As filed with the Securities and Exchange Commission on February 13, 2004
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DOUBLECLICK INC.
(Exact name of issuer as specified in its charter)
Delaware 13-3870996
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
111 Eighth Avenue, 10th Floor 10011
New York, New York
(Address of Principal Executive Offices) (Zip Code)
DoubleClick Inc. 1997 Stock Incentive Plan
DoubleClick Inc. 1999 Employee Stock Purchase Plan
(Full title of the plans)
Bruce D. Dalziel
Chief Financial Officer
DoubleClick Inc.
111 Eighth Avenue, 10th Floor
New York, New York 10011
(Name and address of agent for service)
(212) 683-0001
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered(1) Per Share Offering Price Registration Fee
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Common Stock, par value $0.001 per share 2,900,000 shares(2) $11.41(3) $33,089,000(3) $4,192.38
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(1) In accordance with Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional
securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2) Consists of (i) 2,000,000 shares issuable under the DoubleClick Inc. 1997
Stock Incentive Plan and (ii) 900,000 shares issuable under the DoubleClick
1999 Employee Stock Purchase Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on
February 12, 2004.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the following Registration Statements on Form S-8 previously filed
by the Registrant with the Securities and Exchange Commission:
(1) Registration Statement on Form S-8 (File No. 333-48277), filed on
March 19, 1998, relating to 3,000,000 shares of Common Stock to be
offered and sold under the Registrant's 1997 Stock Incentive Plan;
(2) Registration Statement on Form S-8 (File No. 333-90653), filed on
November 9, 1999, relating to an additional 8,000,000 shares of Common
Stock to be offered and sold under the Registrant's 1997 Stock
Incentive Plan and 500,000 shares of Common Stock to be offered and
sold under the Registrant's 1999 Employee Stock Purchase Plan;
(3) Registration Statement on Form S-8 (File No. 333-30726), filed on
February 18, 2000, relating to an additional 4,748,152 shares of
Common Stock to be offered and sold under the Registrant's 1997 Stock
Incentive Plan;
(4) Registration Statement on Form S-8 (File No. 333-55618), filed on
February 14, 2001, relating to an additional 2,400,000 shares of
Common Stock to be offered and sold under the Registrant's 1997 Stock
Incentive Plan and an additional 900,000 shares of Common Stock to be
offered and sold under the Registrant's 1999 Employee Stock Purchase
Plan;
(5) Registration Statement on Form S-8 (File No. 333-81346), filed on
January 24, 2002, relating to an additional 2,400,000 shares of Common
Stock to be offered and sold under the Registrant's 1997 Stock
Incentive Plan and an additional 900,000 shares of Common Stock to be
offered and sold under the Registrant's 1999 Employee Stock Purchase
Plan; and
(6) Registration Statement on Form S-8 (File No. 333-103175), filed on
February 13, 2003, relating to an additional 2,400,000 shares of
Common Stock to be offered and sold under the Registrant's 1997 Stock
Incentive Plan and an additional 900,000 shares of Common Stock to be
offered and sold under the Registrant's 1999 Employee Stock Purchase
Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 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 this 13th day of
February, 2004.
DOUBLECLICK INC.
By: /s/ Kevin P. Ryan
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Kevin P. Ryan
Chief Executive Officer and Director
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of DoubleClick Inc., hereby
severally constitute and appoint Kevin P. Ryan and Bruce D. Dalziel, and each of
them singly, our true and lawful attorneys with full power to him to sign for us
and in our names in the capacities indicated below, the registration statement
on Form S-8 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable DoubleClick Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Kevin J. O'Connor Chairman of the Board February 13, 2004
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Kevin J. O'Connor
/s/ Kevin P. Ryan Chief Executive Officer and Director February 13, 2004
- ------------------------------------ (principal executive officer)
Kevin P. Ryan
/s/ Bruce Dalziel Chief Financial Officer February 13, 2004
- ------------------------------------ (principal financial officer)
Bruce D. Dalziel
/s/ Cory Douglas Corporate Controller February 13, 2004
- ------------------------------------ (principal accounting officer)
Cory Douglas
/s/ Dwight A. Merriman Director February 13, 2004
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Dwight A. Merriman
/s/ David N. Strohm Director February 13, 2004
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David N. Strohm
/s/ Mark E. Nunnelly Director February 13, 2004
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Mark E. Nunnelly
/s/ W. Grant Gregory Director February 13, 2004
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W. Grant Gregory
/s/ Don Peppers Director February 13, 2004
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Don Peppers
/s/ Thomas S. Murphy Director February 13, 2004
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Thomas S. Murphy
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
4.1 Amended and Restated Certificate of Incorporation, as amended
(Incorporated by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-3 (File No. 333-108789))
4.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.5 of
the Registrant's Registration Statement on Form S-1 (File No. 333-4232))
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 page to this registration
statement)