-----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, LELCtHpeL1VVXfSuRI9VnXtDCxUHb8uB3n9OFdukq51O+QnhkdaSs7M7djqJCr2C qTfq6VmDi4FuHIAgw7Hhpw== /in/edgar/work/0000950117-00-002271/0000950117-00-002271.txt : 20001011 0000950117-00-002271.hdr.sgml : 20001011 ACCESSION NUMBER: 0000950117-00-002271 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETCREATIONS INC CENTRAL INDEX KEY: 0001091440 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 113300476 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58417 FILM NUMBER: 737307 BUSINESS ADDRESS: STREET 1: 379 WEST BROADWAY SUITE 202 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 2126251370 MAIL ADDRESS: STREET 1: 379 WEST BROADWAY SUITE 202 CITY: NEW YORK STATE: NY ZIP: 10012 FILED BY: 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: SC 13D 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 SC 13D 1 0001.txt DOUBLECLICK INC. SC13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 NetCreations, Inc. (Name of Issuer) Common Stock, $0.01 Par Value Per Share (Title of Class of Securities) 64110N102 (CUSIP Number) Elizabeth Wang William A. Myers DoubleClick Inc. Brobeck, Phleger & Harrison LLP 450 West 33rd Street 1633 Broadway, 47th Floor New York, NY 10001 New York, NY 10019 (212) 271-8570 (212) 581-1600
- ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 2, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] (Continued on following pages) Page 1 of 7 Pages - ------------------------ -------------------------- ---------------------- CUSIP NO. 64110N102 SCHEDULE 13D PAGE 2 OF 7 PAGES - ------------------------ -------------------------- ---------------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DoubleClick Inc. I.R.S. I.D. # 13-3870996 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ----------- -------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------- ---------------------------------------- SHARES 8 SHARED VOTING POWER 10,097,100 BENEFICIALLY --------- ---------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 REPORTING --------- ---------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,097,100 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 65% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 2 of 7 Pages Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by DoubleClick Inc. that it is the beneficial owner of any of the common stock of NetCreations, Inc. referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. Item 1. Security and Issuer. This statement on Schedule 13D relates to the common stock, $0.01 par value per share (the "Issuer Common Stock"), of NetCreations, Inc., a New York corporation (the "Issuer"). The principal executive offices of the Issuer are located at 379 West Broadway, Suite 202, New York, New York 10012. Item 2. Identity and Background. (a) The name of the person filing this statement is DoubleClick Inc., a Delaware corporation ("DoubleClick"). (b) The address of the principal office and principal business of DoubleClick is 450 West 33rd Street, 16th Floor, New York, New York 10001. (c) DoubleClick is a leading provider of technology-driven marketing and advertising solutions to thousands of advertisers, advertising agencies, Web publishers and e-commerce merchants worldwide. Set forth in Schedule A hereto, which is incorporated herein by reference, is the name and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of DoubleClick's directors and executive officers, as of the date hereof. Other than directors and executive officers, there are no persons controlling DoubleClick. (d) During the past five years, neither DoubleClick nor, to DoubleClick's knowledge, any person named in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither DoubleClick nor, to DoubleClick's knowledge, any person named in Schedule A hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to Federal or State securities laws or finding any violation with respect to such laws. (f) Except as indicated in Schedule A hereto, each of the individuals named therein is a U.S. citizen. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to an Agreement and Plan of Merger and Reorganization, dated as of October 2, 2000 (the "Merger Agreement"), among DoubleClick, Genesis Merger Sub, Inc., a New York corporation and wholly owned subsidiary of DoubleClick ("Merger Sub"), and the Issuer, and subject to the conditions set forth therein, Merger Sub will be merged with and into the Issuer (the "Merger"), with each share of Issuer Common Stock being converted into the Page 3 of 7 Pages right to receive 0.41 of a share of DoubleClick common stock, par value $0.001 per share (the "Merger Consideration"). The Merger is subject to the approval and adoption of the Merger Agreement and the Merger by the shareholders of the Issuer and the satisfaction or waiver of certain other conditions as more fully described in the Merger Agreement. The foregoing summary of the Merger is qualified in its entirety by reference to the copy of the Merger Agreement included as Exhibit 1 to this Schedule 13D and incorporated herein in its entirety by reference. Item 4. Purpose of Transaction. (a) - (b) As described in Item 3 above, this Schedule 13D relates to the Merger of Merger Sub, a wholly