-----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, NtZoaYkFn4g/o4h8gws9txQNeKVOfR+Be4G4YAskz5swcIb9Klc8m32igJ6UdfQy FGKIrIKKF7Skdw6frGgBZw== /in/edgar/work/20000630/0000950117-00-001563/0000950117-00-001563.txt : 20000920 0000950117-00-001563.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950117-00-001563 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOUBLECLICK INC CENTRAL INDEX KEY: 0001049480 STANDARD INDUSTRIAL CLASSIFICATION: [7310 ] IRS NUMBER: 133870996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-23709 FILM NUMBER: 665897 BUSINESS ADDRESS: STREET 1: 450 W 33RD ST STREET 2: 16TH FL CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2123815784 MAIL ADDRESS: STREET 1: 450 W 33RD ST STREET 2: 16TH FL CITY: NEW YORK STATE: NY ZIP: 10001 11-K 1 0001.txt DOUBLECLICK INC. 11-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Commission Ended December 31, 1999 Filed Number 000-23709 -------------------------- ----------------------- DOUBLECLICK INC. 401(k) RETIREMENT SAVINGS PLAN (Name of Plan) ------------------------------- DOUBLECLICK INC. 450 West 33rd Street New York, New York 10001 (Name of Issuer of Securities held pursuant to Plan and address of its principal executive office.) ================================================================================ DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE DECEMBER 31, 1999 AND 1998 DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------
PAGE Report of Independent Accounts 2 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 3 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1999 4 Notes to Financial Statements 5-8 Supplemental Schedule:* Schedule I - Schedule of Assets Held for Investment Purposes 9
*Other schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the DoubleClick Inc. 401(k) Retirement Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the DoubleClick Inc. 401(k) Retirement Savings Plan (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for benefits for the year ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Assets Held for Investment Purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP New York, New York June 27, 2000 2 DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 AND 1998 - --------------------------------------------------------------------------------
1999 1998 ---- ---- ASSETS Investments, at fair value $6,272,451 $1,919,324 Receivables: Employer contribution 29,784 -- Participant contributions 104,226 56,848 ---------- ---------- Total receivables 134,010 56,848 Participant loans 14,601 2,136 ---------- ---------- Net assets available for benefits $6,421,062 $1,978,308 ========== ==========
The accompanying notes are an integral part of these financial statements. 3 DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999 - --------------------------------------------------------------------------------
1999 ---- ADDITIONS Contributions: Participant $2,883,788 Employer 152,180 ---------- TOTAL CONTRIBUTIONS 3,035,968 ---------- Investment income: Interest and dividends 30,249 Net realized and unrealized appreciation in fair value of investments 1,524,242 ---------- TOTAL INVESTMENT INCOME 1,554,491 ---------- TOTAL ADDITIONS 4,590,459 DEDUCTIONS Benefits paid to Plan participants 147,705 ---------- TOTAL DEDUCTIONS 147,705 ---------- NET INCREASE 4,442,754 Net assets available for benefits: Beginning of year 1,978,308 ---------- End of year $6,421,062 ==========
The accompanying notes are an integral part of these financial statements. 4 DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the DoubleClick Inc. 401(k) Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the 401(k) Plan Document for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan established January 1, 1997, covering eligible employees of DoubleClick Inc. (the "Company"), the Plan's sponsor. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the Company's Director of Compensation and Benefits. PARTICIPANT ACCOUNTS A separate account is established and maintained for each Plan participant. Contributions are invested in one or more investment options, as directed by the participant. Income earned and net appreciation or depreciation on Plan investments, for a given investment, are allocated in proportion to the participants' account balances in that fund. On a daily basis, a participant may elect to transfer all or a portion of his or her account balance in a given investment to one or more of the other investments. INVESTMENT OPTIONS Participants may direct contributions in the following investment options: