-----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, UCVBTJ6IWD/3k8cAAeCnSYBFE9S1/8kEbdWYjWXbvoFe0NgoqRCblRNAYQTpj20p cEt4EAaPVtLyS4tIZPU+Iw== /in/edgar/work/0000950117-00-002495/0000950117-00-002495.txt : 20001121 0000950117-00-002495.hdr.sgml : 20001121 ACCESSION NUMBER: 0000950117-00-002495 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000924 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001120 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-23709 FILM NUMBER: 773847 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 8-K/A 1 0001.txt DOUBLECLICK INC. 8-K/A - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K/A 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 20, 2000 (SEPTEMBER 24, 2000) ----------------------- DOUBLECLICK INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-23709 13-3870996 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 450 WEST 33RD STREET 10001 NEW YORK, NEW YORK (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 683-0001 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) N.A. (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) - ------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On November 17, 2000, DoubleClick Inc. ("DoubleClick") and @plan.inc. ("@plan") issued a joint press release announcing that they had amended and restated the Agreement and Plan of Merger and Reorganization, dated as of September 24, 2000 (the "Merger Agreement" and, as amended and restated, the "Amended and Restated Merger Agreement"), among DoubleClick, Atlas Merger Sub, Inc., a Tennessee corporation and a direct, wholly owned subsidiary of DoubleClick, and @plan. Pursuant to the Amended and Restated Merger Agreement, @plan will be merged with and into Atlas Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of DoubleClick ("Merger Sub") (the "Merger"), with Merger Sub continuing as the surviving corporation. As a result of the Merger, @plan will become a wholly owned subsidiary of DoubleClick. For information regarding the terms and conditions of the Merger, including the consideration to be paid to @plan's shareholders, reference is made to the Amended and Restated Merger Agreement, filed as Exhibit 2.1.1 and incorporated herein by reference, and the filing made pursuant to Rule 425 by DoubleClick, dated November 17, 2000, which is incorporated herein by reference. In connection with the execution of the Merger Agreement, certain of @plan's shareholders entered into Shareholder Agreements with DoubleClick, dated as of September 24, 2000, pursuant to which they agreed to vote in the aggregate 48.6% of the outstanding @plan common stock for the approval of the Merger Agreement and all other transactions contemplated by the Merger Agreement. The form of this Shareholder Agreement is attached as Annex A to the Merger Agreement. In connection with the execution of the Amended and Restated Merger Agreement, these @plan shareholders executed a letter agreement confirming that their obligations under the Shareholder Agreements remain in full force and effect. The form of this letter is attached as Annex A-1 to the Amended and Restated Merger Agreement. Consummation of the Merger is subject to customary closing conditions, including approval by @plan's shareholders. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NUMBER 2.1 Agreement and Plan of Merger and Reorganization, dated as of September 24, 2000, among DoubleClick Inc., Atlas Merger Sub, Inc. and @plan.inc, including annexes thereto but excluding any schedules. (Incorporated herein by reference to @plan.inc's Form 8-K filing, dated September 27, 2000.) 2.1.1 Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of November 17, 2000, among DoubleClick Inc., Atlas Merger Sub, Inc., Atlas Acquisition Corp. and @plan.inc., including annexes thereto but excluding any schedules. (Incorporated herein by reference to @plan's Form 8-K/A filing, dated November 17, 2000.) 99.1 Press Release of DoubleClick, dated September 25, 2000. (Incorporated by reference to DoubleClick's Rule 425 filing, dated September 25, 2000.) 99.2 DoubleClick/@plan Analyst Speech. (Incorporated by reference to DoubleClick's Rule 425 filing, dated September 25, 2000.) 99.3 DoubleClick/@plan Q&A. (Incorporated by reference to DoubleClick's Rule 425 filing, dated September 25, 2000.) 99.4 Press Release of DoubleClick, dated November 17, 2000. (Incorporated by reference to DoubleClick's Rule 425 filing, dated November 17, 2000.)
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOUBLECLICK INC. ----------------------------------- (Registrant) By: /s/ Jeffrey E. Epstein ------------------------------- Name: Jeffrey E. Epstein Title: Executive Vice President Dated: November 20, 2000
EXHIBIT EXHIBIT INDEX 2.1 Agreement and Plan of Merger and Reorganization, dated as of September 24, 2000, by and among DoubleClick Inc., Atlas Merger Sub, Inc. and @plan.inc, including annexes thereto but excluding any schedules. (Incorporated herein by reference to @plan.inc's Form 8-K filing, dated September 27, 2000.) 2.1.1 Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of November 17, 2000, among DoubleClick Inc., Atlas Merger Sub, Inc., Atlas Acquisition Corp. and @plan.inc., including annexes thereto but excluding any schedules. (Incorporated herein by reference to @plan's Form 8-K/A filing, dated November 17, 2000.) 99.1 Press Release of DoubleClick, dated September 25, 2000. (Incorporated by reference to DoubleClick's Rule 425 filing, dated September 25, 2000.) 99.2 DoubleClick/@plan Analyst Speech. (Incorporated by reference to DoubleClick's Rule 425 filing, dated September 25, 2000.) 99.3 DoubleClick/@plan Q&A. (Incorporated by reference to DoubleClick's Rule 425 filing, dated September 25, 2000.) 99.4 Press Release of DoubleClick, dated November 17, 2000. (Incorporated by reference to DoubleClick's Rule 425 filing, dated November 17, 2000.)
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