1,040) (1,237) - (1,237) Other accumulated comprehensive income (loss) (1,191) - (1,191) - (1,191) --------- --------- --------- -------- --------- Total stockholders' equity 131,610 131,113 262,723 50,764 313,487 --------- --------- --------- -------- --------- Total liabilities and stockholders' equity $ 429,718 $ 145,982 $ 575,700 $ 61,967 $ 637,667 ========= ========= ========= ======== =========
The accompanying notes are an integral part of this unaudited pro forma condensed combined balance sheet. DOUBLECLICK INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1999 (In thousands, except per share amounts)
HISTORICAL PRO FORMA HISTORICAL PRO FORMA DOUBLECLICK NETGRAVITY COMBINED ABACUS COMBINED ----------- ---------- --------- --------- --------- Revenues $ 44,948 $ 6,758 $ 51,706 $ 23,019 $ 74,725 Cost of revenues 22,031 2,999 25,030 3,970 29,000 -------- ------- -------- -------- -------- Gross profit 22,917 3,759 26,676 19,049 45,725 Operating expenses Sales and marketing 18,629 3,446 22,075 4,923 26,998 General and administrative 6,141 1,658 7,799 1,817 9,616 Product development 5,177 1,744 6,921 898 7,819 Facility relocation & other 388 - 388 - 388 -------- ------- -------- -------- -------- Total operating expenses 30,335 6,848 37,183 7,638 44,821 (Loss) income from operations (7,418) (3,089) (10,507) 11,411 904 Equity in losses of joint venture - - - (208) (208) Interest and other, net 2,046 1,548 3,594 297 3,891 -------- ------- -------- -------- -------- (Loss) income before income taxes (5,372) (1,541) (6,913) 11,500 4,587 Provision for income taxes - - - (4,520) (4,520) -------- ------- -------- -------- -------- Net (loss) income $ (5,372) $(1,541) $ (6,913) $ 6,980 $ 67 ======== ======= ======== ======== ======== Basic net (loss) income per share $ (0.13) $ (0.09) $ (0.15) $ 0.70 $ 0.00 ======== ======= ======== ======== ======== Diluted net (loss) income per share $ (0.13) $ (0.09) $ (0.15) $ 0.66 $ 0.00 ======== ======= ======== ======== ======== Weighted average shares used in basic net (loss) income per share calculation 39,824 17,790 44,805 9,931 55,233 ======== ======= ======== ======== ======== Weighted average shares used in diluted net (loss) income per share calculation 39,824 17,790 44,805 10,575 62,683 ======== ======= ======== ======== ========
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements. DOUBLECLICK INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 1999 (In thousands, except per share amounts)
HISTORICAL Pro Forma HISTORICAL PRO FORMA DOUBLECLICK NETGRAVITY Combined ABACUS COMBINED ----------- ---------- --------- ---------- ---------- Revenues $ 98,027 $ 16,978 $ 115,005 $ 48,988 $ 163,993 Cost of revenues 47,069 7,795 54,864 10,433 65,297 --------- -------- --------- -------- --------- Gross profit 50,958 9,183 60,141 38,555 98,696 Operating expenses Sales and marketing 43,688 10,343 54,031 13,065 67,096 General and administrative 14,891 4,075 18,966 4,460 23,426 Product development 12,868 5,321 18,189 2,279 20,468 Facility relocation & other 2,520 - 2,520 - 2,520 --------- -------- --------- -------- --------- Total operating expenses 73,967 19,739 93,706 19,804 113,510 (Loss) income from operations (23,009) (10,556) (33,565) 18,751 (14,814) Equity in losses of joint venture - - - (573) (573) Interest and other, net 5,101 3,163 8,264 864 9,128 --------- -------- --------- -------- --------- (Loss) income before income taxes (17,908) (7,393) (25,301) 19,042 (6,259) Provision for income taxes - - - (7,484) (7,484) --------- -------- --------- -------- --------- Net (loss) income $ (17,908) $ (7,393) $ (25,301) $ 11,558 $ (13,743) ========= ======== ========= ======== ========= Basic net (loss) income per share $ (0.45) $ (0.45) $ (0.57) $ 1.17 $ (0.25) ========= ======== ========= ======== ========= Diluted net (loss) income per share $ (0.45) $ (0.45) $ (0.57) $ 1.10 $ (0.25) ========= ======== ========= ======== ========= Weighted average shares used in basic net (loss) income per share calculation 39,524 16,335 44,098 9,896 54,489 ========= ======== ========= ======== ========= Weighted average shares used in diluted net (loss) income per share calculation 39,524 16,335 44,098 10,511 54,489 ========= ======== ========= ======== =========
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements. DOUBLECLICK INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1998 (In thousands, except per share amounts)
