Filed Pursuant to Rule 424(b)(3)
Registration No. 333-108789
PROSPECTUS SUPPLEMENT NO. 4
(To Prospectus dated December 17, 2003, as supplemented by Prospectus
Supplement No. 1 dated December 30, 2003, Prospectus Supplement No. 2
dated January 9, 2004 and Prospectus Supplement No. 3 dated February 12, 2004)
This prospectus supplement supplements the prospectus dated December 17,
2003, as supplemented by prospectus supplement No. 1 dated December 30, 2003,
prospectus supplement No. 2 dated January 9, 2004 and prospectus supplement No.
3 dated February 12, 2004, of DoubleClick Inc. relating to the resale from time
to time by selling securityholders of our Zero Coupon Convertible Subordinated
Notes due 2023 held by certain securityholders and the shares of our common
stock issuable upon conversion of the notes. This prospectus supplement should
be read in conjunction with the prospectus, as supplemented, which is required
to be delivered with this prospectus supplement.
The securities offered hereby involve a high degree of risk. You should
carefully consider the "Risk Factors" referenced on page 4 of the prospectus in
determining whether to purchase the DoubleClick Inc. Zero Coupon Convertible
Subordinated Notes due 2023 or the common stock issuable upon conversion of the
notes.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement. Any representation to the
contrary is a criminal offense.
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The seventh paragraph of the section of the prospectus entitled "Plan of
Distribution" on page 52 of the prospectus is amended and restated in its
entirety to read as follows:
Citadel Equity Fund Ltd., Continental Assurance Company on Behalf of its
Separate Account (E), DBAG London and UBS AG London Branch are affiliates of
registered broker-dealers, and each of these selling securityholders has
informed us that (1) such selling securityholder purchased its notes in the
ordinary course of business, and (2) at the time the notes were purchased, the
selling securityholder had no agreements, plans or understandings, directly or
indirectly, to distribute the notes or the shares of common stock issuable upon
conversion of the notes.
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The sections of the prospectus entitled "Selling Securityholders" and
"Voting/Investment Control Table" on pages 21-24 of the prospectus are amended
and restated in their entirety to read as follows:
SELLING SECURITYHOLDERS
We issued the notes covered by this prospectus in a private placement on
June 23, 2003. The notes were resold by the initial purchasers to qualified
institutional buyers under Rule 144A under the Securities Act. Selling
securityholders, including their transferees, pledgees, donees or their
successors, may offer and sell the notes and shares of our common stock issuable
upon conversion of the notes pursuant to this prospectus.
The following table sets forth information with respect to the selling
securityholders and the principal amount of notes and shares of our common stock
issuable upon conversion of the notes beneficially owned by each selling
securityholder that may be offered pursuant to this prospectus. The table is
based on information given to us by selling securityholders on or before March
22, 2004.
Shares of
DoubleClick Shares of
Principal Common DoubleClick
Amount of Stock Notes Owned Common Stock
Notes Beneficially After Owned After
Beneficially Owned Upon Completion of Completion of
Owned That Conversion of the Offering the Offering
Name of Securityholder May Be Sold the Notes (1) (2) (2)(3)
- ------------------------------------------- ------------ ------------- ---------------- ------------
Arkansas PERS.............................. 870,000 66,321 0 0
Barclays Global Investors Diversified
Alpha Plus Funds........................... 291,000 22,183 0 0
Citadel Equity Fund Ltd.................... 25,635,000 1,954,184 0 0
CNH CA Master Account, L.P................. 1,000,000 76,231 0 0
Continental Assurance Company on
Behalf of its Separate Account (E)......... 600,000 45,738 0 0
DBAG London................................ 12,250,000 933,830 0 0
Forest Fulcrum Fund LP..................... 759,000 57,859 0 0
Forest Global Convertible Fund, Ltd.,
