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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
NOVEMBER 20, 2000 (SEPTEMBER 24, 2000)
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DOUBLECLICK INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
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000-23709 13-3870996
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
450 WEST 33RD STREET 10001
NEW YORK, NEW YORK (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(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 November 17, 2000, DoubleClick Inc. ("DoubleClick") and
@plan.inc. ("@plan") issued a joint press release announcing that they had
amended and restated the Agreement and Plan of Merger and Reorganization, dated
as of September 24, 2000 (the "Merger Agreement" and, as amended and restated,
the "Amended and Restated Merger Agreement"), among DoubleClick, Atlas Merger
Sub, Inc., a Tennessee corporation and a direct, wholly owned subsidiary of
DoubleClick, and @plan. Pursuant to the Amended and Restated Merger Agreement,
@plan will be merged with and into Atlas Acquisition Corp., a Delaware
corporation and a direct, wholly owned subsidiary of DoubleClick ("Merger Sub")
(the "Merger"), with Merger Sub continuing as the surviving corporation. As a
result of the Merger, @plan will become a wholly owned subsidiary of
DoubleClick. For information regarding the terms and conditions of the Merger,
including the consideration to be paid to @plan's shareholders, reference is
made to the Amended and Restated Merger Agreement, filed as Exhibit 2.1.1 and
incorporated herein by reference, and the filing made pursuant to Rule 425 by
DoubleClick, dated November 17, 2000, which is incorporated herein by reference.
In connection with the execution of the Merger Agreement,
certain of @plan's shareholders entered into Shareholder Agreements with
DoubleClick, dated as of September 24, 2000, pursuant to which they agreed to
vote in the aggregate 48.6% of the outstanding @plan common stock for the
approval of the Merger Agreement and all other transactions contemplated by the
Merger Agreement. The form of this Shareholder Agreement is attached as Annex A
to the Merger Agreement. In connection with the execution of the Amended and
Restated Merger Agreement, these @plan shareholders executed a letter agreement
confirming that their obligations under the Shareholder Agreements remain in
full force and effect. The form of this letter is attached as Annex A-1 to the
Amended and Restated Merger Agreement.
Consummation of the Merger is subject to customary closing
conditions, including approval by @plan's shareholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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EXHIBIT
NUMBER
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2.1 Agreement and Plan of Merger and Reorganization, dated as of September
24, 2000, among DoubleClick Inc., Atlas Merger Sub, Inc. and
@plan.inc, including annexes thereto but excluding any schedules.
(Incorporated herein by reference to @plan.inc's Form 8-K filing,
dated September 27, 2000.)
2.1.1 Amended and Restated Agreement and Plan of Merger and Reorganization,
dated as of November 17, 2000, among DoubleClick Inc., Atlas Merger
Sub, Inc., Atlas Acquisition Corp. and @plan.inc., including annexes
thereto but excluding any schedules. (Incorporated herein by reference
to @plan's Form 8-K/A filing, dated November 17, 2000.)
99.1 Press Release of DoubleClick, dated September 25, 2000. (Incorporated
by reference to DoubleClick's Rule 425 filing, dated September 25,
2000.)
99.2 DoubleClick/@plan Analyst Speech. (Incorporated by reference to
DoubleClick's Rule 425 filing, dated September 25, 2000.)
99.3 DoubleClick/@plan Q&A. (Incorporated by reference to DoubleClick's
Rule 425 filing, dated September 25, 2000.)
99.4 Press Release of DoubleClick, dated November 17, 2000. (Incorporated
by reference to DoubleClick's Rule 425 filing, dated November 17,
2000.)
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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.
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(Registrant)
By: /s/ Jeffrey E. Epstein
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Name: Jeffrey E. Epstein
Title: Executive Vice President
Dated: November 20, 2000
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EXHIBIT EXHIBIT INDEX
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2.1 Agreement and Plan of Merger and Reorganization, dated as of September
24, 2000, by and among DoubleClick Inc., Atlas Merger Sub, Inc. and
@plan.inc, including annexes thereto but excluding any schedules.
(Incorporated herein by reference to @plan.inc's Form 8-K filing,
dated September 27, 2000.)
2.1.1 Amended and Restated Agreement and Plan of Merger and Reorganization,
dated as of November 17, 2000, among DoubleClick Inc., Atlas Merger
Sub, Inc., Atlas Acquisition Corp. and @plan.inc., including annexes
thereto but excluding any schedules. (Incorporated herein by reference
to @plan's Form 8-K/A filing, dated November 17, 2000.)
99.1 Press Release of DoubleClick, dated September 25, 2000. (Incorporated
by reference to DoubleClick's Rule 425 filing, dated September 25,
2000.)
99.2 DoubleClick/@plan Analyst Speech. (Incorporated by reference to
DoubleClick's Rule 425 filing, dated September 25, 2000.)
99.3 DoubleClick/@plan Q&A. (Incorporated by reference to DoubleClick's
Rule 425 filing, dated September 25, 2000.)
99.4 Press Release of DoubleClick, dated November 17, 2000. (Incorporated
by reference to DoubleClick's Rule 425 filing, dated November 17,
2000.)
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