Filed Pursuant to Rule 424(b)(3)
Registration No. 333-108789
PROSPECTUS SUPPLEMENT NO. 6
(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, Prospectus Supplement No. 3 dated February 12, 2004,
Prospectus Supplement No. 4 dated March 22, 2004 and Prospectus
Supplement No. 5 dated May 5, 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, prospectus supplement No. 3
dated February 12, 2004, prospectus supplement No. 4 dated March 22, 2004 and
prospectus supplement No. 5 dated May 5, 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, Prudential Insurance Co. of America 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 section of the prospectus entitled "Selling Securityholders" on pages
21-22 of the prospectus is amended and restated in its 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 June 3,
2004.
Shares of
DoubleClick Shares of
Principal Common DoubleClick
Amount of Stock Common Stock
Notes Beneficially Notes Owned Owned After
Beneficially Owned Upon After Completion of
Owned That Conversion of Completion of the Offering
Name of Securityholder May Be Sold the Notes (1) the Offering (2) (2)(3)
- ------------------------------------------- ------------ ------------- ---------------- -------------
Arkansas PERS.............................. 1,300,000 99,100 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................................ 250,000 19,057 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........................................ 5,750,000 438,328 0 0
Prudential Insurance Co. of America........ 110,000 8,385 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
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Shares of
DoubleClick Shares of
Principal Common DoubleClick
Amount of Stock Common Stock
Notes Beneficially Notes Owned Owned After
Beneficially Owned Upon After Completion of
Owned That Conversion of Completion of the Offering
Name of Securityholder May Be Sold the Notes (1) the Offering (2) (2)(3)
- ------------------------------------------- ------------ ------------- ---------------- -------------
State of Oregon/Equity..................... 5,800,000 442,140 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.
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The date of this prospectus supplement is June 3, 2004.
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