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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Commission
Ended December 31, 2000 File Number 000-23709
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DOUBLECLICK INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
(Name of plan)
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DOUBLECLICK INC.
450 West 33rd Street
New York, New York 10001
(Name of issuer of securities held pursuant to
plan and address of its principal executive office.)
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DOUBLECLICK INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
Report of Independent Accountants
To the Board of Directors of DoubleClick Inc.
and Participants of the DoubleClick Inc. 1999 Employee Stock Purchase Plan:
In our opinion, the accompanying statement of financial condition and the
related statement of operations and changes in participants' equity present
fairly, in all material respects, the financial condition of the DoubleClick
Inc.1999 Employee Stock Purchase Plan (the "Plan") at March 31, 2001, and the
results of its operations and changes in participants' equity for the period
from April 3, 2000 (inception) to March 31, 2001 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
June 20, 2001
DOUBLECLICK INC.
1999 Employee Stock Purchase Plan
Statement of Financial Condition as of
March 31, 2001
ASSETS
Employer account receivable $441,481
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Total assets $441,481
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LIABILITIES AND PARTICIPANTS' EQUITY
Amounts due to participants 439,182
Residual participant contributions 2,299
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Total liabilities $441,481
Participants' equity -
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Total liabilities and participants' equity $441,481
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The accompanying notes are an integral part of these financial statements
DOUBLECLICK INC.
1999 Employee Stock Purchase Plan
Statement of Operations and Changes in Participants' Equity
for the period from April 3, 2000 (inception) to March 31, 2001
Participant contributions $5,195,365
Employer contributions 672,558
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Total additions $5,867,923
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Stock purchases $4,483,718
Employee refunds 540,427
Participant withdrawals 841,479
Residual contribution amounts
reserved for participants 2,299
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Total deductions $5,867,923
Net additions -
Participants' equity, beginning of period $ -
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Participants' equity, end of period $ -
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The accompanying notes are an integral part of these financial statements
DOUBLECLICK INC.
1999 Employee Stock Purchase Plan
Notes to Financial Statements
1. Description of the plan
The following description of the DoubleClick Inc. 1999 Employee Stock
Purchase Plan (the "Plan")provides only general information. Participants
should refer to the Plan document for a more complete statement of the
Plan's provisions.
General
The Plan is intended to promote the interests of DoubleClick Inc. (the
"Company") by providing eligible employees with the opportunity to acquire
a proprietary interest in the Company through participation in a payroll
deduction based employee stock purchase plan designed to qualify under
Section 423 of the Internal Revenue Code. Under the Plan, shares of the
Company's common stock will be offered through a series of successive
Offering Periods, each of which cannot exceed 24 months in length. Each
Offering Period is comprised of a series of one or more consecutive
Purchase Periods in which participants' payroll deductions are accumulated.
On the last business day of each Purchase Period (the "Purchase Date"),
these accumulated deductions are used to purchase shares of the Company's
common stock at a per share price equal to 85% of the lesser of (1) the
closing price of a share of the Company's common stock on the participant's
entry date into the Offering Period and (2) the closing price of a share of
the Company's common stock on the last business day of the Purchase Period.
Should the per share closing price of the Company's common stock on any
Purchase Date within an Offering Period be less than the per share closing
price of a share of the Company's common stock on the start date of that
Offering Period, then that Offering Period automatically terminates and a
new Offering Period begins on the next business day following the Purchase
Date.
For period from April 3, 2000 (inception) to March 31, 2001, the Plan had
two consecutive Offering Periods that extended from April 3, 2000 to
September 30, 2000 and October 1, 2000 to March 31, 2001, respectively.
The Plan, which was approved by the Company's Board of Directors on
November 30, 1999, became effective on April 3, 2000 and was initially
authorized to issue up to 1,000,000 previously un-issued or treasury shares
of stock to participants. The number of shares of common stock available
for issuance under the Plan automatically increases on the first trading
day of January each calendar year by an amount equal to the lesser of 1% of
the total number of shares of common stock outstanding on the last trading
day in December of the immediately preceding calendar year or 900,000
shares At March 31, 2001, Plan participants had purchased 239,986 whole
shares of stock since the Plan's inception, leaving 1,660,014 whole shares
of stock available for future purchases by Plan participants.
The Plan is neither qualified under Section 401 (a) of the Internal Revenue
Code of 1986, as amended, nor subject to any of the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Eligibility
All full-time or part-time employees of the Company and its eligible
subsidiaries, who customarily work at least 20 hours per week and five
months a year are eligible to participate in the Plan. Eligible employees
may only enroll in the Plan prior to the beginning of an Offering or
Purchase Period.
DOUBLECLICK INC.
