<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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)
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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)
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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>
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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. /X/ 333-42323
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. / /
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CALCULATION OF REGISTRATION FEE
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<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)(2) PER SHARE PRICE (3) FEE (4)
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share..................................... 575,000 $ 17.00 $ 9,775,000 $ 2,900
</TABLE>
(1) Includes 75,000 shares of Common Stock which the Underwriters have the
option to purchase from the Company solely to cover over-allotments, if any.
(2) Shares of Common Stock previously registered include 3,450,000 shares for
which the registration fee has previously been paid.
(3) The proposed maximum offering price per share is based on the proposed
offering price for the shares of the Company's Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
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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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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1 filed by DoubleClick Inc. with the Securities and Exchange
Commission (File No. 333-42323) pursuant to the Securities Act of 1933, as
amended, and declared effective on February 19, 1998 is incorporated by
reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 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
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)
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Kevin J. O'Connor
President and Chief Financial Officer (Principal
* Financial Officer)
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Kevin P. Ryan
* Chief Technology Officer and Director
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Dwight A. Merriman
* Controller (Principal Accounting Officer)
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Stephen R. Collins
* Director
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David N. Strohm
* Director
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Mark E. Nunnelly
* Director
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W. Grant Gregory
* Director
-------------------------------------------
Donald Peppers
</TABLE>
*By: /s/ KEVIN J. O'CONNOR
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Kevin J. O'Connor
ATTORNEY-IN-FACT
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EXHIBIT INDEX
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-42323 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following, which are filed
herewith:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
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<C> <S>
5.1 Opinion of Brobeck, Phleger & Harrison, LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Brobeck, Phleger & Harrison, LLP (included in Exhibit 5.1).
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BROBECK PHLEGER & HARRISON LLP]
February 19, 1998
DoubleClick Inc.
41 Madison Avenue, 32nd Floor
New York, NY 10010
Ladies and Gentlemen:
We have assisted in the preparation and filing by DoubleCick Inc. (the
"Company") of a Registration Statement on Form S-1, filed on February 19, 1998
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended
(the "Registration Statement"), with the Securities and Exchange Commission,
relating to the sale of up to 575,000 shares (the "Shares") of Common Stock,
$.001 par value (the "Common Stock"), of the Company. A form of underwriting
agreement (the "Underwriting Agreement") is incorporated by reference to the
Registration Statement.
We have examined such records and documents and have made such examination
of laws as we considered necessary to form a basis for the opinion set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies
thereof.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when sold and paid for in accordance with
the terms of the Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of our name in the Registration Statement under
the caption "Legal Matters" in the related Prospectus and consent to the filing
of this opinion as an exhibit thereto.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK & PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 10, 1998, included in the Registration
Statement (Form S-1 No. 333-42323) which is incorporated by reference in this
Registration Statement on Form S-1 of DoubleClick Inc. for the registration
of 575,000 shares of its common stock.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
February 19, 1998