HISTORICAL PRO FORMA HISTORICAL PRO FORMA DOUBLECLICK NETGRAVITY COMBINED ABACUS COMBINED Revenues $ 20,777 $ 3,059 $ 23,836 $ 16,008 $ 39,844 Cost of revenues 13,970 1,214 15,184 2,374 17,558 -------- ------- -------- -------- -------- Gross profit 6,807 1,845 8,652 13,634 22,286 Operating expenses Sales and marketing 7,608 2,859 10,467 3,489 13,956 General and administrative 2,855 794 3,649 1,283 4,932 Product development 1,778 1,298 3,076 400 3,476 Facility relocation & other - - - 360 360 -------- ------- -------- -------- -------- Total operating expenses 12,241 4,951 17,192 5,532 22,724 (Loss) income from operations (5,434) (3,106) (8,540) 8,102 (438) Equity in losses of joint venture - - - - - Interest and other, net 720 283 1,003 191 1,194 -------- ------- -------- -------- -------- (Loss) income before income taxes (4,714) (2,823) (7,537) 8,293 756 Provision for income taxes - - - (3,303) (3,303) -------- ------- -------- -------- -------- Net (loss) income $ (4,714) $ (2,823) $ (7,537) $ 4,990 $ (2,547) ======== ======== ======== ======== ======== Basic net (loss) income per share $ (0.14) $ (0.22) $ (0.21) $ 0.51 $ (0.05) ======== ======== ======== ======== ======== Diluted net (loss) income per share $ (0.14) $ (0.22) $ (0.21) $ 0.49 $ (0.05) ======== ======== ======== ======== ======== Weighted average shares used in basic net (loss) income per share calculation 33,131 12,631 36,668 9,721 46,875 ======== ======== ======== ======== ======== Weighted average shares used in diluted net (loss) income per share calculation 33,131 12,631 36,668 10,202 46,875 ======== ======== ======== ======== ========
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements. DOUBLECLICK INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 1998 (In thousands, except per share amounts)
HISTORICAL PRO FORMA HISTORICAL PRO FORMA DOUBLECLICK NETGRAVITY COMBINED ABACUS COMBINED ----------- ---------- --------- ---------- --------- Revenues $ 51,074 $ 7,395 $ 58,469 $ 34,458 $ 92,927 Cost of revenues 34,539 3,499 38,038 6,602 44,640 -------- ------- -------- -------- -------- Gross profit 16,535 3,896 20,431 27,856 48,287 Operating expenses Sales and marketing 20,117 7,254 27,371 9,425 36,796 General and administrative 7,825 2,256 10,081 3,527 13,608 Product development 4,357 3,358 7,715 1,251 8,966 Facility relocation & other - - - 360 360 -------- ------- -------- -------- -------- Total operating expenses 32,299 12,868 45,167 14,563 59,730 (Loss) income from operations (15,764) (8,972) (24,736) 13,293 (11,443) Equity in losses of joint venture - - - - - Interest and other, net 1,949 339 2,288 496 2,784 -------- ------- -------- -------- -------- (Loss) income before income taxes (13,815) (8,633) (22,448) 13,789 (8,659) Provision for income taxes - - - (5,309) (5,309) -------- ------- -------- -------- -------- Net (loss) income $(13,815) $(8,633) $(22,448) $ 8,480 $(13,968) ======== ======= ======== ======== ======== Basic net (loss) income per share $ (0.44) $ (1.17) $ (0.67) $ 0.87 $ (0.32) ======== ======= ======== ======== ======== Diluted net (loss) income per share $ (0.44) $ (1.17) $ (0.67) $ 0.83 $ (0.32) ======== ======= ======== ======== ======== Weighted average shares used in basic net (loss) income per share calculation 31,501 7,380 33,567 9,702 43,754 ======== ======= ======== ======== ======== Weighted average shares used in diluted net (loss) income per share calculation 31,501 7,380 33,567 10,195 43,754 ======== ======= ======== ======== ========
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements. DOUBLECLICK INC. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS NOTE 1 The unaudited pro forma condensed combined financial statements present the effect of the mergers of DoubleClick, NetGravity and Abacus, effective October 26, 1999 and November 23, 1999, respectively, accounted for as pooling of interests. The unaudited pro forma condensed combined financial statements, including the notes thereto, should be read in conjunction with the historical consolidated financial statements and related notes of DoubleClick, NetGravity and Abacus. All share numbers in these unaudited pro forma condensed combined financial statements for all periods presented have been adjusted to reflect the DoubleClick 2-for-1 stock split that occurred in April 1999. NOTE 2 Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of the incremental common shares issuable upon conversion of the convertible preferred stock (using the if-converted method) and shares issuable upon exercise of stock options and warrants (using the treasury stock method). Common equivalent shares are excluded from the computations if their effect is anti-dilutive. Pro forma net income (loss) per share is computed by adding DoubleClick historical weighted average shares outstanding to NetGravity and Abacus historical weighted average shares outstanding converted