-----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, ReWyYkmSLiTSuwIXvT1rQVOw3hIYm9524R2CD6AQhjogJe7wPwRd1XjQ44vzwSo3 6OZzZB4tydswooToBGWT/w== 0000950117-03-000554.txt : 20030213 0000950117-03-000554.hdr.sgml : 20030213 20030213123004 ACCESSION NUMBER: 0000950117-03-000554 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030213 EFFECTIVENESS DATE: 20030213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOUBLECLICK INC CENTRAL INDEX KEY: 0001049480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133870996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-103175 FILM NUMBER: 03557609 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 S-8 1 a34391.txt DOUBLECLICK, INC. As filed with the Securities and Exchange Commission on February 13, 2003 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------- DOUBLECLICK INC. (Exact name of issuer as specified in its charter) Delaware 13-3870996 (State or other jurisdiction of incorporation (IRS Employer or organization) Identification No.) 450 West 33rd Street New York, New York 10001 (Address of principal executive offices) (Zip Code) ---------- DoubleClick Inc. 1997 Stock Incentive Plan DoubleClick Inc. 1999 Employee Stock Purchase Plan (Full title of the plans) ---------- Kevin P. Ryan Chief Executive Officer DoubleClick Inc. 450 West 33rd Street New York, New York 10001 (Name and address of agent for service) (212) 683-0001 (Telephone number, including area code, of agent for service) ---------- CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price Aggregate Amount of Securities to be Registered Registered(1) per Share(2) Offering Price Registration Fee - ---------------------------------------------------------------------------------------------------------------------------- DoubleClick Inc. 1997 Stock Incentive Plan Common Stock, $0.001 par value 2,400,000 $6.11 $14,664,000 $1,349.09 - ---------------------------------------------------------------------------------------------------------------------------- DoubleClick Inc. 1999 Employee Stock Purchase Plan Common Stock, $0.001 par value 900,000 $6.11 $ 5,499,000 $ 505.91 - ----------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of the Common Stock of DoubleClick Inc. (the "Registrant") which become issuable under Registrant's 1997 Stock Incentive Plan and 1999 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of the Registrant's Common Stock on February 7, 2003, as reported by the Nasdaq National Market. ================================================================================ 2 Statement of Incorporation by Reference On March 19, 1998, DoubleClick Inc. (the "Registrant") filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (File No. 333-48277) relating to 3,000,000 shares of Common Stock to be offered and sold under its 1997 Stock Incentive Plan (the "1997 Plan"). On November 9, 1999, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-90653) relating to an additional 8,000,000 shares of Common Stock to be offered and sold under the 1997 Plan. On February 18, 2000, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-30726) relating to an additional 4,748,152 shares of Common Stock to be offered and sold under the 1997 Plan. On February 14, 2001, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-55618) relating to an additional 2,400,000 shares of Common Stock to be offered and sold under the 1997 Plan. On January 24, 2002, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-81346) relating to an additional 2,400,000 shares of Common Stock to be offered and sold under the 1997 Plan. The contents of these prior Registration Statements are incorporated in this Registration Statement by reference. On November 9, 1999, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-90653) relating to 500,000 shares of Common Stock to be offered and sold under its 1999 Employee Stock Purchase Plan (the "1999 Plan"). On February 14, 2001, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-55618) relating to an additional 900,000 shares of Common Stock to be offered and sold under the 1999 Plan. On January 24, 2002, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-81346) relating to an additional 900,000 shares of Common Stock to be offered and sold under the 1999 Plan. The contents of these prior Registration Statements are incorporated in this Registration Statement by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 13, 2003. DoubleClick Inc. By: /s/ Kevin P. Ryan ------------------------------------ Kevin P. Ryan Chief Executive Officer and Director 4 POWER OF ATTORNEY We, the undersigned officers and directors of DoubleClick Inc., a Delaware corporation, hereby severally constitute and appoint Kevin P. Ryan and Bruce Dalziel, and each of them individually, with full powers of substitution and resubstitution, our true and lawful attorneys and agents, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date - ---------------------- ---------------------------------- ----------------- /s/ Kevin J. O'Connor Chairman of the Board February 12, 2003 - ---------------------- Kevin J. O'Connor /s/ Kevin P. Ryan Chief Executive Officer (principal February 12, 2003 - ---------------------- executive officer) and Director Kevin P. Ryan /s/ Dwight A. Merriman Director February 12, 2003 - ---------------------- Dwight A. Merriman /s/ David N. Strohm Director February 12, 2003 - ---------------------- David N. Strohm /s/ Mark E. Nunnelly Director February 12, 2003 - ---------------------- Mark E. Nunnelly /s/ W. Grant Gregory Director February 12, 2003 - ---------------------- W. Grant Gregory /s/ Don Peppers Director February 12, 2003 - ---------------------- Don Peppers /s/ Thomas S. Murphy Director February 12, 2003 - ---------------------- Thomas S. Murphy /s/ Bruce Dalziel Chief Financial Officer February 12, 2003 - ---------------------- (principal financial officer) Bruce Dalziel /s/ Cory Douglas Corporate Controller February 12, 2003 - ---------------------- (principal accounting officer) Cory Douglas 5 Exhibit Number Exhibit - ------- ------- 5.1 Opinion of Hale and Dorr LLP 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants 23.2 Consent of Hale and Dorr LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature pages to this registration statement) 6 EX-5 3 ex5-1.txt EXHIBIT 5.1 Exhibit 5.1 Hale and Dorr LLP Counselors at Law haledorr.com 60 State Street Boston, MA 02109 617-526-6000 Fax 617-526-5000 DoubleClick Inc. February 13, 2003 450 West 33rd Street New York, New York, 10001 Re: DoubleClick Inc. 1997 Stock Incentive Plan DoubleClick Inc. 1999 Employee Stock Purchase Plan Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 3,300,000 shares of common stock, $0.001 par value per share (the "Shares"), of DoubleClick Inc., a Delaware corporation (the "Company"), issuable under the Company's 1997 Stock Incentive Plan and 1999 Employee Stock Purchase Plan (collectively, the "Plans"). We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Hale and Dorr LLP ------------------------------------ HALE AND DORR LLP 7 EX-23 4 ex23-1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 15, 2002, except as to Note 19 which is as of January 28, 2002, relating to the consolidated financial statements and financial statement schedule, which appears in DoubleClick Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP New York, New York February 11, 2003 8 -----END PRIVACY-ENHANCED MESSAGE-----