1999 Employee Stock Purchase Plan
Notes to Financial Statements - continued
Stock purchases
On the last business day of each Purchase Period, the amount of each
participant's accumulated payroll deductions is applied towards the
purchase of the maximum number of whole shares of Company common stock
possible, determined by dividing the participant's total contribution by
the per-share purchase price in effect for the Purchase Period. The maximum
number of shares of common stock purchasable per participant in any one
Purchase Period cannot exceed 500 shares, and the aggregate number of
shares of common stock purchasable by all participants in any one Purchase
Period cannot exceed 250,000 shares. Purchased shares of common stock are
then issued by the Company and transferred to a brokerage account outside
of the Plan in the name of the participant.
Participant contributions
Participants may elect to have 1% to 10% of their "Cash Compensation" (as
defined in the Plan) deducted on an after-tax basis for the purchase of
shares of the Company's common stock subject to a limit of $25,000 worth of
stock for each year in which the Offering Period is outstanding, based on
the closing price of the Company's common stock on the participant's entry
date into the Offering Period. Increases in participants' deduction
percentages take effect on the commencement of a new Purchase Period.
Participants may reduce their deduction percentage a maximum of one time
per Purchase Period with immediate effect. No interest is paid or accrued
on participants' accumulated payroll deductions. Once made, the Company may
use the payroll deductions for any corporate purpose. The Company has no
obligation to segregate employees' payroll deductions from any other funds
of the Company or to hold funds representing the same pending the
application of such amount to the purchase of shares at the end of each
Payment Period in accordance with the Plan.
Any accumulated contribution amount that is insufficient to purchase a
whole share of common stock at the end of a Purchase Period is carried
forward and applied to the purchase of whole shares of stock in future
Purchase Periods or refunded to the participant upon withdrawal from the
Plan. Such amounts are recorded as the liability "Residual participant
contributions" at March 31, 2001.
Employer contributions
The 15% discount from market value granted to Plan participants on the
purchase of whole shares of common stock at the end of each Purchase Period
represents the Company's non-cash contribution to the Plan. This non-cash
contribution amounted to $672,558 for the year ended March 31, 2001.
Participant withdrawals
Plan participants may withdraw from the Plan at any time prior to the next
scheduled Purchase Date by properly notifying the Company. A participant's
accumulated payroll deductions prior to withdrawal will, at the election of
the participant, be immediately refunded or held for the purchase of whole
shares of common stock on the next Purchase Date.
Participants who cease to be Eligible Employees for any reason during a
Purchase Period will have their accumulated payroll deductions refunded
immediately.
DOUBLECLICK INC.
1999 Employee Stock Purchase Plan
Notes to Financial Statements - continued
Plan termination
Although it has not expressed any intent to do so, the Company has the
right to terminate the Plan at any time. The Plan will also terminate at
the earlier of the last business day in January 2010 or the date when all
of the shares of common stock reserved for the purposes of the Plan have
been purchased. Upon termination of the Plan, all payroll deductions not
used to purchase shares of common stock will be refunded to Plan
participants.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The accompanying financial statements have been prepared using the accrual
basis of accounting.
Administrative expenses
The Company bears all costs in connection with the Plan, including
administrative fees and all fees associated with the issuance of common
stock. Administrative expenses related to the Plan amounted to
approximately $8,000 for the year ended March 31, 2001.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
3. INCOME TAXES
The Plan meets the requirements of an "employee stock purchase plan" as
defined by Section 423 of the Internal Revenue Code. As such, the Plan is
not obligated to file income tax returns or pay income taxes. Under Section
423, a participating employee will generally recognize no income, and the
Company will be entitled to no corresponding deduction, for federal income
tax purposes when an employee enrolls in the Plan or when a participant
purchases whole shares of common stock under the Plan.
4. CHANGE IN PLAN YEAR
Following the approval of the Board of Directors on February 27, 2001, the
Plan adopted a fiscal year ending on January 31, effective for the 2002
fiscal year. To account for this change, the first Purchase Period for the
2002 fiscal year will be shortened by two months and will extend from April
1 to July 31, 2001. As a result, the entire 2002 fiscal year will be 10
months in length.
EXHIBITS
The following Exhibit is being filed with this Annual Report on Form 11-K:
(23) Consent of Experts and Counsel:
23.1 Consent of PricewaterhouseCoopers LLP
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
DoubleClick Inc., the administrator of the DoubleClick Inc. 1999 Employee
Stock Purchase Plan, has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
DOUBLECLICK INC. 1999 EMPLOYEE
STOCK PURCHASE PLAN
/s/ Elizabeth Wang
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By: Elizabeth Wang, Esq.
Vice President and General Counsel
DoubleClick Inc.
June 29, 2001
Exhibit Index
Number Description
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23.1 Consent of PricewaterhouseCoopers LLP