owned subsidiary of DoubleClick, with and into the Issuer, in a merger pursuant to New York Business Corporation Law. At the effective time of the Merger, the separate existence of Merger Sub will cease to exist and the Issuer will continue as the surviving corporation and as a wholly owned subsidiary of DoubleClick (the "Surviving Corporation"). Holders of outstanding Issuer Common Stock will receive the Merger Consideration in exchange for each share of Issuer Common Stock held by them immediately prior to the Merger. DoubleClick will assume the Issuer's 1999 Stock Option Plan, as amended, and the Issuer's 2000 Employee Stock Purchase Plan, as well as the outstanding options and purchase rights issued under such plans. As an inducement to DoubleClick to enter into the Merger Agreement, certain shareholders (collectively, the "Shareholders") of the Issuer have entered into a Company Shareholders Agreement, dated as of October 2, 2000 (together with the related irrevocable proxy, the "Shareholders Agreement"), with DoubleClick pursuant to which the Shareholders have agreed to vote an aggregate of 10,097,100 shares of Issuer Common Stock (the "Shares") beneficially owned by the Shareholders in favor of approval and adoption of the Merger Agreement and of the Transaction (as defined in the Shareholders Agreement). Further, by their execution of the Shareholders Agreement, each Shareholder has irrevocably appointed the members of the board of directors of DoubleClick (the "Attorney") as his or her lawful attorney and proxy. Such proxy gives the Attorney the limited right to vote the Shares in all matters related to the Merger. The Shareholders and the number of Shares subject to their respective Shareholder Agreements are set forth in Schedule B hereto, which is incorporated herein by reference. The foregoing summary of the Shareholders Agreement is qualified in its entirety by reference to the copy of the form of Shareholders Agreement included as Exhibit 2 to this Schedule 13D and incorporated herein in its entirety by reference. In exercising its right to vote the Shares as lawful attorney and proxy of the Shareholders, the Attorney will be limited, at every Issuer shareholders' meeting and every written consent in lieu of such meeting, to vote the Shares in favor of approval and adoption of the Merger and the Merger Agreement. The Shareholders may vote the Shares on all other matters. The Shareholders Agreement terminates upon the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement and (ii) the date of termination of the Merger Agreement. As a result of the foregoing, DoubleClick and each Shareholder may be deemed to have formed a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The filing of this Schedule 13D shall not be construed as an admission that DoubleClick is, for the purposes of Section 13(d) or 13(g) of the Exchange Page 4 of 7 Pages Act, the beneficial owner of any securities covered by this Schedule 13D. DoubleClick expressly disclaims beneficial ownership of any shares of Issuer Common Stock that are covered by the Shareholder Agreements. (c) Not applicable. (d) Upon consummation of the Merger, the directors of the Surviving Corporation shall be the existing directors of Merger Sub, who are Kevin P. Ryan, Stephen R. Collins and Greg Ellis. The officers of the Surviving Corporation shall be the existing officers of Merger Sub, until their respective successors are duly elected or appointed and qualified. (e) Other than as a result of the Merger described in Item 3 above, not applicable. (f) Not applicable. (g) Upon consummation of the Merger, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated to read in its entirety as set forth in Exhibit 3 to this Schedule 13D, which is incorporated herein in its entirety by reference. Upon consummation of the Merger, the By-laws of Merger Sub, as in effect immediately prior to the Merger, shall be the By-laws of the Surviving Corporation until thereafter amended. (h) - (i) Upon consummation of the Merger in accordance with the Merger Agreement, the Issuer Common Stock will be delisted from The Nasdaq Stock Market's National Market and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. (j) Other than as described above, DoubleClick currently has no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a) - (i) of this Schedule 13D (although DoubleClick reserves the right to develop such plans). Item 5. Interest in Securities of the Issuer. (a)-(b) As a result of the Shareholders Agreement, DoubleClick may be deemed to be the beneficial owner of the Shares. The Shares constitute approximately 65% of the issued and shares of Issuer Common Stock based on 15,534,000 outstanding shares of Issuer Common Stock represented by the Issuer as outstanding as of October 2, 2000 in the Merger Agreement. DoubleClick has shared power to vote all of the Shares for the limited purposes described above in connection with the Shareholders Agreement. However, (i) DoubleClick does not have the sole power to vote or to direct the vote or to dispose or to direct the disposition of any of the Shares pursuant to the Shareholders Agreement and (ii) is not entitled to any rights as a shareholder of Issuer as to the Shares. As a result of the