SC 13D 1 a29887.txt DOUBLECLICK, INC. SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) MessageMedia, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share -------------------------------------------------------------------------------- (Title of Class of Securities) 337486 10 4 -------------------------------------------------------------------------------- (CUSIP Number) Elizabeth Wang Scott L. Kaufman DoubleClick Inc. Brobeck, Phleger & Harrison LLP 450 West 33rd Street 1633 Broadway, 47th Floor New York, NY 10001 New York, NY 10019 (212) 683-0001 (212) 581-1600 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 1, 2001 -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] (Continued on following pages) Page 1 of 7 Pages ------------------------- -------------------- CUSIP NO. 337486 10 4 SCHEDULE 13D PAGE 2 OF 7 PAGES ------------------------- -------------------- -------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR 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 BENEFICIALLY OWNED BY REPORTING PERSON WITH -------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 25,641,381 -------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,641,381 -------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.36% -------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO --------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT 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 MessageMedia, 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, par value $0.001 per share (the "Issuer Common Stock"), of MessageMedia, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 371 Centennial Parkway, Louisville, CO 80027. 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 provides the infrastructure that makes marketing work in the digital world. Combining media, data and technological expertise, DoubleClick's products and services enable marketers to deliver the right message, to the right person, at the right time, while helping publishers maximize their revenue and build their business online. Set forth in Schedule A 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. (d) During the past five years, neither DoubleClick nor, to DoubleClick's knowledge, any person named in Schedule A to this Statement, 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 to this Statement, 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 on Schedule A, 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 June 1, 2001 (the "Merger Agreement"), by and among DoubleClick, Atlas Acquisition Corp., a Delaware corporation and a 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 issued and outstanding being Page 3 of 7 Pages converted into the right to receive 0.0436 share of DoubleClick common stock, par value $0.001 per share ("DoubleClick Common Stock"), as set forth in the Merger Agreement (the "Merger Consideration"). The Merger is subject to the adoption of the Merger Agreement by the stockholders 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 Issuer in a merger pursuant to the Delaware General 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 1995 Stock Plan, 1999 Non-Officer Stock Option Plan and Decisive Technology Corporation's 1996 Stock Option Plan, each as amended, as well as the outstanding options issued under such plans or certain other agreements, and outstanding warrants to purchase Issuer Common Stock. As an inducement to DoubleClick to enter into the Merger Agreement, certain stockholders (collectively, the "Stockholders") of the Issuer have each entered into a Stockholder Agreement, dated as of June 1, 2001 (together with the related irrevocable proxy, the "Stockholder Agreements"), with DoubleClick pursuant to which the Stockholders have agreed to vote an aggregate of 25,641,381 shares of Issuer Common Stock (the "Shares") beneficially owned by the Stockholders in favor of approval and adoption of the Merger Agreement and of the Transaction (as defined in the Stockholder Agreements). Further, by their execution of the Stockholder Agreements, each Stockholder has irrevocably appointed the members of the Board of Directors of DoubleClick (each, an "Attorney") as his lawful attorney and proxy. Such proxy gives each Attorney the limited right to vote the Shares in all matters related to the Merger. The Stockholders and the number of Shares subject to their respective Stockholder Agreements are set forth in Schedule B hereto, which is incorporated herein by reference. The foregoing summary of the Stockholder Agreements is qualified in its entirety by reference to the copy of the form of Stockholder 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 Stockholders, each Attorney will be limited, at every Issuer stockholders' meeting and every written consent in lieu of such meeting, to voting the Shares in favor of approval of the Merger and the Merger Agreement. The Stockholders may vote the Shares on all other matters. The Stockholder Agreements terminate 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 Stockholder 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 Page 4 of 7 Pages 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 