-----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, AwOaJQNUgwCZdV1NvcYGH9jDgrOJsrQrafej0lBUgW2f8oQpRUf4TCNzi34TsP9T yT/4yyh1cQpO7h42nDoEtw== 0000950117-01-000108.txt : 20010123 0000950117-01-000108.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950117-01-000108 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000924 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010122 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/A SEC ACT: SEC FILE NUMBER: 000-23709 FILM NUMBER: 1512523 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): JANUARY 22, 2001 (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 January 22, 2001, DoubleClick Inc. ("DoubleClick"), Atlas Merger Sub, Inc., a Tennessee corporation and a direct, wholly owned subsidiary of DoubleClick ("Tennessee Sub"), Atlas Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of DoubleClick ("Merger Sub") and @plan.inc ("@plan") entered into a Letter Agreement (the "Letter Agreement") amending the Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of November 17, 2000, among DoubleClick, Tennessee Sub, Merger Sub and @plan (the "Merger Agreement" and, as so amended, the "Amended Merger Agreement"). The Letter Agreement is filed as Exhibit 2.1.2 hereto and is incorporated herein by reference. In connection with the execution of the Agreement and Plan of Merger and Reorganization, dated as of September 24, 2000, among DoubleClick, Tennessee Sub and @plan (the "Original Merger Agreement"), certain of @plan's shareholders entered into Shareholder Agreements (and related irrevocable proxies) with DoubleClick, each dated as of the date of the Original Merger Agreement, pursuant to which they agreed to vote in the aggregate 48.6% of the outstanding @plan common stock for the approval of the Original Merger Agreement and all other transactions contemplated by the Original Merger Agreement. The form of this Shareholder Agreement is attached as Annex A to the Original Merger Agreement. In connection with the execution of the Merger Agreement, these @plan shareholders each executed a Shareholder Letter (and an irrevocable proxy that superceded the original proxy), dated as of the date of the Merger 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 Merger Agreement. In connection with the execution of the Letter Agreement, these @plan shareholders each executed a New Shareholder Letter (and an irrevocable proxy that supercedes the prior proxy), dated as of the date of the Letter Agreement, confirming that their obligations under the Shareholder Agreements and the Shareholder Letters remain in full force and effect. The form of this letter is filed as Exhibit 2.1.3 and is incorporated herein by reference. In connection with the @plan Special Shareholders' Meeting to consider and vote upon the approval of the Amended Merger Agreement, @plan has mailed a letter to @plan shareholders, filed as Exhibit 99.5 hereto and incorporated herein by reference, and provided @plan shareholders with an Amended Notice of Special Shareholders' Meeting, filed as Exhibit 99.6 hereto and incorporated herein by reference. Consummation of the merger contemplated by the Amended Merger Agreement 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, 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.) 2.1.2 Letter Agreement, dated as of January 22, 2001, among DoubleClick Inc., Atlas Merger Sub, Inc., Atlas Acquisition Corp. and @plan.inc. 2.1.3 Form of New Shareholder Letter (and irrevocable proxy), dated as of January 22, 2001, by and between DoubleClick Inc. and certain shareholders of @plan.inc. 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.) 99.5 Letter to @plan.inc shareholders, dated January 22, 2001. 99.6 Amended Notice of Special Shareholders' Meeting of @plan.inc.
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/ Jeff Epstein _____________________________________ Name: Jeffrey E. Epstein Title: Executive Vice President Dated: January 22, 2001
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.) 2.1.2 Letter Agreement, dated as of January 22, 2001, among DoubleClick Inc., Atlas Merger Sub, Inc., Atlas Acquisition Corp. and @plan.inc. 2.1.3 Form of New Shareholder Letter (and irrevocable proxy), dated as of January 22, 2001, by and between DoubleClick Inc. and certain shareholders of @plan.inc. 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.) 99.5 Letter to @plan.inc shareholders, dated January 22, 2001. 99.6 Amended Notice of Special Shareholders' Meeting of @plan.inc.