foregoing, DoubleClick and each Shareholder may be deemed to have formed a "group" within the meaning of Section 13(d) of the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that DoubleClick is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D. DoubleClick expressly disclaims beneficial ownership of any of the Shares. To the best of DoubleClick's knowledge, no shares of Issuer Common Stock are beneficially owned by any of the persons named in Schedule A. Page 5 of 7 Pages (c) Neither DoubleClick nor, to the knowledge of DoubleClick, any person named in Schedule A, has effected any transaction in the Issuer Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as described in Item 4 and incorporated herein by reference, to the knowledge of DoubleClick, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits. The following documents are filed as exhibits: 1. Agreement and Plan of Merger and Reorganization, dated as of October 2, 2000, among DoubleClick Inc., a Delaware corporation, Genesis Merger Sub, Inc., a New York corporation and wholly owned subsidiary of DoubleClick Inc., and NetCreations, Inc., a New York corporation.* 2. Company Shareholders Agreement and irrevocable proxy, dated as of October 2, 2000, among DoubleClick Inc., a Delaware corporation, and certain shareholders of NetCreations, Inc., a New York corporation. 3. Form of Restated Certificate of Incorporation of Net Creations, Inc.** - ---------------------- * Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by DoubleClick Inc. with the Securities and Exchange Commission on October 4, 2000. ** Incorporated herein by reference to Annex B of Exhibit 2.1 of the Current Report on Form 8-K filed by DoubleClick Inc. with the Securities and Exchange Commission on October 4, 2000. Page 6 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 6, 2000 DOUBLECLICK INC. By: /s/ Stephen R. Collins ----------------------- Stephen R. Collins Chief Financial Officer Page 7 of 7 Pages Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF DOUBLECLICK INC.
Present Principal Occupation Including Name of Employer (if other Name than DoubleClick Inc.) Address of Employer - ----------------------------- ---------------------------------- ---------------------------------- Inside Directors (indicated with "*") and Executive Officers of DoubleClick Inc. - ----------------------------- Kevin J. O'Connor* Chairman of the Board of Directors 450 West 33rd Street, 16th Floor New York, New York 10001 Kevin P. Ryan* Chief Executive Officer, President 450 West 33rd Street, 16th Floor and Director New York, New York 10001 Dwight A. Merriman* Chief Technical Officer and Director 450 West 33rd Street, 16th Floor New York, New York 10001 Jeffrey E. Epstein Executive Vice President 450 West 33rd Street, 16th Floor New York, New York 10001 Stephen R. Collins Chief Financial Officer 450 West 33rd Street, 16th Floor New York, New York 10001 Wenda Harris Millard Executive Vice President and General 450 West 33rd Street, 16th Floor Manager, Media New York, New York 10001 Barry M. Salzman(1) Vice President, International Media 450 West 33rd Street, 16th Floor New York, New York 10001 Christopher M. Dice President and Chief Operating 11101 West 120 Avenue Officer, Abacus Direct Broomfield, CO 80021 David Rosenblatt Senior Vice President, Global 450 West 33rd Street, 16th Floor Technology Solutions NewYork, New York 10001 Jonathan Shapiro Senior Vice President, Abacus Online 450 West 33rd Street, 16th Floor New York, New York 10001 Outside Directors ----------------- David N. Strohm General Partner of several venture 755 Page Mill Road capital funds affiliated with Building A, Suite 100 Greylock Management Corporation Palo Alto, California 94304 Mark E. Nunnelly Managing Director of Bain Capital, Two Copley Place Inc., a venture capital group Boston, Massachusetts 02116
- -------- (1) Citizen of Italy. A-1
Present Principal Occupation Including Name of Employer (if other Name than DoubleClick Inc.) Address of Employer - ----------------------------- ---------------------------------- ---------------------------------- Outside Directors - ----------------------------- Thomas S. Murphy Retired Chairman and Chief Executive 77 West 66th Street, 10th Floor Officer, ABC/Cap Cities New York, NY 10023 W. Grant Gregory Chairman of Gregory & Hoenemeyer, 666 Steamboat Road Greenwich, Inc., a merchant banking firm Connecticut 06830 Donald Peppers Chief Executive Officer of Marketing 700 Canal Street 1 to 1/Peppers and Rogers Group, a Stamford, Connecticut 06883 marketing consulting firm
A-2 Schedule B
Shares Beneficially Owned Stockholder Subject to the Shareholders Agreement - ----------- ------------------------------------- Rosalind Resnick 5,289,597 Ryan Scott Druckenmiller 4,807,503
