<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1998
REGISTRATION NO. 333-42323
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 5 TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
DOUBLECLICK INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 7319 13-3870996
(State of (Primary Standard Industrial I.R.S. Employer
Incorporation) Classification Code) Identification Number)
</TABLE>
41 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10010
(212) 683-0001
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
------------------------
KEVIN J. O'CONNOR
CHIEF EXECUTIVE OFFICER
DOUBLECLICK INC.
41 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10010
(212) 683-0001
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------------------
COPIES TO:
<TABLE>
<S> <C>
ALEXANDER D. LYNCH, ESQ. MARK G. BORDEN, ESQ.
BROBECK, PHLEGER & HARRISON LLP HALE AND DORR LLP
1633 BROADWAY, 47TH FLOOR 60 STATE STREET
NEW YORK, NEW YORK 10019 BOSTON, MASSACHUSETTS 02109
(212) 581-1600 (617) 526-6000
</TABLE>
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE (2) PRICE (2) FEE (3)
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share................................... 3,450,000 $ 17.00 $ 58,650,000.00 $ 17,303
</TABLE>
(1) Includes 450,000 shares of Common Stock which the Underwriters have the
option to purchase from the Company solely to cover over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(a).
(3) PREVIOUSLY PAID.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Registrant in connection with the sale of
Common Stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fees and the Nasdaq National Market listing
fee.
<TABLE>
<CAPTION>
AMOUNT TO
BE PAID
-------------
<S> <C>
SEC registration fee........................................................... $ 17,303
NASD filing fee................................................................ 6,365
Nasdaq National Market listing fee............................................. 88,500
Printing and engraving......................................................... 165,800
Legal fees and expenses........................................................ 300,000
Accounting fees and expenses................................................... 150,000
Blue sky fees and expenses (including legal fees).............................. 15,000
Transfer agent fees............................................................ 5,000
Miscellaneous.................................................................. 2,032
-------------
Total...................................................................... $ 750,000
-------------
-------------
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation (the "Certificate") provides
that, except to the extent prohibited by the Delaware General Corporation Law
(the "DGCL"), the Registrant's directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the Registrant. Under the DGCL, the directors have a
fiduciary duty to the Registrant which is not eliminated by this provision of
the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director's duty of loyalty to the Registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
DGCL. This provision also does not affect the directors' responsibilities under
any other laws, such as the Federal securities laws or state or Federal
environmental laws. The Registrant has obtained liability insurance for its
officers and directors.
Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit. The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the corporation's bylaws, any agreement, a vote
of stockholders or otherwise. The Certificate eliminates the personal liability
of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL
and provides that the Registrant shall fully indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
II-1
<PAGE>
investigative) by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Registrant is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The Registrant has sold and issued the following securities since January
23, 1996 (inception):
In January 1996, the Registrant issued an aggregate of 905,912 shares of its
common stock, par value $.01 per share ("Original Common Stock"), (i) to Poppe
Tyson, Inc. a subsidiary of Bozell, Jacobs, Kenyon & Eckhardt in exchange for
$500,000 in cash, and (ii) to Kevin J. O'Connor and Dwight A. Merriman in
exchange for $75,000 in cash and fixed assets having an approximate value of
$25,000. Such shares of Original Common Stock were sold in reliance upon an
exemption from registration under the Securities Act of 1933 pursuant to Section
4(2) thereof.
In August 1996, all outstanding shares of Original Common Stock were
converted into shares of class A common stock.
In June 1997, the DoubleClick Acquisition Corp. ("Newco") merged with and
into the Registrant (the "Merger"). As a result of the Merger, the Registrant
issued an aggregate of 36,667 shares of its Convertible Preferred Stock, par
value $.001 per share, to the holders of common stock of Newco which consisted
of: Bain Capital Fund V, L.P., Bain Capital Fund V-B, L.P., BCIP Associates,
BCIP Trust Associates, L.P., Brookside Capital Partners Fund, L.P., ABS Capital
Partners II, L.P., Greylock Equity Limited Partnership, Greylock IX Limited
Partnership, Canaan S.B.I.C., L.P., Canaan Equity, L.P., Canaan Capital Limited
Partnership, Canaan Capital Offshore Limited Partnership, C.V., Venrock
Associates and Venrock Associates II, L.P. Such shares of Convertible Preferred
Stock are convertible into an aggregate of 5,714,950 shares of Common Stock. In
addition, as part of the Registrant's recapitalization, 7,395,740 shares of
class A common stock were converted into 7,395,740 shares of Common Stock and
10,780,000 shares of class B common stock were converted into 2,987,721 shares
of Common Stock.