CHASE VISTA U.S. GOVERNMENT MONEY MARKET FUND Funds are invested in debt securities issued or guaranteed by the U.S. Treasury, agencies or authorities of the U.S. Government, and repurchase agreements. CHASE VISTA BALANCED FUND A Funds are invested in both equity and debt securities. Most of the fund's equity securities are in well known, established companies with market capitalizations of at least $200 million and are traded on established securities markets. The fund's debt securities include on-convertible corporate debt and U.S. Government debt securities. CHASE VISTA EQUITY INCOME FUND A Funds are invested primarily in dividend-paying equity securities, including common stock, preferred stock and securities that are convertible into common stock. CHASE VISTA GROWTH & INCOME FUND A Funds are invested in common stocks with a broad range of market capitalizations. CHASE VISTA SMALL CAP OPPORTUNITIES FUND The fund normally invests at least 80% of its assets in equity securities, at least 65% of which are issued by Companies with market capitalizations of up to $1 billion. DREYFUS A BONDS PLUS INC. FUND Funds are invested in obligations of corporations, including short-, intermediate- and long-term obligations, that are rated "A" or better by Moody's Investors Service, Inc. or Standard & Poor's Ratings Group and in obligations guaranteed by the U.S. Government and its agencies. 5 DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- JANUS FUND Funds are invested primarily in common stocks selected for their growth potential. Although the fund can invest in companies of any size, it generally invests in larger, more established companies. JANUS WORLDWIDE FUND Funds are invested in common stocks of companies of any size throughout the world. This fund normally invests in issuers from at least five different countries, including the United States. VANGUARD S&P 500 INDEX FUND Vanguard S&P 500 Index Fund seeks investment results that correspond with price and yield performance of the S&P 500 index. DOUBLECLICK INC. COMMON STOCK Funds are invested in common stock of the Company. CONTRIBUTIONS From January 1, 1999 to October 26, 1999, Plan participants were able to contribute up to 15% of their earnings on a pre-tax basis. Beginning October 27, 1999, the maximum employee contribution was changed to 20% of pre-tax compensation. During 1999, the maximum pre-tax contribution allowed by the Internal Revenue Code was $10,000. Prior to October 27, 1999, the Company did not make contributions on behalf of the participants. Beginning October 27, 1999, the Company began to contribute an amount equal to 50% of the first 6% of a participants contribution. VESTING Participants are fully vested in their contributions and actual earnings thereon. Contributions by the Company become one-half vested to the participant after one year of employment and fully vested after two years of employment. The plan provides that forfeitures, the unvested portion of employer contributions for terminated participants, will serve to reduce future Company contributions. PAYMENT OF BENEFITS Upon retirement, disability, death or termination of employment, participants' account balances are distributed to the participants in the form of a lump-sum amount equal to the value of their accounts, or fixed or variable installments over the lives of the participants and their beneficiaries. Participants are allowed to withdraw certain portions of their vested contributions under certain circumstances, subject to penalty. PARTICIPANT LOANS Participants may borrow from their accounts a minimum of $1,000 up to a maximum of $50,000, or 50% of their vested balance, whichever is the lesser. Loan terms range from one to five years or up to fifteen years for loans used to purchase a primary residence. Loans are secured by the balance in the participant's account and the interest rate is determined by prime plus 1% at time of loan. Principal and interest is paid ratably through bi-weekly payroll deductions. 6 DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States. INVESTMENT VALUATION The Plan's investments in mutual funds are stated at market value based on the latest quoted net asset value per share in an active market. Participant loans are valued at cost, which approximates fair value. USE OF ESTIMATES The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosures at the date of the financial statements and the reported amounts of total additions and deductions in the statement of changes in net assets available for benefits. Actual results could differ from those estimates. INCOME RECOGNITION Dividend and interest income are recorded as earned. Unrealized appreciation or depreciation on investments is accrued. ADMINISTRATIVE EXPENSES All administrative expenses of the Plan, including custodian fees and brokers' commissions, are paid by the Company. 3. INVESTMENTS As of December 31, 1999 and 1998, the Plan's investments were as follows:
