UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliestevent reported) October 26, 1999
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DoubleClick Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-23709 13-3870996
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
41 Madison Avenue, 32nd Floor, New York New York 10010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 683-0001
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On October 26, 1999, DoubleClick Inc. (the "Company") completed the
acquisition of NetGravity, Inc. ("NetGravity") pursuant to the terms of
the previously reported Agreement and Plan of Merger and Reorganization,
dated as of July 12, 1999 (the "Agreement"), among the Company, NetGravity
and NJ Merger Corporation, a wholly owned subsidiary of the Company
("Merger Sub"). Merger Sub merged with and into NetGravity, with
NetGravity surviving the merger as a wholly owned subsidiary of the
Company (the "Merger").
In the Merger, each share of NetGravity common stock was converted
into the right to receive 0.28 shares of Company common stock. The Company
also assumed outstanding options to acquire NetGravity common stock and
converted these into options to acquire Company common stock at the same
exchange ratio used in the Merger for the outstanding NetGravity common
stock. The terms of the Merger were determined through arms-length
negotiations between the Company and NetGravity. The Merger is intended to
qualify as a tax-free reorganization under the Internal Revenue Code of
1986, as amended, and is intended to be accounted for as a pooling of
interests. Following the Merger, the Company caused NetGravity to merge
with and into the Company.
Copies of the Company's press release announcing the effectiveness
of the Merger and the Company's intended plans for NetGravity to be
included in the DoubleClick Technology Solutions division of DoubleClick
Inc. are incorporated herein by reference and included as Exhibit 99.1
hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Information
The required financial statements with respect to NetGravity, Inc.
are incorporated by reference to NetGravity's Annual Report on Form 10-K
for the year ended December 31, 1998 and NetGravity's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999, as amended by the Quarterly
Report on Form 10-Q/A, for the quarter ended June 30, 1999.
(b) Pro Forma Financial Information
The required pro forma financial statements with respect to
NetGravity, Inc. and the Company are incorporated by reference to the
Company's Form S-4 Registration Statement (File No. 333-89435).
(c) Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated
as of July 12, 1999, among DoubleClick Inc., NJ Merger
Corporation and NetGravity, Inc. (incorporated by
reference to Exhibit 2.1 to the Company's Current Report
on Form 8-K filed with the Securities and Exchange
Commission on July 22, 1999).
99.1 Press release issued by the Company on October 26, 1999
announcing the completion of the Company's acquisition
of NetGravity, Inc.
99.2 Item 6 and Item 8 of Part I of NetGravity's Annual
Report on Form 10-K for the year ended December 31, 1998
(incorporated by reference to NetGravity's Annual Report
on Form 10-K for the year ended December 31, 1998).
99.3 Item 1 of Part I of NetGravity's Quarterly Report on
Form 10-Q, as amended by the Quarterly Report on Form
10-Q/A, for the quarter ended June 30, 1999
(incorporated by reference to NetGravity's Quarterly
Report on Form 10-Q, as amended by the Quarterly Report
on Form 10-Q/A, for the quarter ended June 30, 1999).
99.4 Unaudited Pro Forma Condensed Combined Financial
Statements of the Company (incorporated by reference to
the Unaudited Pro Forma Condensed Combined Financial
Statements contained in the Company's Form S-4
Registration Statement (File No. 333-89435)).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
DOUBLECLICK INC.
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November 9, 1999 Jeffrey Epstein
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Date Executive Vice President
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EXHIBIT INDEX
Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of July
12, 1999, among DoubleClick Inc., NJ Merger Corporation and
NetGravity, Inc. (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 22, 1999).
99.1 Press release issued by the Company on October 26, 1999 announcing
the completion of the Company's acquisition of NetGravity, Inc.
99.2 Item 6 and Item 8 of Part I of NetGravity's Annual Report on Form
10-K for the year ended December 31, 1998 (incorporated by reference
to NetGravity's Annual Report on Form 10-K for the year ended
December 31, 1998).
99.3 Item 1 of Part I of NetGravity's Quarterly Report on Form 10-Q, as
amended by the Quarterly Report on Form 10-Q/A, for the quarter
ended June 30, 1999 (incorporated by reference to NetGravity's
Quarterly Report on Form 10-Q, as amended by the Quarterly Report on
Form 10-Q/A, for the quarter ended June 30, 1999).
99.4 Unaudited Pro Forma Condensed Combined Financial Statements of the
Company (incorporated by reference to the Unaudited Pro Forma
Condensed Combined Financial Statements contained in the Company's
Form S-4 Registration Statement (File No. 333-89435)).
Exhibit 99.1
DOUBLECLICK COMPLETES MERGER WITH NETGRAVITY
NEW YORK, NY and SAN MATEO, CA., October 26, 1999 -DoubleClick Inc. (Nasdaq:
DCLK) announced today that it has completed its merger with NetGravity, Inc.
(Nasdaq: NETG) following today's approval by the stockholders of NetGravity.
Under the terms of the merger agreement, holders of NetGravity stock are
entitled to receive 0.28 shares of DoubleClick common stock for each share of
NetGravity common stock pursuant to a fixed exchange ratio. DoubleClick will
issue approximately 5 million shares to complete the exchange. Based on
DoubleClick's closing price of $128 15/16 on October 25, 1999, the transaction
is valued at approximately $650 million, and the combined market capitalization
of the two companies is approximately $5.8 billion. The NetGravity business will
be included in the DoubleClick Technology Solutions division of DoubleClick Inc.
"The merger with NetGravity will allow us to offer two distinct ad serving
solutions to publishers and advertisers," said Kevin O'Connor, Chairman & CEO,
DoubleClick. "The combination of our companies, along with the pending Abacus
Direct merger, enables us to deliver the right message to the right consumer at
the right time, and help companies maximize the return on their advertising and
marketing investment."
About DoubleClick Inc.
DoubleClick Inc. (www.doubleclick.net) is a leading provider of comprehensive
global Internet advertising solutions for marketers and Web publishers.
Combining technology and media expertise, DoubleClick centralizes planning,
execution, control, tracking and reporting for online media campaigns.
DoubleClick Inc. has Global headquarters in New York City and maintains offices
in Atlanta, Boston, Chicago, Detroit, Dallas, Dublin, Los Angeles, San
Francisco, San Mateo, Seattle, Amsterdam, Barcelona, Copenhagen, Dusseldorf,
Hamburg, Helsinki, Hong Kong, London, Madrid, Milan, Montreal, Munich, Oslo,
Paris, Sao Paulo, Singapore, Stockholm, Sydney, Taipei, Tokyo and Toronto.
# # #
Contact:
DoubleClick Inc.
Investor Relations: Ilona Nemeth
Sara Pasko
212-683-0001
or
Abernathy MacGregor Frank
Adam Miller/David Sasso
212-371-5999
