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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
ABACUS DIRECT CORPORATION
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
002553105
(CUSIP Number)
Elizabeth Wang Alexander D. Lynch
DoubleClick Inc. Brobeck, Phleger & Harrison LLP
41 Madison Avenue, 32nd Floor 1633 Broadway, 47th Floor
New York, NY 10010 New York, NY 10019
(212) 683-0001 (212) 581-1600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 13, 1999
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
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(Continued on following pages)
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CUSIP NO. 002553105 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DoubleClick Inc.
I.R.S. I.D. # 13-3870996
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_| (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER 1,974,516
OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
982,319
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9 SOLE DISPOSITIVE POWER
1,974,516
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10 SHARED DISPOSITIVE POWER
-------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,956,835
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 28.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by DoubleClick Inc. that it is the beneficial owner
of any of the Common Stock of Abacus Direct Corporation referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Act"), or for any other purpose, and such beneficial ownership is
expressly disclaimed.
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock,
par value $.001 per share (the "Issuer Common Stock"), of Abacus Direct
Corporation, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 11101 West 120th Avenue, Broomfield,
Colorado 80021.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is DoubleClick Inc., a
Delaware corporation ("DoubleClick").
(b) The address of the principal office and principal business of
DoubleClick is 41 Madison Avenue, 32nd Floor, New York, New York 10010.
(c) DoubleClick is a leading provider of comprehensive Internet
advertising solutions for advertisers and Web publishers worldwide. Set forth in
Schedule A is the name and present principle occupation or employment and the
name, principal business and address of any corporation or other organization in
which such employment is conducted, of each of DoubleClick's directors and
executive officers, as of the date hereof.
(d) During the past five years, neither DoubleClick nor, to DoubleClick's
knowledge, any person named in Schedule A to this Statement, has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither DoubleClick nor, to DoubleClick's
knowledge, any person named in Schedule A to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating activity
subject to Federal or State securities laws or finding any violation with
respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger and Reorganization
dated as of June 13, 1999 (the "Merger Agreement"), by and among DoubleClick,
Atlanta Merger Corp., a Delaware corporation and wholly owned subsidiary of
DoubleClick ("Merger Sub"), and the Issuer, and subject to the conditions set
forth therein, Merger Sub will be merged with and into the Issuer (the
"Merger"), with each share of Issuer Common Stock being converted into the right
to receive 1.05 shares of DoubleClick Common Stock (the "Exchange Ratio"). The
Merger is subject to the approval of the Merger Agreement by the stockholders of
Issuer, the approval by DoubleClick's stockholders of the issuance of
DoubleClick Common Stock in the Merger and the satisfaction or waiver of certain
other conditions as more fully described in the Merger Agreement. The foregoing
summary of the Merger is qualified in its entirety by reference to the copy of
the Merger Agreement included as Exhibit 1 to this Schedule 13D and incorporated
herein in its entirety by reference.
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ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, this statement relates to the
Merger of Merger Sub, a wholly owned subsidiary of DoubleClick, with and into
Issuer in a statutory merger pursuant to the Delaware General Corporation Law.
At the effective time of the Merger, the separate existence of Merger Sub will
cease to exist and Issuer will continue as the surviving corporation and as a
wholly owned subsidiary of DoubleClick (the "Surviving Corporation"). Holders of
outstanding Issuer Common Stock will receive, in exchange for each share of
Issuer Common Stock held by them immediately prior to the Merger, 1.05 shares of
DoubleClick Common Stock. DoubleClick will assume the Issuer's 1999 Stock
Incentive Plan, Amended and Restated 1996 Stock Incentive Plan and Amended and
Restated 1989 Stock Option Plan, each as amended, as well as the outstanding
options issued under such plans or certain other agreements.
As an inducement to DoubleClick to enter into the Merger
Agreement, certain stockholders (collectively, the "Stockholder Agreement
Stockholders") of the Issuer have entered into a Stockholder Agreement, dated as
of June 13, 1999 (the "Stockholder Agreement"), with DoubleClick and have, by
executing the Stockholder Agreement, irrevocably appointed DoubleClick (or any
nominee of DoubleClick) as his lawful attorney and proxy. Such proxy gives
DoubleClick the limited right to vote each of the 982,319 shares (including
options to purchase Issuer Common Stock exercisable within 60 days of the date
of this Schedule 13D) of Issuer Common Stock beneficially and collectively owned
by the Stockholder Agreement Stockholders in all matters related to the Merger.
