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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
NetCreations, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
64110N102
(CUSIP Number)
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Elizabeth Wang William A. Myers
DoubleClick Inc. Brobeck, Phleger & Harrison LLP
450 West 33rd Street 1633 Broadway, 47th Floor
New York, NY 10001 New York, NY 10019
(212) 271-8570 (212) 581-1600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ]
(Continued on following pages)
Page 1 of 7 Pages
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CUSIP NO. 64110N102 SCHEDULE 13D PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DoubleClick Inc. I.R.S. I.D. # 13-3870996
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
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7 SOLE VOTING POWER 0
NUMBER OF --------- ----------------------------------------
SHARES 8 SHARED VOTING POWER 10,097,100
BENEFICIALLY --------- ----------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER 0
REPORTING --------- ----------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,097,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 65%
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14 TYPE OF REPORTING PERSON* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 7 Pages
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Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by DoubleClick Inc. that it
is the beneficial owner of any of the common stock of NetCreations, Inc.
referred to herein for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or for any other purpose, and such
beneficial ownership is expressly disclaimed.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock,
$0.01 par value per share (the "Issuer Common Stock"), of NetCreations, Inc., a
New York corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 379 West Broadway, Suite 202, New York, New York 10012.
Item 2. Identity and Background.
(a) The name of the person filing this statement is DoubleClick Inc.,
a Delaware corporation ("DoubleClick").
(b) The address of the principal office and principal business of
DoubleClick is 450 West 33rd Street, 16th Floor, New York, New York 10001.
(c) DoubleClick is a leading provider of technology-driven marketing and
advertising solutions to thousands of advertisers, advertising agencies, Web
publishers and e-commerce merchants worldwide. Set forth in Schedule A hereto,
which is incorporated herein by reference, is the name and present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of each
of DoubleClick's directors and executive officers, as of the date hereof. Other
than directors and executive officers, there are no persons controlling
DoubleClick.
(d) During the past five years, neither DoubleClick nor, to DoubleClick's
knowledge, any person named in Schedule A hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither DoubleClick nor, to DoubleClick's
knowledge, any person named in Schedule A hereto, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of or prohibiting or mandating activity
subject to Federal or State securities laws or finding any violation with
respect to such laws.
(f) Except as indicated in Schedule A hereto, each of the individuals named
therein is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement and Plan of Merger and
Reorganization, dated as of October 2, 2000 (the "Merger Agreement"), among
DoubleClick, Genesis Merger Sub, Inc., a New York corporation and wholly owned
subsidiary of DoubleClick ("Merger Sub"), and the Issuer, and subject to the
conditions set forth therein, Merger Sub will be merged with and into the Issuer
(the "Merger"), with each share of Issuer Common Stock being converted into the
Page 3 of 7 Pages
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right to receive 0.41 of a share of DoubleClick common stock, par value $0.001
per share (the "Merger Consideration"). The Merger is subject to the approval
and adoption of the Merger Agreement and the Merger by the shareholders of the
Issuer and the satisfaction or waiver of certain other conditions as more fully
described in the Merger Agreement. The foregoing summary of the Merger is
qualified in its entirety by reference to the copy of the Merger Agreement
included as Exhibit 1 to this Schedule 13D and incorporated herein in its
entirety by reference.
Item 4. Purpose of Transaction.
(a) - (b) As described in Item 3 above, this Schedule 13D relates to the
Merger of Merger Sub, a wholly owned subsidiary of DoubleClick, with and into
the Issuer, in a merger pursuant to New York Business Corporation Law. At the
effective time of the Merger, the separate existence of Merger Sub will cease to
exist and the Issuer will continue as the surviving corporation and as a wholly
owned subsidiary of DoubleClick (the "Surviving Corporation"). Holders of
outstanding Issuer Common Stock will receive the Merger Consideration in
exchange for each share of Issuer Common Stock held by them immediately prior to
the Merger. DoubleClick will assume the Issuer's 1999 Stock Option Plan, as
amended, and the Issuer's 2000 Employee Stock Purchase Plan, as well as the
outstanding options and purchase rights issued under such plans.
