DOUBLECLICK INC
8-K, 1999-02-03
ADVERTISING
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                       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 earliest event reported): January 20, 1999
                                                         ----------------


                                DoubleClick Inc.
                                ----------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                                    --------
                 (State or Other Jurisdiction of Incorporation)


            000-23709                                   13-3870996
            ---------                                   ----------
     (Commission File Number)             (I.R.S. Employer Identification No.)


           41 Madison Avenue, 32nd Floor, New York, New York   10010
           ---------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (212) 683-0001
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                                      N.A.
                                      ----
          (Former Name or Former Address, if Changed Since Last Report)


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Item 5. Other Events

               On December 19, 1996 (as amended on December 16, 1997),
               DoubleClick Inc., a Delaware corporation (the "Company"), and
               Compaq Computer Corporation, a Delaware corporation ("Compaq"),
               entered into a Procurement and Trafficking Agreement pursuant to
               which the Company had the exclusive right to sell and deliver all
               advertising on specified pages within the Alta Vista Web site. On
               January 20, 1999, the Company changed its relationship with
               Compaq by entering into an Advertising Services Agreement that
               supercedes the Procurement and Trafficking Agreement. The new
               Advertising Services Agreement is effective as of January 1,
               1999. Pursuant to the Advertising Services Agreement, Compaq has
               agreed to use the Company's DART technology for ad delivery and
               to outsource to the Company's sales force certain ad sales
               functions for domestic, international and local ad sales. Alta
               Vista will continue to handle electronic commerce and large
               sponsorship deals and further develop their internal sales
               organization. In consideration for such services performed by the
               Company, Compaq will pay to the Company (i) a DART Services fee
               for all domestic, international and local advertising delivered
               by the Company to the Alta Vista Web site, (ii) a sales
               commission based on the net revenues generated from all
               advertisements sold by the Company on behalf of Compaq and (iii)
               a billing and collections fee for all billing and collections
               services performed by the Company on behalf of Compaq in relation
               to the advertisements sold by the Company on behalf of Compaq.
               Under the new agreement, the manner in which the Company reports
               its financial results related to the services it provides to Alta
               Vista will change. Specifically, as a result of the Company's
               change in relationship with Alta Vista, rather than recognizing
               as revenues the gross amount of billings relating to ads
               delivered by the Company to the Alta Vista Web site, the Company
               will recognize as revenues the DART Service fee, the sales
               commission and billing and collection fees. The Advertising
               Services Agreement shall expire on January 1, 2002, subject to
               prior termination in certain limited circumstances or further
               extension in accordance with the terms of the Advertising
               Services Agreement.

               This Form 8-K contains forward-looking statements. All
               forward-looking statements involve risks and uncertainties,
               including, without limitation, the risks detailed in the
               Company's filings and reports with the Securities and Exchange
               Commission. Such statements are only predictions and actual
               events or results may differ materially.




<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                  DoubleClick Inc.
                                  ----------------
                                  (Registrant)

                                  By:        /s/ Jeffrey E. Epstein
                                             ----------------------
                                  Name:      Jeffrey E. Epstein
                                             ------------------
                                  Title:     Chief Financial Officer
                                             -----------------------



Dated:  January 29, 1999




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