As filed with the Securities and Exchange Commission on February 13, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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DOUBLECLICK INC.
(Exact name of issuer as specified in its charter)
Delaware 13-3870996
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
450 West 33rd Street
New York, New York 10001
(Address of principal executive offices) (Zip Code)
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DoubleClick Inc. 1997 Stock Incentive Plan
DoubleClick Inc. 1999 Employee Stock Purchase Plan
(Full title of the plans)
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Kevin P. Ryan
Chief Executive Officer
DoubleClick Inc.
450 West 33rd Street
New York, New York 10001
(Name and address of agent for service)
(212) 683-0001
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1) per Share(2) Offering Price Registration Fee
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DoubleClick Inc. 1997 Stock Incentive Plan
Common Stock, $0.001 par value 2,400,000 $6.11 $14,664,000 $1,349.09
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DoubleClick Inc. 1999 Employee Stock Purchase Plan
Common Stock, $0.001 par value 900,000 $6.11 $ 5,499,000 $ 505.91
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(1) This Registration Statement shall also cover any additional shares of the
Common Stock of DoubleClick Inc. (the "Registrant") which become issuable under
Registrant's 1997 Stock Incentive Plan and 1999 Employee Stock Purchase Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high and
low selling prices per share of the Registrant's Common Stock on February 7,
2003, as reported by the Nasdaq National Market.
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Statement of Incorporation by Reference
On March 19, 1998, DoubleClick Inc. (the "Registrant") filed with the
Securities and Exchange Commission (the "Commission") a Registration Statement
on Form S-8 (File No. 333-48277) relating to 3,000,000 shares of Common Stock to
be offered and sold under its 1997 Stock Incentive Plan (the "1997 Plan"). On
November 9, 1999, the Registrant filed with the Commission a Registration
Statement on Form S-8 (File No. 333-90653) relating to an additional 8,000,000
shares of Common Stock to be offered and sold under the 1997 Plan. On February
18, 2000, the Registrant filed with the Commission a Registration Statement on
Form S-8 (File No. 333-30726) relating to an additional 4,748,152 shares of
Common Stock to be offered and sold under the 1997 Plan. On February 14, 2001,
the Registrant filed with the Commission a Registration Statement on Form S-8
(File No. 333-55618) relating to an additional 2,400,000 shares of Common Stock
to be offered and sold under the 1997 Plan. On January 24, 2002, the Registrant
filed with the Commission a Registration Statement on Form S-8 (File No.
333-81346) relating to an additional 2,400,000 shares of Common Stock to be
offered and sold under the 1997 Plan. The contents of these prior Registration
Statements are incorporated in this Registration Statement by reference.
On November 9, 1999, the Registrant filed with the Commission a
Registration Statement on Form S-8 (File No. 333-90653) relating to 500,000
shares of Common Stock to be offered and sold under its 1999 Employee Stock
Purchase Plan (the "1999 Plan"). On February 14, 2001, the Registrant filed with
the Commission a Registration Statement on Form S-8 (File No. 333-55618)
relating to an additional 900,000 shares of Common Stock to be offered and sold
under the 1999 Plan. On January 24, 2002, the Registrant filed with the
Commission a Registration Statement on Form S-8 (File No. 333-81346) relating to
an additional 900,000 shares of Common Stock to be offered and sold under the
1999 Plan. The contents of these prior Registration Statements are incorporated
in this Registration Statement by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on February 13,
2003.
DoubleClick Inc.
By: /s/ Kevin P. Ryan
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Kevin P. Ryan
Chief Executive Officer and Director
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POWER OF ATTORNEY
We, the undersigned officers and directors of DoubleClick Inc., a Delaware
corporation, hereby severally constitute and appoint Kevin P. Ryan and Bruce
Dalziel, and each of them individually, with full powers of substitution and
resubstitution, our true and lawful attorneys and agents, with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents determine may be necessary,
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
either of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
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/s/ Kevin J. O'Connor Chairman of the Board February 12, 2003
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Kevin J. O'Connor
/s/ Kevin P. Ryan Chief Executive Officer (principal February 12, 2003
- ---------------------- executive officer) and Director
Kevin P. Ryan
/s/ Dwight A. Merriman Director February 12, 2003
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Dwight A. Merriman
/s/ David N. Strohm Director February 12, 2003
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David N. Strohm
/s/ Mark E. Nunnelly Director February 12, 2003
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Mark E. Nunnelly
/s/ W. Grant Gregory Director February 12, 2003
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W. Grant Gregory
/s/ Don Peppers Director February 12, 2003
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Don Peppers
/s/ Thomas S. Murphy Director February 12, 2003
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Thomas S. Murphy
/s/ Bruce Dalziel Chief Financial Officer February 12, 2003
- ---------------------- (principal financial officer)
Bruce Dalziel
/s/ Cory Douglas Corporate Controller February 12, 2003
- ---------------------- (principal accounting officer)
Cory Douglas
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Exhibit
Number Exhibit
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5.1 Opinion of Hale and Dorr LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature pages to this
registration statement)
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