Class A-5.................................. 2,818,000 214,819 0 0
Forest Multi-Strategy Master Fund SPC,
on Behalf of its Multi-Strategy Segregated
Portfolio.................................. 1,033,000 78,746 0 0
JMG Triton Offshore Fund, Ltd.............. 14,000,000 1,067,235 0 0
KBC Financial Products USA Inc............. 1,150,000 87,665 0 0
LDG Limited................................ 471,000 35,904 0 0
Lexington Vantage Fund c/o TQA
Investors, L.L.C........................... 140,000 10,672 0 0
LLT Limited................................ 260,000 19,820 0 0
Lyxor Forest Fund Ltd...................... 1,278,000 97,423 0 0
Nuveen Preferred and Convertible Fund
JQC........................................ 3,840,000 292,727 0 0
Prudential Insurance Co. of America........ 75,000 5,717 0 0
Relay 11 Holdings Co....................... 185,000 14,102 0 0
Sphinx Convertible Arbitrage SPC........... 108,000 8,232 0 0
Sphinx Fund c/o TQA Investors, L.L.C....... 272,000 20,734 0 0
S-2
Shares of
DoubleClick Shares of
Principal Common DoubleClick
Amount of Stock Notes Owned Common Stock
Notes Beneficially After Owned After
Beneficially Owned Upon Completion of Completion of
Owned That Conversion of the Offering the Offering
Name of Securityholder May Be Sold the Notes (1) (2) (2)(3)
- ------------------------------------------- ------------ ------------- ---------------- ------------
State of Oregon/Equity..................... 3,875,000 295,395 0 0
TQA Master Fund, Ltd....................... 7,308,000 557,096 0 0
TQA Master Plus Fund, Ltd.................. 7,214,468 549,966 0 0
UBS AG London Branch....................... 16,000,000 1,219,697 0 0
Univest Convertible Arbitrage Fund Ltd..... 169,000 12,883 0 0
Xavex - Convertible Arbitrage 4 Fund...... 99,000 7,546 0 0
Xavex - Convertible Arbitrage 7 Fund c/o TQA
Investors, L.L.C.......................... 1,278,000 97,423 0 0
Zurich Institutional Benchmarks Master Fund,
Ltd. c/o TQA Investors, L.L.C............. 1,002,000 76,383 0 0
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(1) Assumes conversion of all of the selling securityholders' notes at the
maximum conversion rate of 76.2311 shares per note. However, the maximum
conversion rate is subject to adjustment as described under "Description of
the Notes-Conversion Rate Adjustments." As a result, the amount of common
stock issuable upon conversion of the notes may increase or decrease in the
future.
(2) We do not know when or in what amounts a selling securityholder may offer
notes or shares of our common stock issuable upon conversion of the notes
for sale. The selling securityholders might not sell any or all of the
notes or shares of our common stock issuable upon conversion of the notes
offered by this prospectus. Because the selling securityholders may offer
all or some of the notes or shares of our common stock issuable upon
conversion of the notes pursuant to this offering, and because there are
currently no agreements, arrangements or understandings with respect to the
sale of any of the notes or shares of our common stock issuable upon
conversion of the notes, we cannot estimate the number of the notes or
shares of our common stock issuable upon conversion of the notes that will
be held by the selling securityholders after the completion of the
offering. However, for purposes of this table, we have assumed that, after
completion of the offering, none of the notes or shares of our common stock
issuable upon conversion of the notes covered by this prospectus will be
held by the selling securityholders.
(3) Assumes that any other holders of notes, or any future transferees,
pledgees, donees or successors of or from any such other holders of notes,
do not beneficially own any shares of our common stock other than the
shares of our common stock issuable upon conversion of the notes.
Information about other selling securityholders will be set forth in an
amendment to the registration statement of which this prospectus is a part or in
prospectus amendments or supplements, as required.
None of the selling securityholders has held any position or office with, or has
otherwise had a material relationship with, us or any of our subsidiaries within
the past three years.