EX-2 2 0002.txt EXHIBIT 2.1.2 DOUBLECLICK INC. 450 WEST 33RD STREET NEW YORK, NEW YORK 10001 January 22, 2001 @plan.inc Three Landmark Square, Suite 400 Stamford, CT 06901 Re: 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 (the 'Merger Agreement') Ladies and Gentlemen: This Letter Agreement will confirm our agreement to modify the terms of the Merger Agreement. Capitalized terms used herein without definition shall have the same meanings ascribed to them in the Merger Agreement. Notwithstanding anything to the contrary in the Merger Agreement, the Merger Agreement is hereby modified as follows: 1. At the Effective Time, at Parent's election, either (a) Company shall be merged with and into Merger Sub (as is currently provided for in the Merger Agreement); (b) Merger Sub shall be merged with and into Company or (c) Company shall be merged with and into Parent; provided that, Parent may only elect (b) above in the event it elects to pay the Merger Consideration pursuant to Section 3.01(a)(ii) of the Merger Agreement. In the event that Parent makes the election contemplated by either (b) or (c) above, the Merger Agreement shall be deemed modified and amended in all respects necessary to give effect thereto, including, without limitation, (i) that as a result thereof, Company shall continue as the Surviving Corporation of the Merger as a wholly owned Subsidiary of Parent (in the event of the election contemplated by (b)) or Parent shall continue as the Surviving Corporation of the Merger (in the event of the election contemplated by (c)); and (ii) that at the Effective Time, except as otherwise provided in the Merger Agreement, (A) in the event of the election contemplated by (b), all the property, rights, privileges, powers and franchises of Company and Merger Sub shall vest in Company as the Surviving Corporation, and all debts, liabilities and duties of Company and Merger Sub shall become the debts, liabilities and duties of Company as the Surviving Corporation or (B) in the event of the election contemplated by (c), all the property, rights, privileges, powers and franchises of Company shall vest in Parent as the Surviving Corporation, and all debts, liabilities and duties of Company shall become the debts, liabilities and duties of Parent as the Surviving Corporation. Each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to give effect to and implement the modifications to the Merger Agreement set forth herein; provided however, that the Merger Agreement shall otherwise remain unmodified and in full force and effect (including, for the avoidance of doubt, Sections 3.06(b) and 6.05 thereof, in the event that Parent elects to pay the Merger Consideration pursuant to Section 3.01(a)(i) of the Merger Agreement). 2. The parties hereto, being all of the parties to the Merger Agreement, hereby acknowledge and agree that this Letter Agreement constitutes a valid amendment of the Merger Agreement pursuant to Section 9.03 thereof. This Letter Agreement may be executed and delivered (including by facsimile transmission) in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. [The remainder of this page is intentionally left blank.] If the foregoing correctly sets forth the understanding and agreement among the parties, please sign below and return one original executed copy of this Letter Agreement. Very truly yours, DOUBLECLICK INC. By: /s/ JEFF EPSTEIN ....................................... Name: Jeff Epstein Title: Executive Vice President ATLAS ACQUISITION CORP. By: /s/ Jeff Epstein ....................................... Name: Jeff Epstein Title: Executive Vice President ATLAS MERGER SUB, INC. By: /s/ Jeff Epstein ....................................... Name: Jeff Epstein Title: Executive Vice President Confirmed and agreed as of the date first written above: @PLAN.INC By: /s/ MARK K. WRIGHT ........................................ Name: Mark K. Wright Title: CEO EX-2 3 0003.txt EXHIBIT 2.1.3 FORM OF NEW SHAREHOLDER LETTER January 22, 2001 DoubleClick Inc. 450 West 33rd Street New York, NY 10001 Attention: Elizabeth Wang, Esq. Facsimile No: (212) 287-9804 Re: Shareholder Agreement, dated as of September 24, 2000 (the 'Shareholder Agreement') and Shareholder Letter, dated as of November 17, 2000 (the 'Shareholder Letter'), each by and between the undersigned and DoubleClick Inc. ('Parent') Dear Ms. Wang: The undersigned shareholder entered into (i) the Shareholder Agreement in connection with the Agreement and Plan of Merger and Reorganization among Parent, Atlas Merger Sub, Inc. and @plan.inc ('Company'), as of September 24, 2000 (the 'Original Agreement') and (ii) the