As an inducement to DoubleClick to enter into the Merger
Agreement, certain shareholders (collectively, the "Shareholders") of the Issuer
have entered into a Company Shareholders Agreement, dated as of October 2, 2000
(together with the related irrevocable proxy, the "Shareholders Agreement"),
with DoubleClick pursuant to which the Shareholders have agreed to vote an
aggregate of 10,097,100 shares of Issuer Common Stock (the "Shares")
beneficially owned by the Shareholders in favor of approval and adoption of the
Merger Agreement and of the Transaction (as defined in the Shareholders
Agreement). Further, by their execution of the Shareholders Agreement, each
Shareholder has irrevocably appointed the members of the board of directors of
DoubleClick (the "Attorney") as his or her lawful attorney and proxy. Such proxy
gives the Attorney the limited right to vote the Shares in all matters related
to the Merger. The Shareholders and the number of Shares subject to their
respective Shareholder Agreements are set forth in Schedule B hereto, which is
incorporated herein by reference. The foregoing summary of the Shareholders
Agreement is qualified in its entirety by reference to the copy of the form of
Shareholders Agreement included as Exhibit 2 to this Schedule 13D and
incorporated herein in its entirety by reference.
In exercising its right to vote the Shares as lawful attorney
and proxy of the Shareholders, the Attorney will be limited, at every Issuer
shareholders' meeting and every written consent in lieu of such meeting, to vote
the Shares in favor of approval and adoption of the Merger and the Merger
Agreement. The Shareholders may vote the Shares on all other matters. The
Shareholders Agreement terminates upon the earlier to occur of (i) such date and
time as the Merger shall become effective in accordance with the terms and
provisions of the Merger Agreement and (ii) the date of termination of the
Merger Agreement.
As a result of the foregoing, DoubleClick and each Shareholder
may be deemed to have formed a "group" within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The filing
of this Schedule 13D shall not be construed as an admission that DoubleClick is,
for the purposes of Section 13(d) or 13(g) of the Exchange
Page 4 of 7 Pages
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Act, the beneficial owner of any securities covered by this Schedule 13D.
DoubleClick expressly disclaims beneficial ownership of any shares of Issuer
Common Stock that are covered by the Shareholder Agreements.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors of the Surviving
Corporation shall be the existing directors of Merger Sub, who are Kevin P.
Ryan, Stephen R. Collins and Greg Ellis. The officers of the Surviving
Corporation shall be the existing officers of Merger Sub, until their respective
successors are duly elected or appointed and qualified.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation of
the Surviving Corporation shall be amended and restated to read in its entirety
as set forth in Exhibit 3 to this Schedule 13D, which is incorporated herein in
its entirety by reference. Upon consummation of the Merger, the By-laws of
Merger Sub, as in effect immediately prior to the Merger, shall be the By-laws
of the Surviving Corporation until thereafter amended.
(h) - (i) Upon consummation of the Merger in accordance with the Merger
Agreement, the Issuer Common Stock will be delisted from The Nasdaq Stock
Market's National Market and will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act.
(j) Other than as described above, DoubleClick currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (i) of this Schedule 13D (although DoubleClick reserves the right to
develop such plans).
Item 5. Interest in Securities of the Issuer.
(a)-(b) As a result of the Shareholders Agreement, DoubleClick may be
deemed to be the beneficial owner of the Shares. The Shares constitute
approximately 65% of the issued and shares of Issuer Common Stock based on
15,534,000 outstanding shares of Issuer Common Stock represented by the Issuer
as outstanding as of October 2, 2000 in the Merger Agreement.
DoubleClick has shared power to vote all of the Shares for the
limited purposes described above in connection with the Shareholders Agreement.
However, (i) DoubleClick does not have the sole power to vote or to direct the
vote or to dispose or to direct the disposition of any of the Shares pursuant to
the Shareholders Agreement and (ii) is not entitled to any rights as a
shareholder of Issuer as to the Shares. As a result of the foregoing,
DoubleClick and each Shareholder may be deemed to have formed a "group" within
the meaning of Section 13(d) of the Exchange Act. The filing of this Schedule
13D shall not be construed as an admission that DoubleClick is, for the purposes
of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any
securities covered by this Schedule 13D. DoubleClick expressly disclaims
beneficial ownership of any of the Shares. To the best of DoubleClick's
knowledge, no shares of Issuer Common Stock are beneficially owned by any of the
persons named in Schedule A.
