0000950117-01-501375.txt : 20011019
0000950117-01-501375.hdr.sgml : 20011019
ACCESSION NUMBER: 0000950117-01-501375
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011011
SUBJECT COMPANY:
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: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23709
FILM NUMBER: 1757074
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
FILED BY:
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: 425
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
425
1
a31453.txt
DOUBLECLICK, INC.
Filed by: DoubleClick Inc. pursuant to
Rule 425 under the
Securities Act of 1933 and
deemed filed pursuant to
Rule 14a-12 under the
Securities Exchange Act of
1934.
Subject Company: DoubleClick Inc.
Commission File No.: 000-23709
Contact: Jennifer Blum (Press)
DoubleClick
212.381.5705
jblum@doubleclick.net
Brenda Fields (Investors)
DoubleClick
212.381.5759
bfields@doubleclick.net
Richard Hurwitz
MessageMedia, Inc.
303.381.7500
investor@messagemedia.com
DoubleClick and MessageMedia Revise Terms of Acquisition Agreement
New York, NY, October 11, 2001---DoubleClick Inc. (NASDAQ: DCLK), the leading
digital marketing solutions company, today announced revised terms for the
merger agreement with MessageMedia. The original merger agreement was entered
into on June 1, 2001.
Under the terms of the amended merger agreement, DoubleClick will now issue one
million shares of common stock. In addition, under certain conditions
DoubleClick will make available to MessageMedia up to $1.5 million of bridge
financing.
The revised transaction is expected to be completed in the fourth quarter of
2001. The transaction, which will be accounted for by the purchase method of
accounting, is subject to customary closing conditions, including approval by
MessageMedia shareholders. It is anticipated that the MessageMedia shareholders'
meeting will be held on the morning of the closing date.
About DoubleClick
DoubleClick is building the infrastructure that makes marketing work in the
digital world. Combining media, data, research and technological expertise,
DoubleClick allows marketers to deliver the right message, to the right person,
at the right time, while helping Web publishers maximize their revenue and build
their business online. DoubleClick Inc. has Global headquarters in New York City
and maintains 37 offices around the world.
About MessageMedia
MessageMedia, Inc. a leader in permission-based email marketing and messaging
solutions, offers M3Platform, a powerful customer-centric e-messaging platform
that fully integrates MessageMedia's outsourced solutions into a common
architecture, and UnityMail 4.0 an award-winning licensed software. MessageMedia
provides specialized solutions for the publishing, ISP/portal, retail/e-tail,
financial services, high-tech, and travel and entertainment industries.
Cautionary Note Regarding Forward-Looking Statements under the Private
Securities Litigation Reform Act of 1995: This news release contains statements
of a forward-looking nature relating to the future events or the future
financial results of DoubleClick. Investors are cautioned that such statements
are only predictions and that actual events or results may differ materially. In
evaluating such statements, investors should specifically consider the various
factors which could cause actual events or results to differ materially from
those indicated from such forward-looking statements, including the matters set
forth in DoubleClick's reports and documents filed from time to time with the
Securities and Exchange Commission.
Additional Information and Where to Find It: It is expected that DoubleClick
will file a Registration Statement on Form S-4 with the Securities and Exchange
Commission and MessageMedia will file a proxy statement with the SEC in
connection with the merger, and that DoubleClick and MessageMedia will mail a
Proxy Statement/Prospectus to shareholders of MessageMedia containing
information about the merger. Investors and security holders are urged to read
the Registration Statement and the Proxy Statement/Prospectus carefully when
they are available. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about DoubleClick,
MessageMedia, the merger, the persons soliciting proxies relating to the merger,
their interests in the merger, and related matters. Investors and security
holders will be able to obtain free copies of these documents, once available,
as well as each company's other SEC filings, through the website maintained by
the SEC at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus,
once available, and DoubleClick's other SEC filings may be obtained from
DoubleClick by directing a request through the Investors Relations portion of
DoubleClick's website at http://www.doubleclick.net or by mail to DoubleClick
Inc., 450 West 33rd Street, New York, NY 10001.