The shared voting power with the Stockholder Agreement Stockholders of Issuer
relates to 982,319 shares (including options to purchase Issuer Common Stock
exercisable within 60 days of the date of this Schedule 13D) of Issuer Common
Stock (the "Shares"). The Stockholder Agreement Stockholders and the number of
shares beneficially owned by each of them is set forth in Schedule B hereto
which is hereby incorporated herein by this reference. The foregoing summary of
the Stockholder Agreement is qualified in its entirety by reference to the copy
of the form of Stockholder Agreement included as Exhibit 2 to this Schedule 13D
and incorporated herein in its entirety by reference.
In exercising its right to vote the Shares as lawful attorney
and proxy of the Stockholder Agreement Stockholders, DoubleClick (or any nominee
of DoubleClick) will be limited, at every Issuer stockholders meeting and every
written consent in lieu of such meeting to vote the Shares in favor of approval
of the Merger and the Merger Agreement. The Stockholder Agreement Stockholders
may vote the Shares on all other matters. The Stockholder Agreement terminates
upon the earlier to occur of (i) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the Merger Agreement
and (ii) the date of termination of the Merger Agreement.
In connection with the Merger Agreement, DoubleClick and
Issuer entered into a Stock Option Agreement, dated as of June 13, 1999 ("Option
Agreement"). The Option Agreement grants DoubleClick the right, under certain
conditions, to purchase up to 1,974,516 shares of Issuer Common Stock at a price
of $93.25 per share (subject to adjustment) (the "Option"). The foregoing
summary of the Option Agreement is qualified in its entirety by reference to the
copy of the Option Agreement included as Exhibit 3 to this Schedule 13D and
incorporated herein in its entirety by reference.
(c) Not applicable.
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(d) Upon consummation of the Merger, the directors of the Surviving
Corporation shall be Kevin O'Connor, Kevin P. Ryan, Stephen R. Collins, and
Jeffrey E. Epstein. The officers of the Surviving Corporation shall be the
existing officers of the Issuer, until their respective successors are duly
elected or appointed and qualified.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation
of Merger Sub, as in effect immediately prior to the Merger, shall be the
Certificate of Incorporation of the Surviving Corporation until thereafter
amended as provided by Delaware Law and such Certificate of Incorporation;
provided, however, that Article I of the Certificate of Incorporation of the
Surviving Corporation shall be amended to read as follows: "The name of the
corporation is Abacus Direct Corporation." Upon consummation of the Merger, the
Bylaws of Merger Sub, as in effect immediately prior to the Merger, shall be the
Bylaws of the Surviving Corporation until thereafter amended; provided, however,
that the Bylaws shall be amended to reflect the name change to Abacus Direct
Corporation.
(h) - (i) If the Merger is consummated as planned, the Issuer Common
Stock will be deregistered under the Act and delisted from The Nasdaq Stock
Market's National Market.
(j) Other than described above, DoubleClick currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (i) of Schedule 13D (although DoubleClick reserves the right to develop
such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The number of Shares covered by the Option is 1,974,516 which
constitutes, based on the number of shares outstanding on June 13, 1999 as
represented by the Issuer in the Merger Agreement, approximately 19.99% of the
Issuer Common Stock.
Prior to exercise of the Option, DoubleClick (i) is not
entitled to any rights as a stockholder of Issuer as to the Shares covered by
the Option and (ii) disclaims any beneficial ownership of the shares of Issuer
Common Stock which are purchasable by DoubleClick upon exercise of the Option
because the Option is exercisable only in the limited circumstances as set forth
in the Option Agreement, none of which has occurred as of the date hereof. If
the Option were exercised, DoubleClick would have the sole right to vote and
dispose of the shares of Issuer Common Stock issued as a result of such
exercise, subject to the terms and conditions of the Option Agreement.
As a result of the Stockholder Agreement, DoubleClick may be
deemed to be the beneficial owner of at least 982,319 shares of Issuer Common
Stock. Such Issuer Common Stock constitutes approximately 9.5% of the issued and
outstanding shares of Issuer Common Stock.
