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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): December 8, 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 1, 2000, ValueClick, Inc., ("ValueClick"), ClickAgents.com,
Inc. ("ClickAgents") and ValueClick Acquisition Corp., a wholly-owned subsidiary
of ValueClick ("Merger Sub"), entered into an Agreement and Plan of Merger
("Merger Agreement"), under which ValueClick agreed to acquire ClickAgents (the
"Merger"). The Merger was completed on December 8, 2000. On that date, the
Merger Sub was merged with and into ClickAgents and ClickAgents remains as the
surviving corporation and a wholly-owned subsidiary of ValueClick. ValueClick
intends to account for the Merger as a "pooling-of-interests." The Merger is
intended to be a tax-free reorganization.
ClickAgents, founded on January 26, 1999, is a leading provider of
Internet advertising solutions for ad agencies, advertisers and Web publishers.
ClickAgents' business model focuses on performance-based Internet advertising
solutions. Known in the advertising industry as cost-per-click or CPC, in which
the advertiser only pays when an Internet user clicks on its banner or button
advertisement. As one of the largest CPC networks, Click Agents provides its
clients a cost-effective, low-risk, pay for performance Internet advertising
solution.
In connection with the acquisition, ValueClick issued an aggregate
of 4,904,480 shares of its Common Stock in exchange for all outstanding
shares of ClickAgents and reserved 428,853 additional shares of Common Stock
for issuance upon exercise of outstanding employee stock options of
ClickAgents. The share issuances were exempt from registration pursuant to
section 3(a)(10) of the Securities Act of 1933, as amended, and were
qualified for issuance under California law after a fairness hearing held by
the Commissioner of Corporations. A portion of the shares issued will be held
in escrow pursuant to the terms of the Merger Agreement.
At the time of the Merger there were no material relationships between
ClickAgents 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 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
Merger Agreement and related 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 Merger are described in
ValueClick's press release dated December 13, 2000 which is attached as Exhibit
99.1 hereto and the contents of which are also hereby incorporated herein by
reference.
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 ClickAgents called for by Item 7(a). Pursuant to
paragraph (a)(4) of Item 7 of Form 8-K, the financial statements of ClickAgents
required to be filed under paragraph (a) of 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 ClickAgents 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.
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(c) Exhibits:
Exhibit
Number Description
2.1 Agreement and Plan of Merger by and among ValueClick,
Inc., ClickAgents.com, Inc., ValueClick Acquisition
Corp. and other parties, and certain exhibits and
schedules thereto*
99.1 Press Release dated December 13, 2000 issued by
ValueClick, Inc.
*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, 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.
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 22, 2000
By: /s/ KURT JOHNSON
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Kurt Johnson
Chief Financial Officer