shares of Issuer Common Stock that are covered by the Stockholder 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 Douglas Knopper, until their respective successors are duly elected or appointed and qualified. The officers of the Surviving Corporation shall be the existing officers of Merger Sub, who are Kevin P. Ryan, Douglas Knopper, Jeffrey E. Epstein and Stephen R. Collins, 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 Merger Sub, as in effect immediately prior to the Merger, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the Delaware General Corporation Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to change the name of the Surviving Corporation. Upon consummation of the Merger, the Bylaws of Merger Sub, as in effect immediately prior to the Merger, shall be the Bylaws 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 deregistered under the Exchange Act and delisted from The Nasdaq Stock Market's National Market. (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 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 Stockholder Agreements, DoubleClick may be deemed to be the beneficial owner of the Shares. Such Issuer Common Stock constitutes approximately 37.36% of the issued and outstanding shares of Issuer Common Stock based on 68,632,410 outstanding shares of Issuer Common Stock represented by the Issuer as outstanding as of May 29, 2001 in the Merger Agreement. DoubleClick has shared power to vote all of the Shares for the limited purposes described above in connection with the Stockholder Agreements. However, DoubleClick (i) does not have the sole power to vote or to direct the vote or to dispose or to direct the disposition of any shares of Issuer Common Stock pursuant to the Stockholder Agreements and (ii) is not entitled to any rights as a stockholder of Issuer as to the Shares covered by the Stockholder Agreements. As a result of the foregoing, DoubleClick and each Stockholder 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 Page 5 of 7 Pages this Schedule 13D. DoubleClick expressly disclaims beneficial ownership of any shares of Issuer Common Stock that are covered by the Stockholder Agreements. 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. (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 June 1, 2001, by and among DoubleClick Inc., a Delaware corporation, Atlas Acquisition Corp., a Delaware corporation and wholly owned subsidiary of DoubleClick Inc., and MessageMedia, Inc., a Delaware corporation. 2. Form of Stockholder Agreement and irrevocable proxy, dated as of June 1, 2001, by and among DoubleClick Inc., a Delaware corporation, and certain stockholders of MessageMedia, Inc., a Delaware corporation. 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: June 11, 2001 DOUBLECLICK INC. By: /s/ Jeffrey E. Epstein --------------------------------- Jeffrey E. Epstein Executive Vice President Page 7 of 7 Pages Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF DOUBLECLICK INC.
Present Principal Occupation Including Name of Employer (if other than Name DoubleClick Inc.) Address of Employer ------------------------------ -------------------------------- ----------------------------------- Inside Directors 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 and Director 450 West 33rd Street, 16th Floor 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 Barry M. Salzman(1) President, Global Media 450 West 33rd Street, 16th Floor New York, New York 10001 David Rosenblatt President, Technology, Data and 450 West 33rd Street, 16th Floor Research New York, New York 10001 Brian M. Rainey Senior Vice President and General 11101 West 120 Avenue Manager Broomfield, Colorado 80021 Outside Directors ----------------- David N. Strohm General Partner of several venture 2929 Campus Drive capital funds affiliated with San Mateo, California 94403 Greylock Management Corporation Mark E. Nunnelly Managing Director of Bain Capital, Two Copley Place Inc., a venture capital group Boston, Massachusetts 02116 Thomas S. Murphy Retired Chairman and Chief Executive 77 West 66th Street, 10th Floor Officer, ABC/Cap Cities New York, New York 10023
-------------------- (1) Citizen of Italy. A-1 W. Grant Gregory Chairman of Gregory & Hoenemeyer, 666 Steamboat Road Inc., a merchant banking firm Greenwich, Connecticut 06830 Donald Peppers Chief Executive Officer of Marketing 20 Glover Avenue 1 to 1/Peppers and Rogers Group, a Norwalk, Connecticut 06580 marketing consulting firm
A-2 Schedule B
Shares Beneficially Owned Stockholder Subject to the Stockholder Agreement ----------- ------------------------------------ Rebar LLC 2,816,902 Softbank Technology Ventures VI L.P. 3,599,015 Softbank U.S. Ventures VI L.P. 3,860,070 Softbank Technology Ventures Advisors Fund VI LP 140,211 Softbank Technology Ventures Side Fund VI L.P. 147,183 Softbank Technology Advisors Fund L.P. 203,410 Softbank Technology Ventures IV L.P. 10,616,268 Pequot Private Equity Fund, L.P. 3,146,580 Pequot Offshore Private Equity Fund, Inc. 398,392 A. Laurence Jones 200,446 Bradley A. Feld 496,304 Dennis J. Cagan 16,600 Howard S. Diamond 0 Gerald A. Poch 0
B-1