B-1 EX-99 2 0002.txt EXHIBIT 2 Exhibit 2 COMPANY SHAREHOLDERS' AGREEMENT This COMPANY SHAREHOLDERS' AGREEMENT (this "Agreement") is made and entered into as of October 2, 2000 by and among DoubleClick Inc., a Delaware corporation ("Parent"), and the undersigned shareholders (each, a "Shareholder" and collectively, the "Shareholders") of NetCreations, Inc., a New York corporation ("Company"). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below. RECITALS WHEREAS, pursuant to an Agreement and Plan of Merger and Reorganization, dated as of the date hereof, among Parent, Genesis Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Company (such agreement as it may be amended is hereinafter referred to as the "Merger Agreement"), Parent has agreed to acquire the outstanding securities of Company pursuant to a statutory merger of Merger Sub with and into Company (the "Merger") in which each outstanding share of capital stock of Company (the "Company Capital Stock") will be converted into shares of common stock, par value $0.001 per share, of Parent (the "Parent Shares") at the Exchange Ratio set forth in the Merger Agreement (the "Transaction"); WHEREAS, in order to induce Parent to enter into the Merger Agreement and consummate the Transaction, Company has agreed to use its reasonable best efforts to cause certain shareholders of Company to execute and deliver to Parent a Company Shareholders' Agreement upon the terms set forth herein; and WHEREAS, each Shareholder is the registered and beneficial owner of such number of shares of the outstanding capital stock of Company as is indicated on the signature page of this Agreement under the heading "Total Number of Shares of Company Capital Stock owned on the date hereof", and such Shareholder desires to make the number of shares indicated on the signature page of this Agreement under the heading "Total Number of Shares of Company Capital Stock subject to this Agreement" (the "Shares") subject to the terms of this Agreement. NOW, THEREFORE, the parties agree as follows: 1. Ownership of Shares; Transfer. (a)Each Shareholder represents and warrants to Parent that such Shareholder is the beneficial owner of (i.e., has sole or shared voting or investment power with respect to) the Shares. The Shares constitute a portion of such Shareholder's interest in the outstanding capital stock and voting securities of Company. The Shares are free and clear of any liens, claims, options, charges or other encumbrances. Such Shareholder's principal residence or place of business is accurately set forth on the signature page hereto. As used herein, the term "Expiration Date" shall mean the earlier to occur of (i) the Effective Time or (ii) termination of the Merger Agreement in accordance with the terms thereof. (b) Shareholder agrees not to transfer (except as may be specifically required by court order or by operation of law, in which case any such transferee shall agree to be bound hereby), sell, exchange, pledge or otherwise dispose of or encumber any Shares, or to make any offer or agreement relating thereto, at any time prior to the Expiration Date. 2. Agreement to Vote Shares. Prior to the Expiration Date, at every meeting of the shareholders of Company at which any of the following is considered or voted upon, and at every adjournment thereof, and on every action or approval by written resolution of the shareholders of Company with respect to any of the following, each Shareholder shall vote, or, using such Shareholder's best efforts, and to the full extent legally permitted, cause the holder of record to vote the Shares as to which such Shareholder then has voting control, in favor of approval and adoption of the Merger Agreement and of the Transaction. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict any Shareholder from (i) acting in his or her capacity as a director or officer of Company, to the extent applicable, it being understood that this Agreement shall apply to each Shareholder solely in his or her capacity as a shareholder of Company or (ii) voting in his or her sole discretion on any matter other than those matters referred to in the first paragraph of this Section 2. 3. Irrevocable Proxy. Each Shareholder hereby agrees to timely deliver to Parent a duly executed proxy in the form attached hereto as Annex A (the "Proxy"), such Proxy to cover the Shares in respect of which such Shareholder is entitled to vote at each meeting of the shareholders of Company and held by such Shareholder as of the record date for such meeting (including, without limitation, each written consent in lieu of a meeting). In the event that any Shareholder is unable to provide any such Proxy in a timely manner, such Shareholder hereby grants Parent a power of attorney to execute and deliver such Proxy for and on behalf of such Shareholder, such power of attorney, which being coupled with an interest, shall survive any death, disability, bankruptcy or any other such impediment of such Shareholder. Upon the execution of this Agreement by each Shareholder, such Shareholder hereby revokes any and all prior proxies or powers of attorney given by such Shareholder with respect to the Shares and agrees not to grant any subsequent proxies or powers of attorney with respect to the Shares until after the Expiration Date. 4. Representations, Warranties and Covenants of Shareholder. Each Shareholder hereby represents, warrants and covenants to Parent as follows: (a) Each Shareholder has full power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes the valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Shareholder does not, and the performance of such Shareholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or the Shares are or will