-----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, ASIbyiJbnEgIF5cdngMDiOQInqNyUms4bVADlPSsvnxG5X1YbuCKbap1wP+e8R3Z 3e3XHiePnHiQIreeNfqz+w== 0001005477-99-005092.txt : 19991111 0001005477-99-005092.hdr.sgml : 19991111 ACCESSION NUMBER: 0001005477-99-005092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991026 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991110 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 SEC ACT: SEC FILE NUMBER: 000-23709 FILM NUMBER: 99746095 BUSINESS ADDRESS: STREET 1: 41 MADISON AVE STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2126830001 MAIL ADDRESS: STREET 1: 41 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliestevent reported) October 26, 1999 --------------------------------- DoubleClick Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-23709 13-3870996 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 41 Madison Avenue, 32nd Floor, New York New York 10010 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 683-0001 ------------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On October 26, 1999, DoubleClick Inc. (the "Company") completed the acquisition of NetGravity, Inc. ("NetGravity") pursuant to the terms of the previously reported Agreement and Plan of Merger and Reorganization, dated as of July 12, 1999 (the "Agreement"), among the Company, NetGravity and NJ Merger Corporation, a wholly owned subsidiary of the Company ("Merger Sub"). Merger Sub merged with and into NetGravity, with NetGravity surviving the merger as a wholly owned subsidiary of the Company (the "Merger"). In the Merger, each share of NetGravity common stock was converted into the right to receive 0.28 shares of Company common stock. The Company also assumed outstanding options to acquire NetGravity common stock and converted these into options to acquire Company common stock at the same exchange ratio used in the Merger for the outstanding NetGravity common stock. The terms of the Merger were determined through arms-length negotiations between the Company and NetGravity. The Merger is intended to qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as amended, and is intended to be accounted for as a pooling of interests. Following the Merger, the Company caused NetGravity to merge with and into the Company. Copies of the Company's press release announcing the effectiveness of the Merger and the Company's intended plans for NetGravity to be included in the DoubleClick Technology Solutions division of DoubleClick Inc. are incorporated herein by reference and included as Exhibit 99.1 hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Information The required financial statements with respect to NetGravity, Inc. are incorporated by reference to NetGravity's Annual Report on Form 10-K for the year ended December 31, 1998 and NetGravity's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, as amended by the Quarterly Report on Form 10-Q/A, for the quarter ended June 30, 1999. (b) Pro Forma Financial Information The required pro forma financial statements with respect to NetGravity, Inc. and the Company are incorporated by reference to the Company's Form S-4 Registration Statement (File No. 333-89435). (c) Exhibits 2.1 Agreement and Plan of Merger and Reorganization, dated as of July 12, 1999, among DoubleClick Inc., NJ Merger Corporation and NetGravity, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 1999). 99.1 Press release issued by the Company on October 26, 1999 announcing the completion of the Company's acquisition of NetGravity, Inc. 99.2 Item 6 and Item 8 of Part I of NetGravity's Annual Report on Form 10-K for the year ended December 31, 1998 (incorporated by reference to NetGravity's Annual Report on Form 10-K for the year ended December 31, 1998). 99.3 Item 1 of Part I of NetGravity's Quarterly Report on Form 10-Q, as amended by the Quarterly Report on Form 10-Q/A, for the quarter ended June 30, 1999 (incorporated by reference to NetGravity's Quarterly Report on Form 10-Q, as amended by the Quarterly Report on Form 10-Q/A, for the quarter ended June 30, 1999). 99.4 Unaudited Pro Forma Condensed Combined Financial Statements of the Company (incorporated by reference to the Unaudited Pro Forma Condensed Combined Financial Statements contained in the Company's Form S-4 Registration Statement (File No. 333-89435)). SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DOUBLECLICK INC. --------------------------- November 9, 1999 Jeffrey Epstein --------------------------- --------------------------- Date Executive Vice President EXHIBIT INDEX Exhibits 2.1 Agreement and Plan of Merger and Reorganization, dated as of July 12, 1999, among DoubleClick Inc., NJ Merger Corporation and NetGravity, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 1999). 99.1 Press release issued by the Company on October 26, 1999 announcing the completion of the Company's acquisition of NetGravity, Inc. 99.2 Item 6 and Item 8 of Part I of NetGravity's Annual Report on Form 10-K for the year ended December 31, 1998 (incorporated by reference to NetGravity's Annual Report on Form 10-K for the year ended December 31, 1998). 99.3 Item 1 of Part I of NetGravity's Quarterly Report on Form 10-Q, as amended by the Quarterly Report on Form 10-Q/A, for the quarter ended June 30, 1999 (incorporated by reference to NetGravity's Quarterly Report on Form 10-Q, as amended by the Quarterly Report on Form 10-Q/A, for the quarter ended June 30, 1999). 99.4 Unaudited Pro Forma Condensed Combined Financial Statements of the Company (incorporated by reference to the Unaudited Pro Forma Condensed Combined Financial Statements contained in the Company's Form S-4 Registration Statement (File No. 333-89435)). EX-99.1 2 PRESS RELEASE Exhibit 99.1 DOUBLECLICK COMPLETES MERGER WITH NETGRAVITY NEW YORK, NY and SAN MATEO, CA., October 26, 1999 -DoubleClick Inc. (Nasdaq: DCLK) announced today that it has completed its merger with NetGravity, Inc. (Nasdaq: NETG) following today's approval by the stockholders of NetGravity. Under the terms of the merger agreement, holders of NetGravity stock are entitled to receive 0.28 shares of DoubleClick common stock for each share of NetGravity common stock pursuant to a fixed exchange ratio. DoubleClick will issue approximately 5 million shares to complete the exchange. Based on DoubleClick's closing price of $128 15/16 on October 25, 1999, the transaction is valued at approximately $650 million, and the combined market capitalization of the two companies is approximately $5.8 billion. The NetGravity business will be included in the DoubleClick Technology Solutions division of DoubleClick Inc. "The merger with NetGravity will allow us to offer two distinct ad serving solutions to publishers and advertisers," said Kevin O'Connor, Chairman & CEO, DoubleClick. "The combination of our companies, along with the pending Abacus Direct merger, enables us to deliver the right message to the right consumer at the right time, and help companies maximize the return on their advertising and marketing investment." About DoubleClick Inc. DoubleClick Inc. (www.doubleclick.net) is a leading provider of comprehensive global Internet advertising solutions for marketers and Web publishers. Combining technology and media expertise, DoubleClick centralizes planning, execution, control, tracking and reporting for online media campaigns. DoubleClick Inc. has Global headquarters in New York City and maintains offices in Atlanta, Boston, Chicago, Detroit, Dallas, Dublin, Los Angeles, San Francisco, San Mateo, Seattle, Amsterdam, Barcelona, Copenhagen, Dusseldorf, Hamburg, Helsinki, Hong Kong, London, Madrid, Milan, Montreal, Munich, Oslo, Paris, Sao Paulo, Singapore, Stockholm, Sydney, Taipei, Tokyo and Toronto. # # # Contact: DoubleClick Inc. Investor Relations: Ilona Nemeth Sara Pasko 212-683-0001 or Abernathy MacGregor Frank Adam Miller/David Sasso 212-371-5999 -----END PRIVACY-ENHANCED MESSAGE-----