Also in June 1997, the Registrant sold 3,333 shares of its Convertible
Preferred Stock to the following investors for $3,333,000: WPG Enterprise Fund
III, L.P., Weiss, Peck & Greer Venture Associates IV, L.P. and Weiss, Peck &
Greer Venture Associates IV Cayman, L.P. Such shares of Convertible Preferred
Stock were sold in reliance upon an exemption from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof. Such shares of
Convertible Preferred Stock are convertible into an aggregate of 519,484 shares
of Common Stock.
In December 1997, the Company issued 779,302 shares of Common Stock to
Bozell, Jacobs, Kenyon & Eckhardt, Inc. upon conversion of a Convertible
Promissory Note in the principal amount of $5,000,000. Such shares of Common
Stock were issued in reliance upon an exemption from registration under the
Securities Act of 1933 pursuant to Section 4(2).
II-2
<PAGE>
The Registrant from time to time has granted stock options to employees in
reliance upon an exemption under the Securities Act of 1933 pursuant to Rule 701
promulgated thereunder. The following table sets forth certain information
regarding such grants:
<TABLE>
<CAPTION>
RANGE OF
NUMBER OF EXERCISE
SHARES PRICES
------------- -----------------
<S> <C> <C>
January 23, 1996 (inception) through December 31, 1996................ 1,363,380 $0.14- 0.28
January 1, 1997 through December 31, 1997............................. 1,038,725 0.28-13.00
</TABLE>
Between January 1, 1996 and December 31, 1997, an aggregate of 176,668
shares of Common Stock were issued to employees of the Registrant pursuant to
the exercise of options at a weighted average exercise price of $0.16 per share
in reliance on an exemption under the Securities Act of 1933 pursuant to Rule
701 promulgated thereunder.
As indicated, the above securities were offered and sold by the Registrant
in reliance upon exemptions from registration pursuant to either (i) Section
4(2) of the Securities Act, as transactions not involving any public offering,
or (ii) Rule 701 under the Securities Act. No underwriters were involved in
connection with the sales of securities referred to in this Item 15.
II-3
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
1.1** Form of Underwriting Agreement.
3.1** Restated Certificate of Incorporation.
3.2** Amendment to Restated Certificate of Incorporation.
3.3** Amended and Restated Certificate of Incorporation to be in effect upon the closing of the initial
public offering.
3.4** Bylaws.
3.5** Amended and Restated Bylaws to be in effect upon the closing of the initial public offering.
4.1** Specimen Common Stock certificate.
4.2** See Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 for provisions of the Certificate of Incorporation and Bylaws
of the Registrant defining the rights of holders of Common Stock of the Registrant.
4.3** Convertible Promissory Note held by Bozell, Jacobs, Kenyon & Eckhardt, Inc.
5.1** Opinion of Brobeck, Phleger & Harrison LLP.
10.1** 1996 Stock Option Plan.
10.2** 1997 Stock Incentive Plan.
10.3 [Reserved]
10.4** Stockholders Agreement, dated as of June 4, 1997.
10.5** Sublease dated August 1996, between Martin, Marshall, Jaccoma & Mitchell Advertising, Inc. and the
Registrant.
10.6** Lease dated July 1997, between Investment Properties Associates and the Registrant.
10.7+** Procurement and Trafficking Agreement, dated December 1996, by and between Registrant and Digital
Equipment Corporation.
10.8** Amendment No. 1 to Procurement and Trafficking Agreement, dated January 1998, by and between
Registrant and Digital Equipment Corporation.
11.1** Statement re: Computation of Basic Net Loss Per Common Share.
16.1** Letter from KPMG Peat Marwick LLP.
16.2** Additional Letter from KPMG Peat Marwick LLP.
21.1** Subsidiaries of the Registrant.
23.1 Consent of Price Waterhouse LLP.
23.2** Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
24.1** Powers of Attorney.
24.2** Power of Attorney of Donald Peppers.
27.1** Financial Data Schedule.
(b) Financial Statement Schedules.
</TABLE>
<TABLE>
<S> <C>
Schedule II Valuation and Qualifying Accounts.
</TABLE>
- ------------------------
** Previously filed.
+ Confidential treatment requested for certain portions of this Exhibit
pursuant to Rule 406 promulgated under the Securities Act.
II-4
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriter
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation of the Registrant, the Underwriting Agreement, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the information
omitted from the form of Prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and contained in a form of Prospectus filed by the
Registrant pursuant to Rule 424 (b) (1) or (4), or 497 (h) under the Act shall
be deemed to be part of this Registration Statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of Prospectus shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 5 to the 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 19th day of February, 1998.
