<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
@plan.inc
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(Name of Issuer)
Common Stock, No Par Value Per Share
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(Title of Class of Securities)
04962Q100
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(CUSIP Number)
Elizabeth Wang Scott L. Kaufman
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)
September 24, 2000
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(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)
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CUSIP NO. 04962Q100 SCHEDULE 13D PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR 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)
WC, 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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NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON WITH
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8 SHARED VOTING POWER 5,509,100
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9 SOLE DISPOSITIVE POWER 0
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10 SHARED DISPOSITIVE POWER 0
--------------- ------ ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,509,100
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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 48.6%
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14 TYPE OF REPORTING PERSON* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
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 @plan.inc referred to
herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, 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, no
par value per share (the "Issuer Common Stock"), of @plan.inc, a Tennessee
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at Three Landmark Square, Suite 400, Stamford, Connecticut 06901.
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 is the
name and present principle 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.
(d) During the past five years, neither DoubleClick nor, to DoubleClick's
knowledge, any person named in Schedule A to this Statement, 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 to this Statement, 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 on Schedule A, 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 September 24, 2000 (the "Merger Agreement"), by and among DoubleClick, Atlas
Merger Sub, Inc., a Tennessee 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 right
to receive $1.85 in cash and $7.40 in shares of DoubleClick common stock, par
value
Page 3 of 7 Pages
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$0.001 per share ("Double Click Common Stock"), subject to adjustment as
set forth in the Merger Agreement (the "Merger Consideration"). The cash portion
of the Merger Consideration will be paid from the working capital of
DoubleClick. The Merger is subject to the approval of the Merger Agreement 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 Issuer in a merger pursuant to the Tennessee Business Corporation Act. 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 Second Amended and Restated
1996 Stock Option Plan, 1999 Stock Incentive Plan and 1999 Stock Option Plan for
New Employees, each as amended, as well as the outstanding options issued under
such plans or certain other agreements, and outstanding warrants to purchase
Issuer Common Stock.
As an inducement to DoubleClick to enter into the Merger Agreement,
certain shareholders (collectively, the "Shareholders") of the Issuer have each
entered into a Shareholder Agreement, dated as of September 24, 2000 (together
with the related irrevocable proxy, the "Shareholder Agreements"), with
DoubleClick pursuant to which the Shareholders have agreed to vote an aggregate
of 5,509,100 shares of Issuer Common Stock (the "Shares") beneficially owned by
the Shareholders in favor of approval and adoption of the Merger Agreement
(provided the Merger Agreement shall not have been amended in a manner
materially adverse to the interests of the Shareholders) and of the Transaction
(as defined in the Shareholder Agreements). Further, by their execution of the
Shareholder Agreements, each Shareholder has irrevocably appointed the members
of the Board of Directors of DoubleClick (the "Attorney") as his 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
Shareholder Agreements is qualified in its entirety by reference to the copy of
the form of Shareholder 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 of the Merger and the Merger Agreement (provided the Merger
Agreement shall not have been amended in a manner materially adverse to the
interests of a Shareholder). The Shareholders may vote the Shares on all other
matters. The Shareholder Agreements terminate 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.
Page 4 of 7 Pages
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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 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 Charter of Merger Sub, as in
effect immediately prior to the Merger, shall be the Charter of the Surviving
Corporation until thereafter amended as provided by the Tennessee Business
Corporation Act and such Charter; provided, however, that Article I of the
Charter of the Surviving Corporation shall be amended to read as follows: "The
name of the corporation is @plan.inc". Upon consummation of the Merger, the
Bylaws of Merger Sub, as in effect immediately prior to the Merger, shall be the
Bylaws of the Surviving Corporation until thereafter amended; provided, however,
that the Bylaws shall be amended to reflect the name change to @plan.inc.
(h) - (i) Upon consummation of the Merger in accordance with the Merger
Agreement, the Issuer Common Stock will be deregistered under the Securities Act
of 1933, as amended, and delisted from The Nasdaq Stock Market's National
Market.
(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 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 Shareholder Agreements, DoubleClick may be
deemed to be the beneficial owner of the Shares. Such Issuer Common Stock
constitutes approximately 48.6% of the issued and shares of Issuer Common Stock
based on 11,331,520 outstanding shares of Issuer Common Stock represented by the
Issuer as outstanding as of September 20, 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 Shareholder Agreements.