Page 5 of 7 Pages
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(c) Neither DoubleClick nor, to the knowledge of DoubleClick, any person
named in Schedule A, has effected any transaction in the Issuer Common Stock
during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than as described in Item 4 and incorporated herein by
reference, to the knowledge of DoubleClick, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger and Reorganization, dated
as of October 2, 2000, among DoubleClick Inc., a
Delaware corporation, Genesis Merger Sub, Inc., a New
York corporation and wholly owned subsidiary of
DoubleClick Inc., and NetCreations, Inc., a New York
corporation.*
2. Company Shareholders Agreement and irrevocable proxy,
dated as of October 2, 2000, among DoubleClick Inc., a
Delaware corporation, and certain shareholders of
NetCreations, Inc., a New York corporation.
3. Form of Restated Certificate of Incorporation of Net
Creations, Inc.**
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* Incorporated herein by reference to Exhibit 2.1 of the Current Report
on Form 8-K filed by DoubleClick Inc. with the Securities and Exchange
Commission on October 4, 2000.
** Incorporated herein by reference to Annex B of Exhibit 2.1 of the
Current Report on Form 8-K filed by DoubleClick Inc. with the Securities and
Exchange Commission on October 4, 2000.
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 6, 2000
DOUBLECLICK INC.
By: /s/ Stephen R. Collins
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Stephen R. Collins
Chief Financial Officer
Page 7 of 7 Pages
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Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF
DOUBLECLICK INC.
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Present Principal
Occupation Including Name
of Employer (if other
Name than DoubleClick Inc.) Address of Employer
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Inside Directors (indicated
with "*") and Executive
Officers of DoubleClick Inc.
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Kevin J. O'Connor* Chairman of the Board of Directors 450 West 33rd Street, 16th Floor
New York, New York 10001
Kevin P. Ryan* Chief Executive Officer, President 450 West 33rd Street, 16th Floor
and Director New York, New York 10001
Dwight A. Merriman* Chief Technical Officer and Director 450 West 33rd Street, 16th Floor
New York, New York 10001
Jeffrey E. Epstein Executive Vice President 450 West 33rd Street, 16th Floor
New York, New York 10001
Stephen R. Collins Chief Financial Officer 450 West 33rd Street, 16th Floor
New York, New York 10001
Wenda Harris Millard Executive Vice President and General 450 West 33rd Street, 16th Floor
Manager, Media New York, New York 10001
Barry M. Salzman(1) Vice President, International Media 450 West 33rd Street, 16th Floor
New York, New York 10001
Christopher M. Dice President and Chief Operating 11101 West 120 Avenue
Officer, Abacus Direct Broomfield, CO 80021
David Rosenblatt Senior Vice President, Global 450 West 33rd Street, 16th Floor
Technology Solutions NewYork, New York 10001
Jonathan Shapiro Senior Vice President, Abacus Online 450 West 33rd Street, 16th Floor
New York, New York 10001
Outside Directors
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David N. Strohm General Partner of several venture 755 Page Mill Road
capital funds affiliated with Building A, Suite 100
Greylock Management Corporation Palo Alto, California 94304
Mark E. Nunnelly Managing Director of Bain Capital, Two Copley Place
Inc., a venture capital group Boston, Massachusetts 02116
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(1) Citizen of Italy.
A-1
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Present Principal
Occupation Including Name
of Employer (if other
Name than DoubleClick Inc.) Address of Employer
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Outside Directors
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Thomas S. Murphy Retired Chairman and Chief Executive 77 West 66th Street, 10th Floor
Officer, ABC/Cap Cities New York, NY 10023
W. Grant Gregory Chairman of Gregory & Hoenemeyer, 666 Steamboat Road Greenwich,
Inc., a merchant banking firm Connecticut 06830
Donald Peppers Chief Executive Officer of Marketing 700 Canal Street
1 to 1/Peppers and Rogers Group, a Stamford, Connecticut 06883
marketing consulting firm
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Schedule B
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Shares Beneficially Owned
Stockholder Subject to the Shareholders Agreement
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Rosalind Resnick 5,289,597
Ryan Scott Druckenmiller 4,807,503
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B-1