be bound or affected. (b) Except to the extent otherwise permitted under Section 6.04 of the Merger Agreement, until the Expiration Date, each Shareholder, in the Shareholder's capacity as a Shareholder, will not (and will use such Shareholder's reasonable best efforts to cause its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by such Shareholder, not to): (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the business or properties or capital stock of Company, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate Company or otherwise distribute to the shareholders of Company all or any substantial part of the business, properties or capital stock of Company (each, an "Acquisition Proposal"); (ii) initiate, directly or indirectly, any contact with any person in an effort to or with a view towards soliciting any Acquisition Proposal; (iii) furnish information concerning Company's business, properties or assets to any corporation, partnership, person or other entity or group (other than Parent, or any associate, agent or representative of Parent) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; or (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect of any potential Acquisition Proposal. In the event any Shareholder, in such Shareholder's capacity as a Shareholder, shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, such Shareholder shall promptly inform Parent as to any such matter and the details thereof to the extent possible without breaching any other agreement to which such Shareholder is a party or violating its fiduciary duties. (c) Each Shareholder understands and agrees that if any Shareholder attempts to vote or provide any other person with the authority to vote any of the Shares held by such Shareholder as of the record date for any meeting at which such Shares are to be voted other than in compliance with this Agreement, Company shall not, and such Shareholder hereby unconditionally and irrevocably instructs Company to not record such vote unless and until such Shareholder shall have complied with the terms of this Agreement. 5. No Limitation on Discretion as Director. If any Shareholder is a natural person and is a member of the board of directors of Company, then this Agreement will apply to the exercise by such Shareholder in his or her individual capacity of rights attaching to ownership of the Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of such Shareholder with respect to, any action which may be taken or omitted by him or her acting in his or her fiduciary capacity as a director of Company. 6. Additional Documents. Each Shareholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent, to carry out the purpose and intent of this Agreement. 7. Consent and Waiver. Each Shareholder hereby gives any consents or waivers that are reasonably required for the consummation of the Transaction under the terms of any agreement to which such Shareholder is a party; provided, however, that such Shareholder shall not be required by this Section 7 to give any consent or deliver in his or her capacity as a director or officer of Company. 8. Termination. This Agreement and the Proxy delivered in connection herewith shall terminate and shall have no further force or effect as of the Expiration Date. 9. Confidentiality. Each Shareholder agrees (i) to hold any information regarding this Agreement and the Transaction in strict confidence, and (ii) not to divulge any such information to any third person, except to the extent any of the same is hereafter publicly disclosed by Parent. 10. Miscellaneous. 10.1 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10.2 Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Shareholder solely as a securityholder of Company only with respect to the specific matters set forth herein. 10.3 Amendment and Modification. This Agreement may not be modified, amended, altered or supplemented except by the execution and delivery of a written agreement executed by the parties hereto. 10.4 Specific Performance; Injunctive Relief. The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of each Shareholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity. 10.5 Notices. All notices, requests, demands or other communications that are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered, if delivered by hand, (b) one business day after transmitted, if transmitted by a nationally recognized overnight courier service, (c) when telecopied, if telecopied (which is confirmed), or (d) three business days after mailing, if mailed by registered or certified mail (return receipt requested), to the parties at the following addresses: (a) If to any Shareholder, at the address set forth below such Shareholder's signature at the end hereof. (b) if to Parent, to: DoubleClick Inc. 450 West 33rd Street New York, New York 10001 Attention: Elizabeth Wang, General Counsel Facsimile No: (212) 287-9704 with a copy to: Brobeck, Phleger & Harrison LLP 1633 Broadway, 47th Floor New York, New York 10019 Attention: Eric Simonson Facsimile No.: (212) 586-7878 or to such other address as any party hereto may designate for itself by notice given as herein provided. 10.6 Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of New York without giving effect to the principles of conflicts of law thereof. 