Shareholder Letter in connection with the Amended and Restated Agreement and Plan of Merger and Reorganization among Parent, Atlas Acquisition Corp., Atlas Merger Sub, Inc. and Company, as of November 17, 2000 (the 'Amended Merger Agreement'). Terms used without definition herein have the meaning ascribed thereto in the Shareholder Agreement and the Shareholder Letter. In connection with the execution and delivery of the Letter Agreement among Parent, Atlas Acquisition Corp., Atlas Merger Sub, Inc. and Company, dated as of the date hereof (the 'Letter Agreement'), which amends the Amended Merger Agreement, the undersigned shareholder hereby: 1. Agrees that for purposes of this New Shareholder Letter, the term (a) 'Merger Agreement' shall refer to the Amended Merger Agreement, as amended by the Letter Agreement, (b) 'Transaction' shall refer to the acquisition by Parent of the outstanding securities of Company pursuant to either a statutory merger of (i) Company with and into Atlas Acquisition Corp., (ii) Atlas Acquisition Corp. with and into Company, or (iii) Company with and into Parent, as set forth in the Merger Agreement, in which each outstanding share of capital stock of Company will be converted into either a combination of shares of common stock of Parent and cash, or all cash, as set forth in the Merger Agreement, and (c) 'Proxy' shall refer to the irrevocable proxy in the form attached hereto as Exhibit I. 2. Reaffirms all of its representations, warranties, covenants and obligations under the Shareholder Agreement and the Shareholder Letter, including, without limitation, its agreement to vote the Shares and any New Shares in favor of the approval and adoption of the Merger Agreement and of the Transaction. 3. Confirms that the entering into of the Letter Agreement is not an amendment of the Original Agreement or the Amended Merger Agreement in a manner materially adverse to its interests. [The remainder of this page is intentionally left blank.] Very truly yours, SHAREHOLDER ................................... Name: Title: Agreed to and accepted as of the date first written above: DOUBLECLICK INC. By: .................................. Name: Title: cc: Scott L. Kaufman, Esq. Brobeck, Phleger & Harrison LLP 1633 Broadway New York, NY 10019 Facsimile No: (212) 586-7878 EXHIBIT I IRREVOCABLE PROXY TO VOTE STOCK OF @Plan.inc [ATTACHED] IRREVOCABLE PROXY TO VOTE STOCK OF @Plan.inc The undersigned shareholder of @plan.inc, a Tennessee corporation ('Company'), hereby irrevocably (to the full extent permitted by the Tennessee Business Corporation Act) 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. 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 (as defined below). This Irrevocable Proxy is irrevocable (to the extent provided in the Tennessee Business Corporation Act), is coupled with an interest, and is granted in consideration of Parent entering into that certain Letter Agreement (the 'Letter Agreement'), by and among Parent, Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ('Merger Sub'), Atlas Merger Sub, Inc., a Tennessee corporation and a wholly owned subsidiary of Parent, and Company, which Letter Agreement amends the Amended and Restated Agreement and Plan of Merger and Reorganization, by and among Parent, Merger Sub, Atlas Merger Sub, Inc. and Company (as so amended by the Letter Agreement, the 'Merger Agreement'). The Merger Agreement provides for the merger of either (i) Company with and into Merger Sub, (ii) Merger Sub with and into Company or (iii) Company with and into Parent (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 Tennessee Business Corporation Act), 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 (provided the Merger Agreement shall not have been amended in a manner materially adverse to the interests of the undersigned) and of the transaction 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: January 22, 2001 ..................................... (Signature of Shareholder) ..................................... (Print Name of Shareholder) Shares beneficially owned: ____ shares of Company Common Stock EX-99 4 0004.txt EXHIBIT 99.5 [Logo] THREE LANDMARK SQUARE, SUITE 400 STAMFORD, CONNECTICUT 06901 January 22, 2001 Dear Shareholder: I am writing to you today to inform you about a technical modification to the agreement relating to our proposed merger with DoubleClick Inc. On January 22, 2001, we entered into an amendment to the merger agreement to provide flexibility in the mechanics and the structure of the merger in order to realize the most beneficial tax treatment for the parties involved. A copy of the amendment