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 shares of Issuer Common
Stock pursuant to the Shareholder Agreements and (ii) is not entitled to any
rights as a stockholder of Issuer as to the Shares covered by the Shareholder
Agreements. As a result of the foregoing, DoubleClick and each Shareholder may
be deemed to
Page 5 of 7 Pages
<PAGE>
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 shares of Issuer Common Stock
that are covered by the Shareholder Agreements. 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.
(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
September 24, 2000, by and among DoubleClick Inc., a Delaware
corporation, Atlas Merger Sub, Inc., a Tennessee corporation
and wholly owned subsidiary of DoubleClick Inc., and @plan.inc,
a Tennessee corporation.*
2. Form of Shareholder Agreement and irrevocable proxy, dated as
of September 24, 2000, by and among DoubleClick Inc., a
Delaware corporation, and certain shareholders of @plan.inc, a
Tennessee corporation.**
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* Incorporated herein by reference to Exhibit 2.1 of the current report
on Form 8-K filed by @plan.inc with the Securities and Exchange Commission on
September 27, 2000 (the "Exhibit").
** Incorporated herein by reference to Annex A to the Exhibit.
Page 6 of 7 Pages
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SIGNATURE
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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 3, 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
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DIRECTORS AND EXECUTIVE OFFICERS OF
DOUBLECLICK INC.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION INCLUDING NAME
OF EMPLOYER (IF OTHER THAN
NAME DOUBLECLICK INC.) ADDRESS OF EMPLOYER
--------------------------------- ------------------------------------- -------------------------------
<S> <C> <C>
INSIDE DIRECTORS (INDICATED
WITH "*") AND EXECUTIVE
OFFICERS OF
DOUBLECLICK INC.
-----------------------------
Kevin J. O'Connor* Chairman of the Board of 450 West 33rd Street, 16th Floor
Directors New York, New York 10010
Kevin P. Ryan* Chief Executive Officer, 450 West 33rd Street, 16th Floor
President and Director New York, New York 10010
Dwight A. Merriman* Chief Technical Officer and 450 West 33rd Street, 16th Floor
Director New York, New York 10010
Jeffrey E. Epstein Executive Vice President 450 West 33rd Street, 16th Floor
New York, New York 10010
Stephen R. Collins Chief Financial Officer 450 West 33rd Street, 16th Floor
New York, New York 10010
Wenda Harris Millard Executive Vice President and 450 West 33rd Street, 16th Floor
General Manager, Media New York, New York 10010
Barry M. Salzman(1) Vice President, International 450 West 33rd Street, 16th Floor
Media New York, New York 10010
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 New York, New York 10010
Jonathan Shapiro Senior Vice President, Abacus 450 West 33rd Street, 16th Floor
Online New York, New York 10010
OUTSIDE DIRECTORS
-----------------
David N. Strohm General Partner of several 755 Page Mill Road
venture capital funds affiliated Building A, Suite 100
with Greylock Management Palo Alto, California 94304
Corporation
Mark E. Nunnelly Managing Director of Bain Two Copley Place
Capital, Inc., a venture capital Boston, Massachusetts 02116
group
</TABLE>
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(1) Citizen of Italy.
A-1
<PAGE>
<TABLE>
<S> <C> <C>
Thomas S. Murphy Retired Chairman and Chief 77 West 66th Street, 10th Floor
Executive Officer, ABC/Cap New York, NY 10023
Cities
W. Grant Gregory Chairman of Gregory & 666 Steamboat Road
Hoenemeyer, Inc., a merchant Greenwich, Connecticut 06830
banking firm
Donald Peppers Chief Executive Officer of 700 Canal Street
Marketing 1 to 1/Peppers and Stamford, Connecticut 06883
Rogers Group, a marketing
consulting firm
</TABLE>
A-2
<PAGE>
SCHEDULE B
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<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
STOCKHOLDER SUBJECT TO THE SHAREHOLDER AGREEMENT
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<S> <C>
Mark K. Wright 504,900
Richland Ventures, L.P. 1,980,000
Richland Ventures II, L.P. 1,800,000
Roger J. Thomson 124,200
Blue Chip Capital Fund II, Limited Partnership 265,000
Miami Valley Ventures Fund L.P. 135,000
Massey Burch Venture Fund I, L.P. 500,000
Gary R. Haynes 200,000
</TABLE>
B-1