DOUBLECLICK INC.
By: /s/ KEVIN J. O'CONNOR
------------------------------------------
Kevin J. O'Connor
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons in the capacities indicated on February 19, 1998:
<TABLE>
<CAPTION>
SIGNATURE TITLE(S)
------------------------------------------------------ --------------------------------------------------
<S> <C> <C>
Chief Executive Officer and Chairman of the Board
/s/ KEVIN J. O'CONNOR Directors (Principal Executive Officer)
-------------------------------------------
Kevin J. O'Connor
President and Chief Financial Officer (Principal
* Financial Officer)
-------------------------------------------
Kevin P. Ryan
* Chief Technology Officer and Director
-------------------------------------------
Dwight A. Merriman
* Controller (Principal Accounting Officer)
-------------------------------------------
Stephen R. Collins
* Director
-------------------------------------------
David N. Strohm
* Director
-------------------------------------------
Mark E. Nunnelly
* Director
-------------------------------------------
W. Grant Gregory
* Director
-------------------------------------------
Donald Peppers
</TABLE>
*By: /s/ KEVIN J. O'CONNOR
-------------------------
Kevin J. O'Connor
ATTORNEY-IN-FACT
II-6
<PAGE>
DOUBLECLICK, INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
PERIOD FROM JANUARY 23, 1996 (INCEPTION) TO DECEMBER 31, 1996
AND THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
BALANCE AT THE CHARGED TO BALANCE AT THE
BEGINNING OF COSTS AND END OF THE
DESCRIPTION THE PERIOD EXPENSES WRITE-OFFS YEAR
- -------------------------- --------------------- ----------------- --------------- ---------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Allowance for doubtful
accounts:
Period from January 23,
1996
(inception) to December
31, 1996................. $ -- $ 150 $ -- $ 150
Year ended December 31,
1997..................... $ 150 $ 831 $ 269 $ 712
</TABLE>
S-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- --------- ------------------------------------------------------------------------------------------------------
<C> <S>
1.1** Form of Underwriting Agreement.
3.1** Restated Certificate of Incorporation.
3.2** Amendment to Restated Certificate of Incorporation.
3.3** Amended and Restated Certificate of Incorporation to be in effect upon the closing of the initial
public offering.
3.4** Bylaws.
3.5** Amended and Restated Bylaws to be in effect upon the closing of the initial public offering.
4.1** Specimen Common Stock certificate.
4.2** See Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 for provisions of the Certificate of Incorporation and Bylaws
of the Registrant defining the rights of holders of Common Stock of the Registrant.
4.3** Convertible Promissory Note held by Bozell, Jacobs, Kenyon & Eckhardt, Inc.
5.1** Opinion of Brobeck, Phleger & Harrison LLP.
10.1** 1996 Stock Option Plan.
10.2** 1997 Stock Incentive Plan.
10.3 [Reserved]
10.4** Stockholders Agreement, dated as of June 4, 1997.
10.5** Sublease dated August 1996, between Martin, Marshall, Jaccoma & Mitchell Advertising, Inc. and the
Registrant.
10.6** Lease dated July 1997, between Investment Properties Associates and the Registrant.
10.7+** Procurement and Trafficking Agreement, dated December 1996, by and between Registrant and Digital
Equipment Corporation.
10.8** Amendment No. 1 to Procurement and Trafficking Agreement, dated January 1998, by and between
Registrant and Digital Equipment Corporation.
11.1** Statement re: Computation of Basic Net Loss Per Common Share.
16.1** Letter from KPMG Peat Marwick LLP.
16.2** Additional Letter from KPMG Peat Marwick LLP.
21.1** Subsidiaries of the Registrant.
23.1 Consent of Price Waterhouse LLP.
23.2** Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
24.1** Powers of Attorney.
24.2** Power of Attorney of Donald Peppers.
27.1** Financial Data Schedule.
(b) Financial Statement Schedules.
</TABLE>
<TABLE>
<S> <C>
Schedule II Valuation and Qualifying Accounts.
</TABLE>
- ------------------------
** Previously filed.
+ Confidential treatment requested for certain portions of this Exhibit
pursuant to Rule 406 promulgated under the Securities Act.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated February 10, 1998,
relating to the consolidated financial statements of DoubleClick Inc., which
appears in such Prospectus. We also consent to the application of such report
to the Financial Statement Schedules for the period from January 23, 1996
(inception) to December 31, 1996 and for the year ended December 31, 1997
listed under Item 16(b) of this Registration Statement when such schedules
are read in conjunction with the financial statements referred to in our
report. The audits referred to in such report also included these schedules.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
February 19, 1998