is enclosed with this letter. No other terms of the amended and restated merger agreement were modified. IN PARTICULAR, NO TERMS RELATING TO THE MERGER CONSIDERATION YOU WILL RECEIVE HAVE BEEN AMENDED, WHICH REMAIN AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS RELATING TO THE MERGER, DATED DECEMBER 22, 2000. DoubleClick will elect the exact form of merger consideration on the business day prior to the closing. We have provided an amended Notice of Special Shareholders' Meeting which reflects this modification, and have also included a new proxy card in the event that you wish to revoke your proxy in the manner set forth in the proxy statement/prospectus relating to the merger, dated December 22, 2000. You may use either proxy card to vote on matters brought before the special shareholders' meeting. If you have already voted and do not wish to change your vote, no further action by you is required in connection with the special shareholders' meeting. The Board of Directors remains committed to our transaction and recommends that all shareholders vote FOR approval of the amended and restated merger agreement (as amended). All shareholders are invited to attend the special shareholders' meeting in person. Whether or not you plan to attend, in order that your shares may be represented at the special shareholders' meeting, please complete, sign and date your proxy and return it as soon as possible. If you attend the special shareholders' meeting in person, you may, if you wish, vote personally on all matters brought before the special shareholders' meeting even if you have previously returned your proxy. Sincerely, /s/ Mark K. Wright MARK K. WRIGHT Chairman EX-99 5 0005.txt EXHIBIT 99.6 [Logo] THREE LANDMARK SQUARE, SUITE 400 STAMFORD, CONNECTICUT 06901 --------------------------------- AMENDED NOTICE OF SPECIAL SHAREHOLDERS' MEETING TO BE HELD AT 10:00 A.M. ON FEBRUARY 2, 2001 --------------------------------- To the Shareholders of @plan.inc: This Amended Notice is Hereby Given in respect of the special meeting of shareholders of @plan.inc to be held at The Westin Stamford Hotel, 1 First Stamford Place, Stamford, Connecticut 06902, at 10:00 a.m., local time on February 2, 2001 for the following purposes: 1. The Merger. To consider and vote upon a proposal to approve the Amended and Restated Agreement and Plan of Merger and Reorganization (as amended) among DoubleClick Inc., Atlas Merger Sub, Inc., Atlas Acquisition Corp. and @plan; 2. Authority to Adjourn. To grant the @plan board of directors discretionary authority to adjourn the special shareholders' meeting to solicit additional votes for approval of the Amended and Restated Agreement and Plan of Merger and Reorganization (as amended); and 3. Other Business. To transact such other business as may properly come before the special meeting or any adjournment or postponement. Only shareholders of record at the close of business on December 19, 2000 are entitled to receive notice of and to vote at the special meeting or any adjournment or postponement thereof. Holders of shares of @plan's common stock held of record at the close of business on the record date are entitled to one vote per share on each matter considered and voted on at the special shareholders' meeting. The affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote at the special shareholders' meeting is required to approve the amended and restated merger agreement (as amended). A list of shareholders as of the record date will be open for examination during the special shareholders' meeting and at @plan's offices, Three Landmark Square, Suite 400, Stamford, Connecticut 06901, beginning two business days after notice of the special shareholders' meeting was first given. THE BOARD OF DIRECTORS OF @Plan RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE AMENDED AND RESTATED MERGER AGREEMENT (AS AMENDED). Your vote is important regardless of the number of shares you own. To ensure that your shares are represented at the special shareholders' meeting, we urge you to complete, date and sign your proxy and mail it promptly, whether or not you plan to attend the special shareholders' meeting in person. You may revoke your proxy in the manner set forth in the proxy statement/prospectus relating to the merger, dated December 22, 2000 at any time before it has been voted at the special shareholders' meeting. You may vote in person at the special shareholders' meeting even if you have returned a proxy. By Order of The Board of Directors, /s/ Mark K. Wright MARK K. WRIGHT Chairman Stamford, Connecticut January 22, 2001 -----END PRIVACY-ENHANCED MESSAGE-----