to give effect to the exchange ratio of .28 and 1.05, respectively. NOTE 3 The provision for income taxes does not reflect the benefit of DoubleClick's or NetGravity's net losses due to limitations and uncertainty surrounding realization. NOTE 4 It is anticipated that the combined company will incur estimated direct transaction charges of $10.8 million and $16 million related to the NetGravity and Abacus mergers, respectively, in the fourth quarter of 1999. These charges include estimated investment banking and financial advisory fees of approximately $7.3 million and $12.5 million for the NetGravity and Abacus mergers, respectively, and other estimated merger related expenses totaling $3.5 million for each of the mergers, consisting primarily of other professional services and estimated registration expenses. Actual amounts ultimately incurred could differ from the estimated amounts. Additionally, the direct transaction charges do not include integration costs that may be incurred. Neither DoubleClick, NetGravity nor Abacus has estimated the amount or nature of integration costs. EX-99 4 EXHIBIT 99.6 [DoubleClick LOGO] FOR IMMEDIATE RELEASE CONTACT: Jennifer Blum DoubleClick Inc. 212.381.5705 jblum@doubleclick.net Adam Miller/David Sasso (Investors) Abernathy MacGregor Frank 212.371.5999 DOUBLECLICK INC. TO ACQUIRE OPT-IN EMAIL.COM NEW YORK, NY - DECEMBER 1, 1999 - DoubleClick Inc. (Nasdaq: DCLK), the industry's leading Internet advertising solutions company, announced today that the company has agreed to acquire Opt-In Email.com, a leader in Internet email marketing, publishing and list management, based in Boulder, Co., for an undisclosed amount. The all-stock transaction augments DoubleClick's previously announced suite of consent-based email marketing solutions. As a premier Email Marketing Service Bureau, Opt-In Email.com delivers a complete range of content-based email communication programs for more than 25 clients, including online retailers, media firms, software and hardware companies. Clients include Metro-Goldwyn-Mayer, Mail.com, ShopNow.com, Microsoft and iWon.com. Opt-In Email.com can deliver more than 500,000 unique user messages per hour, and to date has delivered more than 1.3 billion emails. On Monday, DoubleClick announced the launch of its email strategy with a comprehensive suite of email products called DARTmail. The product line is comprised of two new technology solutions, DARTmail for Publishers and DARTmail for Advertisers, and two new media solutions, DARTmail Prospect and DARTmail Network. Opt-In Email will be incorporated into the DARTmail for Advertisers product, providing DoubleClick's advertiser clients with full service campaign management solutions immediately, and accelerating DoubleClick's entry into this market segment. Kevin O'Connor, CEO of DoubleClick, said, "As we have outlined in the past, our entry into email marketing was a high priority for us. As a result of this transaction, we will have the ability to immediately offer our clients an extensive e-marketing program, designed to more efficiently target consumers via email. Much like the DoubleClick model, Opt-In Email.com's suite of products offers its clients highly effective tools used in building, measuring and delivering comprehensive one-to-one marketing campaigns." About DoubleClick Inc. DoubleClick Inc. (www.doubleclick.net) is a leading provider of comprehensive global Internet advertising solutions for marketers and Web publishers. Combining technology and media expertise, DoubleClick centralizes planning, execution, control, tracking and reporting for online media campaigns. DoubleClick Inc. has Global headquarters in New York City and maintains offices in Atlanta, Boston, Chicago, Detroit, Dallas, Dublin, Los Angeles, San Francisco, San Mateo, Seattle, Amsterdam, Barcelona, Copenhagen, Dusseldorf, Hamburg, Helsinki, Hong Kong, London, Madrid, Melbourne, Milan, Montreal, Munich, Oslo, Paris, Sao Paulo, Singapore, Stockholm, Sydney, Taipei, Tokyo and Toronto. # # # This news release contains statements of a forward-looking nature relating to the future events or the future financial results of DoubleClick. Investors are cautioned that such statements are only predictions and that actual events or results may differ materially. In evaluating such statements, investors should specifically consider the various factors which could cause actual events or results to differ materially from those indicated from such forward-looking statements, including the matters set forth in DoubleClick's reports and documents filed from time to time with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----