10.7 Entire Agreement. This Agreement and the Proxy contain the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matter. 10.8 Counterpart. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. 10.9 Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement. [Remainder of page intentionally left blank.] SIGNATURE PAGE TO COMPANY SHAREHOLDERS' AGREEMENT SIGNATURE PAGE TO COMPANY SHAREHOLDERS' AGREEMENT IN WITNESS WHEREOF, the parties have caused this Company Shareholders' Agreement to be executed as of the date first above written. DOUBLECLICK INC. SHAREHOLDER By: /s/ Jeff Epstein /s/ Rosalind Resnick ---------------------------------- ----------------------------- Name: Jeff Epstein (Signature) ---------------------------- Title: Executive Vice President Rosalind Resnick ------------------------------ (Print Name of Shareholder) ------------------------------ (Print Street Address) ------------------------------ (Print City, State and Zip) ------------------------------ (Print Telephone Number) ------------------------------ (Print Facsimile Number) ------------------------------ (Social Security or Tax I.D. Number) Total Number of Shares of Company Capital Stock owned on the date hereof: Common Stock: 5,754,500 State of Residence: New York Total Number of Shares of Company Capital Stock subject to this Agreement: Common Stock: 5,289,597 IN WITNESS WHEREOF, the parties have caused this Company Shareholders' Agreement to be executed as of the date first above written. DOUBLECLICK INC. SHAREHOLDER By: /s/ Ryan Scott Druckenmiller ------------------------------- --------------------------------- Name: (Signature) ------------------------- Title: ------------------------- Ryan Scott Druckenmiller ----------------------------------- (Print Name of Shareholder) ----------------------------------- (Print Street Address) ----------------------------------- (Print City, State and Zip) ----------------------------------- (Print Telephone Number) ----------------------------------- (Print Facsimile Number) ----------------------------------- (Social Security or Tax I.D. Number) Total Number of Shares of Company Capital Stock owned on the date hereof: Common Stock: 5,230,035 State of Residence: New York Total Number of Shares of Company Capital Stock subject to this Agreement: Common Stock: 4,807,503 IRREVOCABLE PROXY TO VOTE STOCK OF NETCREATIONS, INC. The undersigned shareholder of NetCreations, Inc., a New York corporation ("Company"), hereby irrevocably (to the full extent permitted by New York Business Corporation Law) appoints the members of the board of directors of DoubleClick Inc., a Delaware corporation ("Parent"), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the shares of capital stock of Company indicated on the signature page hereto that are beneficially owned by the undersigned (collectively, the "Shares") in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned's execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable (to the extent provided in New York Business Corporation Law) until the Expiration Date, is coupled with an interest and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), among Parent, Genesis Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Company, which Merger Agreement provides for the merger of Merger Sub with and into Company (the "Merger"). As used herein, the term "Expiration Date" shall mean the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, and (ii) the date of termination of the Merger Agreement. The attorneys and proxies named above, and each of them are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date, to act as the undersigned's attorney and proxy to vote the Shares, and to exercise all voting and other rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the New York Business Corporation Law), at every annual, special or adjourned meeting of the shareholders of Company and in every written consent in lieu of such meeting, in favor of approval and adoption of the Merger Agreement and of the transactions contemplated thereby. The attorneys and proxies named above may not exercise this Irrevocable Proxy on any other matter except as provided above. The undersigned shareholder may vote the Shares on all other matters. All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. This Irrevocable Proxy is coupled with an interest as aforesaid and is irrevocable. Dated: October 2, 2000 /s/ Rosalind Resnick ---------------------------------------- (Signature of Shareholder) Rosalind Resnick ---------------------------------------- (Print Name of Shareholder) Shares subject to this Irrevocable Proxy: 5,289,597 shares of Company Common Stock All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. This Irrevocable Proxy is coupled with an interest as aforesaid and is irrevocable. Dated: October 2, 2000 /s/ Ryan Scott Druckenmiller -------------------------------------- (Signature of Shareholder) Ryan Scott Druckenmiller ------------------------------------- (Print Name of Shareholder) Shares subject to this Irrevocable Proxy: 4,807,503 shares of Company Common Stock SIGNATURE PAGE TO SIGNATURE PAGE TO COMPANY AFFILIATE AGREEMENT -----END PRIVACY-ENHANCED MESSAGE-----