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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 20, 2000
(NOVEMBER 17, 2000)
@PLAN.INC
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(Exact name of registrant as specified in its charter)
TENNESSEE 0-25575 62-1643381
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
THREE LANDMARK SQUARE, SUITE 400
STAMFORD, CONNECTICUT 06901
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 961-0340
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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This Current Report on Form 8-K/A amends and supercedes "Item 5. Other
Events" of the Registrant's Current Report on Form 8-K, dated September 27,
2000.
Item 5. Other Events
On November 17, 2000, DoubleClick Inc. ("DoubleClick") and @plan.inc.
("@plan") issued a joint press release announcing that they had amended
and restated the Agreement and Plan of Merger and Reorganization, dated
as of September 24, 2000 (the "Merger Agreement" and, as amended and
restated, the "Amended and Restated Merger Agreement"), among
DoubleClick, Atlas Merger Sub, Inc., a Tennessee corporation and a
direct, wholly owned subsidiary of DoubleClick, and @plan. Pursuant to
the Amended and Restated Merger Agreement, @plan will be merged with and
into Atlas Acquisition Corp., a Delaware corporation and a direct, wholly
owned subsidiary of DoubleClick ("Merger Sub") (the "Merger"), with
Merger Sub continuing as the surviving corporation. As a result of the
Merger, @plan will become a wholly owned subsidiary of DoubleClick. For
information regarding the terms and conditions of the Merger, including
the consideration to be paid to @plan's shareholders, reference is made
to the Amended and Restated Merger Agreement, filed hereto as Exhibit
2.1 and the press release filed pursuant to Rule 425 by @plan, dated
November 17, 2000, filed as Exhibit 99.1 and incorporated herein by
reference.
In connection with the execution of the Merger Agreement, certain of
@plan's shareholders entered into Shareholder Agreements with
DoubleClick, dated as of September 24, 2000, pursuant to which they
agreed to vote in the aggregate 48.6% of the outstanding @plan common
stock for the approval of the Merger Agreement and all other transactions
contemplated by the Merger Agreement. The form of this Shareholder
Agreement is attached as Annex A to the Merger Agreement. In connection
with the execution of the Amended and Restated Merger Agreement, these
@plan shareholders executed a letter agreement confirming that their
obligations under the Shareholder Agreements remain in full force and
effect. The form of this letter is attached as Exhibit 4.1 hereto.
Consummation of the Merger is subject to customary closing conditions,
including approval by @plan's shareholders.
Item 7(c). Exhibits
2.1 Amended and Restated Agreement and Plan of Merger and
Reorganization, dated as of November 17, 2000, by and among DoubleClick Inc.,
Atlas Merger Sub, Inc., Atlas Acquisition Corp. and @plan.inc. (Excluding
schedules and other exhibits to this document which supplemental copies the
Company will furnish to the Commission upon request).
4.1 Form of Shareholder Letter, dated as of November 17, 2000, by and
among DoubleClick, Inc. and certain shareholders of @plan.inc.
99.1 Press Release dated November 17, 2000 (Incorporated by
reference to the Company's Rule 425 filing on November 17, 2000, File No.
000-25575).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
@plan.inc
Date: November 20, 2000
By: /s/ Mark K. Wright
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Mark K. Wright
Chairman and Chief Executive Officer
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EXHIBIT INDEX
No. Exhibit
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2.1 Amended and Restated Agreement and Plan of Merger and Reorganization,
dated as of November 17, 2000, by and among DoubleClick Inc.,
Atlas Merger Sub, Inc., Atlas Acquisition Corp. and @plan.inc.
(Excluding schedules and other exhibits to this document which
supplemental copies the Company will furnish to the Commission
upon request).
4.1 Form of Shareholder Letter, dated as of November 17, 2000, by
and among DoubleClick, Inc. and certain Shareholders of @plan.inc.
99.1 Press Release dated November 17, 2000 (Incorporated by
reference to the Company's Rule 425 filing on November 17, 2000,
File No. 000-25575).