<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DOUBLECLICK INC.
- -----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3870996
- -----------------------------------------------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
41 Madison Avenue, 32nd Floor, New York, New York 10010
- -----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. / /
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. /X/
Securities Act registration statement file number to which this form
relates: 333-67459.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
------------------- ------------------------------
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
------------------- ------------------------------
Common Stock, $0.001 par value NASDAQ National Market
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock, $.001 par value, of the
Registrant under the caption "Description of Securities"
contained in the Registrant's Registration Statement on
Form S-1, File No. 333-67459 (the "Form S-1"), as filed with
the Securities and Exchange Commission on November 18, 1998,
as amended, is hereby incorporated by reference.
ITEM 2. EXHIBITS.
Exhibit No. Description
- ----------- -----------
1.1 Specimen certificate for shares of the Registrant's Common
Stock, $0.001 par value, incorporated by reference to
Exhibit 4.1 of the Form S-1
2.1 Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.1 of
the Form S-1
2.3 Amended and Restated Bylaws of the Registrant, incorporated
by reference to Exhibit 3.2 of the Form S-1
2.5 Stockholders Agreement, dated as of June 4, 1997, incorporated
by reference to Exhibit 10.1 of the Form S-1
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized.
DOUBLECLICK INC.
(Registrant)
Dated: November 30, 1998 By: /s/ KEVIN J. O'CONNOR
---------------------------
Kevin J. O'Connor
Chief Executive Officer and Director
3