DoubleClick has shared power to vote all of the Shares for the
limited purposes described above in connection with the Stockholder Agreement.
DoubleClick does not have the sole power to vote or to direct the vote or to
dispose or to direct the disposition of any shares of Issuer Common Stock
pursuant to the Stockholder Agreement. However, DoubleClick (i) is not
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entitled to any rights as a stockholder of Issuer as to the Shares covered by
the Stockholder Agreement and (ii) disclaims any beneficial ownership of the
shares of Issuer Common stock which are covered by the Stockholder Agreement. To
the best of DoubleClick's knowledge, no shares of Issuer Common Stock are
beneficially owned by any of the persons named in Schedule A.
(c) Neither DoubleClick nor, to the knowledge of DoubleClick, any
person named in Schedule A, has effected any transaction in the Issuer Common
Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than the Merger Agreement, Stockholder Agreement and
Option Agreement, to the knowledge of DoubleClick, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger and Reorganization, dated
as of June 13, 1999, by and among DoubleClick Inc., a
Delaware corporation, Atlanta Merger Corp., a Delaware
corporation and wholly owned subsidiary of DoubleClick
Inc., and Abacus Direct Corporation, a Delaware
corporation.
2. Form of Stockholder Agreement, dated as of June 13,
1999, by and among DoubleClick Inc., a Delaware
corporation, and certain stockholders of Abacus Direct
Corporation, a Delaware corporation.
3. Stock Option Agreement, dated as of June 13, 1999, by
and between DoubleClick Inc., a Delaware corporation,
and Abacus Direct Corporation, a Delaware corporation.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June __, 1999
DOUBLECLICK INC.
By: /s/ Kevin P. Ryan
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Kevin P. Ryan
President and Chief Operating Officer
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
DOUBLECLICK INC.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
INCLUDING NAME OF EMPLOYER (IF OTHER
NAME THAN DOUBLECLICK INC.) ADDRESS OF EMPLOYER
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EXECUTIVE OFFICERS OF
DOUBLECLICK INC.
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<S> <C> <C>
Kevin J. O'Connor Chief Executive Officer and Chairman 41 Madison Avenue, 32nd Floor
of the Board of Directors New York, New York 10010
Kevin P. Ryan President and Chief Operating Officer 41 Madison Avenue, 32nd Floor
New York, New York 10010
Dwight A. Merriman Chief Technical Officer and Director 41 Madison Avenue, 32nd Floor
New York, New York 10010
Jeffrey E. Epstein Executive Vice President 41 Madison Avenue, 32nd Floor
New York, New York 10010
Stephen R. Collins Chief Financial Officer 41 Madison Avenue, 32nd Floor
New York, New York 10010
Wenda Harris Millard Executive Vice President, Marketing 41 Madison Avenue, 32nd Floor
and Sales New York, New York 10010
Barry M. Salzman Vice President, International 41 Madison Avenue, 32nd Floor
New York, New York 10010
OUTSIDE DIRECTORS
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David N. Strohm General Partner of several venture 755 Page Mill Road
capital funds affiliated with Building A, Suite 100
Greylock Management Corporation Palo Alto, California 94304
Mark E. Nunnelly Managing Director of Bain Capital, Two Copley Place
Inc., a venture capital group Boston, Massachusetts 02116
Thomas S. Murphy Retired N/A
W. Grant Gregory Chairman of Gregory & Hoenemeyer, 666 Steamboat Road
Inc., a merchant banking firm Greenwich, Connecticut 06830
Donald Peppers Chief Executive Officer of Marketing 700 Canal Street
1 to 1/Peppers and Rogers Group, a Stamford, Connecticut 06883
marketing consulting firm
</TABLE>
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SCHEDULE B
<TABLE>
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Stockholder Shares Beneficially Owned
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<S> <C>
M. Anthony White 635,500
Christopher M. Dice 0
Daniel C. Snyder 228,069
Carlos E. Sala 95,750
Frank Kenny 13,000
Anthony H. Lee 10,000
Robert L. North 0
</TABLE>
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EXHIBIT 1
Agreement and Plan of Merger and Reorganization
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EXHIBIT 2
Form of Stockholder Agreement
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EXHIBIT 3
Stock Option Agreement