S-3
VOTING/INVESTMENT CONTROL TABLE
Name of Securityholder Natural person or persons with voting or dispositive power
- ---------------------- ----------------------------------------------------------
Arkansas PERS.......................................... Ann Houlihan
Barclays Global Investors Diversified Alpha Plus
Funds............................................. Michael A. Boyd
Citadel Equity Fund Ltd................................ Kenneth C. Griffin (1)
CNH CA Master Account, L.P............................. Robert Krail, Mark Mitchell and Todd Pulvino (2)
Continental Assurance Company on Behalf of its
Separate Account (E).............................. Dennis R. Hemme
DBAG London............................................ Dan Azzi
Forest Fulcrum Fund LP................................. Michael A. Boyd
Forest Global Convertible Fund, Ltd., Class A-5........ Michael A. Boyd
Forest Multi-Strategy Master Fund SPC, on Behalf of its
Multi-Strategy Segregated Portfolio............... Michael A. Boyd
JMG Triton Offshore Fund, Ltd.......................... Jonathan M. Glaser and Roger Richter (3)
KBC Financial Products USA Inc......................... Luke Edwards
LDG Limited............................................ (4)
Lexington Vantage Fund c/o TQA Investors,
L.L.C............................................. (4)
LLT Limited............................................ Michael A. Boyd
Lyxor Forest Fund Ltd.................................. Michael A. Boyd
Nuveen Preferred and Convertible Fund JQC.............. Ann Houlihan
Prudential Insurance Co. of America.................... Ann Houlihan
Relay 11 Holdings Co................................... Michael A. Boyd
Sphinx Convertible Arbitrage SPC....................... Michael A. Boyd
Sphinx Fund c/o TQA Investors, L.L.C................... (4)
State of Oregon/Equity................................. Ann Houlihan
TQA Master Fund, Ltd................................... (4)
TQA Master Plus Fund, Ltd.............................. (4)
UBS AG London Branch................................... Tom Klein, Veronica Wilthew and Charlie Dietz
Univest Convertible Arbitrage Fund Ltd................. Terri Engelman Rhoads
Xavex - Convertible Arbitrage 4 Fund................... Michael A. Boyd
Xavex - Convertible Arbitrage 7 Fund c/o TQA
Investors, L.L.C.................................. (4)
Zurich Institutional Benchmarks Master Fund, Ltd.
c/o TQA Investors, L.L.C.......................... (4)
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S-4
(1) Citadel Limited Partnership is the trading manager of Citadel Equity Fund
Ltd. and consequently has voting control and investment discretion over
securities held by Citadel Equity Fund Ltd. Citadel Limited Partnership
disclaims beneficial ownership of the referenced notes beneficially owned
by Citadel Equity Fund Ltd. Kenneth C. Griffin indirectly controls Citadel
Limited Partnership and therefore has ultimate voting and investment
discretion over securities held by Citadel Equity Fund Ltd. Mr. Griffin
disclaims beneficial ownership of the referenced notes held by Citadel
Equity Fund Ltd.
(2) The securityholder has informed us that CNH Partners, LLC is the investment
advisor of the securityholder and has sole voting and dispositive power
over the referenced notes. The managing members of CNH Partners, LLC are
AQR Capital Management, LLC and RAIM, LLC. The investment management team
for the investment advisor is Robert Krail, Mark Mitchell and Todd Pulvino.
(3) JMG Triton Offshore Fund, Ltd., or JMG Triton, is an international business
company under the laws of the British Virgin Islands. JMG Triton's
investment manager is Pacific Assets Management LLC, a Delaware limited
liability company. Pacific Assets Management LLC is an investment advisor
registered with the Securities and Exchange Commission and has voting and
dispositive power over JMG Triton's investments, including the referenced
notes. The equity interests of Pacific Assets Management LLC are owned by
Pacific Capital Management, Inc., a Delaware corporation, and Asset
Alliance Holding Corp., a Delaware corporation. The equity interests of
Pacific Assets Management LLC are owned by Messrs. Roger Richter, Jonathan
M. Glaser and Daniel A. David, and Messrs. Glaser and Richter have sole
investment and voting discretion over JMG Triton's portfolio holdings.
(4) The securityholder has informed us that TQA Investors, L.L.C. has voting or
investment power over the referenced notes. TQA Investors, L.L.C. consists
of the following five members: Robert Butman, John Idone, George Esser,
Paul Bucci and Bartholomew Tesoriero. Mr. Butman serves as chief executive
officer of TQA Investors, L.L.C.
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The date of this prospectus supplement is March 22, 2004.
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