1999 1998 ------------- ----------- Chase Vista U.S. Government Money Market Fund $ 191,961 $ 16,784 Chase Vista Balanced Fund A 282,893 137,679* Chase Vista Equity Income Fund A 496,230* 372,401* Chase Vista Growth & Income Fund A 537,279* 224,465* Janus Fund 1,227,821* 242,354* Janus Worldwide Fund 2,207,811* 862,004* Vanguard S&P 500 Index Fund 431,826* -- DoubleClick Inc. Common Stock 655,957* -- Chase Vista Small Cap Opportunities Fund 86,927 -- Dreyfus A Bonds Plus Inc. Fund 153,746 63,637 ---------- ---------- $6,272,451 $1,919,324 ========== ==========
*Represents 5% or more of the Plan's net assets. 7 DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 4. PLAN TERMINATION While the Company has not expressed an intent to terminate the Plan, it reserves the right to amend or terminate the Plan at anytime, subject to the requirements and penalties of ERISA. No such amendment shall have the effect of diverting the whole, or any part, of the assets or income of the Plan for purposes other than for the exclusive benefit of participants and their beneficiaries. 5. TAX STATUS The Internal Revenue Service determined and informed the Trustee by a letter dated June 6, 1991, that the prototype Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has not received an individual determination letter in relation to the adoption of the Trustees prototype plan. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. 6. RECONCILIATION TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
DECEMBER 31, 1999 1998 ------------- ------------- Net assets available for benefits per the $6,421,062 $1,978,308 financial statements Less: Amounts requested by participants to be withdrawn from the Plan but have not yet been paid (16,757) -- ---------- ---------- Net assets available for benefits per the Form 5500 $6,404,305 $1,978,308 ========== ==========
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
DECEMBER 31, 1999 ------------- Benefits paid to participants per the financial statements $147,705 Add: Amounts requested by participants to be withdrawn from the Plan but have not yet been paid 16,757 -------- Benefits paid to participants per the Form 5500 $164,462 ========
8 DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN ITEM 27A FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1999 SCHEDULE I - --------------------------------------------------------------------------------
DESCRIPTION OF CURRENT IDENTITY OF ISSUE INVESTMENT UNITS VALUE ----------------- ---------- ----- ------- * Chase Vista U.S. Government Money Market Fund Mutual Fund 191,961 $191,961 * DoubleClick Inc. Common Stock Common Stock 2,592 655,957 * Chase Vista Balanced Fund A Mutual Fund 18,310 282,893 Vanguard S&P 500 Index Fund Mutual Fund 3,191 431,826 * Chase Vista Equity Income Fund A Mutual Fund 25,087 496,230 * Chase Vista Small Cap Opportunities Fund Mutual Fund 4,404 86,927 * Chase Vista Growth & Income Fund A Mutual Fund 13,640 537,279 Dreyfus A Bonds Plus Inc. Fund Mutual Fund 11,474 153,746 Janus Fund Mutual Fund 27,856 1,227,821 Janus Worldwide Fund Mutual Fund 28,887 2,207,811 ---------- TOTAL INVESTMENTS $6,272,451 ========== * Participant Loans Interest Rate Charged in 1999: prime + 1% Range of Maturity: 1-5 years $14,601 ==========
*Denotes party in interest. 9 EXHIBITS The following Exhibit is being filed with this Annual Report on Form 11-K: (23) Consent of Experts and Counsel: 23.1 Consent of PricewaterhouseCoopers LLP SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, DoubleClick Inc., the administrator of the DoubleClick Inc. 401(k) Retirement Savings Plan, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. DOUBLECLICK INC. 401(k) RETIREMENT SAVINGS PLAN /s/ Elizabeth Wang ---------------------------------- By: Elizabeth Wang, Esq. Vice President and General Counsel DoubleClick Inc. June 30, 2000 Exhibit Index
Number Description - ------ ----------- 23.1 Consent of PricewaterhouseCoopers LLP
EX-23 2 0002.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-90653 and No. 333-95105) of DoubleClck Inc. of our report dated June 27, 2000 relating to the financial statements of the DoubleClick Inc. 401(K) Retirement Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----