UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported): June 20, 2005 (June 14, 2005)
DoubleClick Inc.
| Delaware | 000-23709 | 13-3870996 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation | File Number) | Identification No.) | ||
| 111 Eighth Avenue, 10th Floor | ||
| New York, New York | 10011 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 683-0001
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On June 14, 2005, DoubleClick Inc. (“DoubleClick”) and its subsidiary DoubleClick International Techsolutions Limited entered into a purchase and sale agreement with Aprimo, Incorporated and its subsidiary Aprimo UK Limited (collectively, “Aprimo”), pursuant to which DoubleClick sold to Aprimo substantially all of the assets and liabilities of DoubleClick’s Enterprise Marketing Solutions (“EMS”) business, including all of the capital stock of certain subsidiaries historically included in EMS. Aprimo paid $16.5 million in cash (subject to certain adjustments as described in the Agreement) for the EMS business.
The foregoing description of the purchase and sale agreement is not complete and is qualified in its entirety by reference to the purchase and sale agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
In connection with the transaction, DoubleClick and Aprimo also entered into (i) a reseller agreement, pursuant to which DoubleClick may continue to resell certain of the EMS products as part of DoubleClick’s data management solutions, and (ii) an integration agreement, pursuant to which DoubleClick and Aprimo will work to integrate certain of the EMS products with DoubleClick’s DARTmail solution.
The purchase price was determined as a result of arms’-length negotiations between DoubleClick and Aprimo.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired | |||
| Not applicable | ||||
| (b) | Pro Forma Financial Information | |||
| See Exhibit 99.1 attached hereto. | ||||
| (c) | Exhibits | |||
| See Exhibit Index attached hereto. | ||||
SIGNATURE
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. | ||
| Date: June 20, 2005 | By: /s/ Cory Douglas | |
| Name: Cory A. Douglas | ||
| Title: Vice President, Finance and Corporate Controller |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1 | Purchase and Sale Agreement dated June 14, 2005 among DoubleClick Inc., DoubleClick International Techsolutions Limited, Aprimo, Incorporated and Aprimo UK Limited (Omitted schedules will be furnished to the Commission upon request). | |
| 99.1 | Unaudited Pro Forma Consolidated Financial Statements |
