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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 20, 2000
VALUECLICK, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-30135 77-0495335
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4360 Park Terrace Drive, Suite 100,
Westlake Village,
California 91361
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code (818) 575-4500
Same
(Former name or Former Address, if Changed Since Last Report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 20, 2000, ValueClick, Inc. ("ValueClick" or "we") completed its
acquisition of Bach Systems, Inc. ("Bach Systems"), a Florida corporation, by
means of an Agreement and Plan of Merger dated as of November 17, 2000 by and
among ValueClick, Bach Systems, Inc. and Bach Acquisition Corp. ("Merger
Agreement"). The acquisition was accomplished through a forward triangular
merger by which Bach Systems, Inc. merged into Bach Acquisition Corp., our
wholly owned Delaware corporation subsidiary. The surviving corporation is Bach
Acquisition Corp.
Bach Systems does business as onResponse.com and is a leading online affiliate
advertising firm. onResponse.com conducts customized cost-per-lead and
cost-per-acquisition campaigns on behalf of advertising and direct marketing
clients, while also providing new revenue-generating opportunities to over
10,000 website publishers.
We intend to account for the acquisition under the purchase method. The
aggregate consideration constituting the purchase price is approximately $5.1
million at closing, and may increase by up to an additional $16.6 million
depending on the actual amount of potential earnout payments. The aggregate
consideration payable by ValueClick includes:
- $825,000 in cash paid on the closing date of the transaction;
- 750,000 shares of our common stock issued on the closing date;
- a series of potential earnout payments up to a maximum aggregate
amount of approximately $16.6 million paid out in our common stock
over the eight successive calendar quarters after the closing date if
certain revenue and income before taxes, as defined, milestones are
achieved. These earnout opportunities will be included in the purchase
price for accounting purposes when the outcome of the contingency is
determinable beyond a reasonable doubt. At this time, we have not
deemed any of the of the contingencies related to the earnout as
determinable beyond a reasonable doubt;
- $1.0 million in cash payments to a member of Bach Systems' management
with a residual equity interest, and;
- transaction costs estimated at approximately $200,000, which include
legal fees, accounting fees, and fees for other related professional
services.
Approximately 330,000 shares of common stock will be held in escrow for at least
one year after the closing to satisfy Bach Systems' indemnification obligations
under the definitive acquisition agreement.
Our issuance of ValueClick stock in the merger was not registered under the
Securities Act of 1933, as amended, in reliance upon the Securities Act
exemption from the registration requirements for nonpublic
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offerings, and resale of the issued shares will be restricted under the
Securities Act. Pursuant to a Registration Rights Agreement entered into between
ValueClick and the former shareholders of Bach Systems at the closing, we agreed
to file, at such time when we become eligible to use SEC Form S-3, a shelf
registration statement on Form S-3 covering the 750,000 shares of ValueClick
stock issued to the stockholders at the closing and any shares of ValueClick
stock issued to the stockholders pursuant to the earn-out features of the Merger
Agreement. ValueClick has agreed to keep effective such shelf registration
statement for a period of three years from the date it first becomes effective.
The excess purchase price over the fair value of the tangible net assets
acquired is estimated to be approximately $3.9 million at the closing and will
be allocated to identifiable intangible assets, including goodwill. We estimate
that we will amortize amounts allocated to goodwill and other identifiable
intangible assets over the next three to five years.
The funds used to pay the cash portion of the purchase price were derived from
our existing working capital.
All of Bach Systems' former full time employees became employees of the newly
formed Bach Acquisition Corp.
At the time of the acquisition there were no material relationships between Bach
Systems or any of its stockholders, on the one hand, and ValueClick, any of
ValueClick's affiliates, any director or officer of ValueClick or any associate
of any such director or officer, on the other hand.
The foregoing descriptions of the terms of the Merger Agreement and related
documents and agreements do not purport to be complete statements of the
parties' rights and obligations thereunder, and are qualified in their entirety
by reference to the definitive documents and agreements, copies of which are
attached as exhibits hereto and the contents of which are incorporated herein by
reference. Certain additional matters relating to the acquisition are more fully
described in ValueClick's press release dated November 20, 2000 which is
attached as Exhibit 99.1 hereto and the contents of which are also hereby
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impracticable for ValueClick currently to provide the required
financial statements for Bach Systems called for by Item 7(a). Pursuant to
paragraph(a)(4) of Item 7 of Form 8-K, the financial statements of Bach Systems
required to be filed under paragraph (a) of this Item 7 will be filed as soon as
practicable, but not later than required by Item 7 of Form 8-K.
(b) Pro Forma Financial Information.
It is impracticable for ValueClick currently to provide the pro forma
financial information with respect to the acquisition of Bach Systems by
ValueClick called for by this Item 7(b). Pursuant to paragraphs (b)(2) and
(a)(4) of Item 7, the pro forma financial statements required to be filed under
paragraph (b) of this Item 7 will be filed as soon as practicable, but not later
than required by paragraphs (b)(2) and (a)(4) of Item 7 of Form 8-K.
(c) Exhibits:
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Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated November 20, 2000 by
and between ValueClick, Inc., a Delaware corporation,
Bach Acquisition Corp., a Delaware corporation and Bach
Systems, Inc., a Florida corporation, and certain exhibits
and schedules thereto*
99.1 Press Release dated November 20, 2000 issued by the
ValueClick, Inc.
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*Pursuant to Item 601(b)(2) of Regulation S-K, certain of the exhibits and
schedules to the Agreement and Plan of Merger have been omitted. Omitted
exhibits include the Support Agreements, Florida Certificate of Merger,
Certificate of Merger, Stockholders Certificates, Officers Certificates and a
Legal Opinion of the seller's counsel. Omitted schedules consist of various
customary disclosure schedules. Such exhibits and schedules will be submitted to
the Securities and Exchange Commission upon request.
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SIGNATURE
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 thereunto duly authorized.
ValueClick, Inc.
Date: December 5, 2000
By: /s/ KURT JOHNSON
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Kurt Johnson
Chief Financial Officer
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