[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
September 16, 2005
| Direct Dial 213-229-7207 | Client Matter No. 94515-00038 | |
| Fax No. 213-229-6207 |
VIA HAND DELIVERY AND EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-3628
Attention: Daniel F. Duchovny, Esq.
Fastclick, Inc.
Schedule TO-T filed August 24, 2005 by ValueClick, Inc.
File No. 005-80942
Dear Mr. Duchovny:
On behalf of ValueClick, Inc., a Delaware corporation (the "Company"), we transmit herewith Amendment No. 2 to the Company's Registration Statement on Form S-4 originally filed with the Securities and Exchange Commission (the "Commission") on August 24, 2005 (as amended, the "Registration Statement") and Amendment No. 2 to the Schedule TO-T for Fastclick, Inc. filed by the Company with the Commission on August 24, 2005 (the "Schedule TO"). By this letter, we respond on behalf of the Company to the comment of the staff of the Commission (the "Staff") in its letter dated September 14, 2005 (the "Comment Letter"), relating to the Company's Registration Statement. For ease of reference, the heading and numbered paragraph below correspond to the heading and numbered comment in the Comment Letter, with the Staff's comment presented in bold italicized text. We also are forwarding, via courier, a copy of this letter, three (3) courtesy copies of each of Amendment No. 2 to the Registration Statement and Amendment No. 2 to the Schedule TO as filed on September 19, 2005 in paper format marked to show changes from Amendment No. 1 to the Registration Statement and Amendment No. 1 to the Schedule TO, respectively, and the written acknowledgement from the Company requested by the Staff in the Comment Letter.
Form S-4
Exhibits 8.1 and 8.2
1. The documents you provided as exhibits 8.1 and 8.2 do not qualify as opinions of counsel on the material tax consequences. Counsel may provide its opinion in the text of the registration statement, which counsel confirmsconstitutes its opinion as expressed in the document filed as an exhibit. Under this alternative, please ensure that counsel has identified in the body of the prospectus (and summarize in the summary) the specific tax consequences upon which counsel has opined. In the alternative, counsel may set forth its complete long form opinion in the document filed as an exhibit, in which case the registration statement text may summarize the opinion and provide a clear reference to the full text of the opinion. In that regard, the statement that counsel has provided an opinion that the discussion under each applicable section is "accurate in all material respects" does not clearly indicate that the discussion under each referenced
section constitutes the tax opinion rendered by the respective counsel. Please revise your discussion and exhibits 8.1 and 8.2 accordingly.
In response to the Staff's comment, we have revised the disclosure on page 52 of the Prospectus. We have also revised exhibits 8.1 and 8.2.
Please contact me at (213) 229-7207, Joshua A. Kreinberg at (213) 229-7775 or Bradford P. Weirick at (213) 229-7765 with any questions regarding the foregoing responses.
| Very truly yours, | ||
| /s/ RAYAN R. JOSHI Rayan R. Joshi |
2
[LETTERHEAD OF VALUECLICK, INC.]
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-3628
Attention: Daniel F. Duchovny, Esq.
Dear Mr. Duchovny:
In response to the request of the staff of the Securities and Exchange Commission (the "Commission") in its letter dated September 14, 2005 (the "Comment Letter") relating to the Registration Statement of ValueClick, Inc. (the "Company") on Form S-4 originally filed with the Commission on August 24, 2005 (as amended, the "Registration Statement"), the Company hereby confirms the following:
VALUECLICK, INC. | ||
/s/ SCOTT BARLOW Scott Barlow General Counsel |
