AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY __, 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 IDENTIFICATION NO.)
OR ORGANIZATION)
450 WEST 33RD STREET
NEW YORK, NEW YORK 10001
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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DOUBLECLICK INC. 401(K) 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 Aggregate
Title of Each Class of Amount to be Offering Price Offering Amount of
Securities to be Registered Registered (1) per Share(2) Price Registration Fee
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DoubleClick Inc. 401(k) Plan
Common Stock, $0.001 par value(3) 350,000 $ 8.86 $ 3,101,000 $ 250.87
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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 401(k) 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 May 8, 2003,
as reported by the Nasdaq National Market.
(3) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of interests to be
offered or sold pursuant to the DoubleClick Inc. 401(k) Plan.
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Statement of Incorporation by Reference
On November 9, 1999, the Registrant filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-8 (File No.
333-90653) relating to 5,000 shares of Common Stock to be offered and sold under
the DoubleClick Inc. 401(k) Plan (the "Plan"). The number of shares of Common
Stock to be offered and sold under the Plan increased to 10,000 after a 2-for-1
stock split that occurred on December 20, 1999. The Registration Statement on
Form S-8 (File No. 333-90653) was supplemented by a Registration Statement on
Form S-8 (File No. 333-95105) filed on January 20, 2000 relating to 400,000
shares of Common Stock to be offered and sold under the Plan and by a
Registration Statement on Form S-8 (File No. 333-96991) filed on July 23, 2002
relating to 500,000 shares of Common Stock to be offered and sold under the
Plan. In accordance with General Instruction E to Form S-8, the contents of such
prior Registration Statements are incorporated into this Registration Statement
by reference.
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 May
13, 2003.
DoubleClick Inc.
By: /s/ Kevin P. Ryan
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Kevin P. Ryan
Chief Executive Officer and Director
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 May 13, 2003
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Kevin J. O'Connor
/s/ Kevin P. Ryan Chief Executive Officer (principal May 13, 2003
- --------------------------------------- executive officer) and Director
Kevin P. Ryan
/s/ Dwight A. Merriman Director May 13, 2003
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Dwight A. Merriman
/s/ David N. Strohm Director May 13, 2003
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David N. Strohm
/s/ Mark E. Nunnelly Director May 13, 2003
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Mark E. Nunnelly
/s/ W. Grant Gregory Director May 13, 2003
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W. Grant Gregory
/s/ Don Peppers Director May 13, 2003
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Don Peppers
/s/ Thomas S. Murphy Director May 13, 2003
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Thomas S. Murphy
/s/ Bruce Dalziel Chief Financial Officer May 13, 2003
- --------------------------------------- (principal financial officer)
Bruce Dalziel
/s/ Cory Douglas Corporate Controller May 13, 2003
- --------------------------------------- (principal accounting officer)
Cory Douglas
Pursuant to the requirements of the Securities Act of 1933, as amended,
the DoubleClick Inc. 401(k) Plan 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 May 13, 2003.
DOUBLECLICK INC. 401(K) PLAN
By: DoubleClick Inc.
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(plan administrator)
By: /s/ Joseph Todaro
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Name: Joseph Todaro
Title: Treasurer
Exhibit
Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made to
DoubleClick's Registration Statement No. 000-23709 on Form 8-A, and
the exhibits thereto, which are incorporated herein by reference
pursuant to Item 3(d) of this Registration Statement
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Hale and Dorr LLP is contained in Exhibit 5.1