<PAGE>
As filed with the Securities and Exchange Commission on June 9, 2000
Registration No. 333-____________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
VALUECLICK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0495335
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
6450 VIA REAL
CARPINTERIA, CALIFORNIA 93013
(Address of principal executive offices) (Zip Code)
---------------
1999 STOCK OPTION PLAN
(Full title of the Plans)
---------------
JAMES R. ZARLEY
CHIEF EXECUTIVE OFFICER
VALUECLICK, INC.
6450 VIA REAL
CARPINTERIA, CALIFORNIA 93013
(Name and address of agent for service)
(805) 684-6060
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Proposed
Title of Securities to be Amount to be Maximum Offering Maximum Aggregate Amount of
Registered Registered(1) Price per Share Offering Price Registration Fee
------------------------- ------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
1999 Stock Option Plan
----------------------
Common Stock, $0.001 par value 4,000,000 shares $10.90625 (2) $43,625,000 (2) $11,517.00
====================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Stock Option Plan
by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the Registrant's receipt
of consideration which results in an increase in the number of the
outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average
of the high and low selling prices per share of Registrant's Common
Stock on June 1, 2000, as reported by the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
ValueClick, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's prospectus filed with the Commission pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended (the
"1933 Act") filed with the SEC on March 31, 2000, in connection with
the Registrant's Registration Statement No. 333-88765 on Form S-1, in
which there is set forth the audited financial statements for the
Registrant's fiscal year ended December 31, 1999;
(b) The Registrant's Registration Statement on Form 8-A12G filed with the
SEC on March 28, 2000, in which are described the terms, rights and
provisions applicable to the Registrant's outstanding Common Stock;
and
(c) The Registrant's Quarterly Report on Form 10-Q filed with the
Commission on May 15, 2000 for the quarterly period ended March 31,
2000.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.
Article VII, Section I of the Bylaws of the Registrant
provides that the Registrant shall indemnify its directors and executive
officers to the fullest extent permitted by the Delaware General Corporation
Law. The rights to indemnity thereunder continue as to a person who has ceased
to be a director, officer, employee or agent and inure to the benefit of the
heirs, executors and administrators of the person. In addition, expenses
incurred by a
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director or executive officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding by reason of the
fact that he or she is or was a director or officer of the Registrant (or was
serving at the Registrant's request as a director or officer of another
corporation) shall be paid by the Registrant in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by
the Registrant as authorized by the relevant section of the Delaware General
Corporation Law.
As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, Article VIII of the Registrant's Amended and Restated
Certificate of Incorporation provides that a director of the Registrant shall
not be personally liable for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or acts or omissions that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived
any improper personal benefit.
The Registrant has entered into indemnification agreements
with each of its directors and executive officers. Generally, the
indemnification agreements attempt to provide the maximum protection
permitted by Delaware law as it may be amended from time to time. Moreover,
the indemnification agreements provide for certain additional
indemnification. Under such additional indemnification provisions, however,
an individual will not receive indemnification for judgments, settlements or
expenses if he or she is found liable to the Registrant (except to the extent
the court determines he or she is fairly and reasonably entitled to indemnity
for expenses). The indemnification agreements provide for the Registrant to
advance to the individual any and all reasonable expenses (including legal
fees and expenses) incurred in investigating or defending any such action,
suit or proceeding. In order to receive an advance of expenses, the
individual must submit to the Registrant a statement or statements that
reasonably evidences such expenses. Also, the individual must repay such
advances upon a final judicial decision that he or she is not entitled to
indemnification.
The Registrant has purchased directors' and officers'
liability insurance.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
<S> <C>
4 Instruments Defining the Rights of Stockholders.
Reference is made to Registrant's Registration
Statement No. 000-30135 on Form 8-A12G, together with
any exhibits thereto, which are incorporated herein by
reference pursuant to Item 3(c) to this Registration
Statement.
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained
in Exhibit 5.1.
24 Power of Attorney. Reference is made to the Signature
Page of this Registration Statement.
99.1 1999 Stock Option Plan.
99.2 Amendment to 1999 Stock Option Plan.
99.3 Form of Incentive Stock Option Agreement.
99.4 Form of Nonstatutory Stock Option Agreement.
99.5 Form of Option Exercise Notice.
99.6 Form of Buy-Sell Agreement.
</TABLE>
Item 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any
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prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in
the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the Registrant's 1999 Stock Option Plan granted
to certain individuals.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8, and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Carpinteria, State of
California on this 31st day of May 2000.
VALUECLICK, INC.
By: /s/ JAMES ZARLEY
-------------------------
James R. Zarley
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of ValueClick,
Inc., a Delaware corporation, do hereby constitute and appoint James R.
Zarley and Kurt A. Johnson and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents,
or any one of them, shall do or cause to be done by virtue hereof. This Power
of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------- ------------------------------------------- ------------------------
<S> <C> <C>
/s/ JAMES ZARLEY Chairman of the Board and Chief May 31, 2000
------------------------------------- Executive Officer
James R. Zarley
/s/ EARLE MALM Director, President and Chief Operating May 31, 2000
------------------------------------- Officer
Earle A. Malm II
/s/ BRIAN CORYAT Founder and Vice Chairman May 31, 2000
-------------------------------------
Brian Coryat
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------- ------------------------------------------- ------------------------
<S> <C> <C>
/s/ KURT JOHNSON Chief Financial Officer (Principal May 16, 2000
------------------------------------- Financial and Accounting Officer)
Kurt A. Johnson
/s/ DAVID BUZBY Director May 26, 2000
-------------------------------------
David S. Buzby
/s/ ROBERT LEPPO Director May 24, 2000
-------------------------------------
Robert D. Leppo
/s/ MARTIN HART Director May 24, 2000
-------------------------------------
Martin Hart
/s/ STEVEN UMBERGER Director June 1, 2000
-------------------------------------
Steven J. Umberger
/s/ JEFFREY EPSTEIN Director May 25, 2000
-------------------------------------
Jeffrey E. Epstein
/s/ BARRY SALZMAN Director June 2, 2000
-------------------------------------
Barry Salzman
</TABLE>
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
VALUECLICK, INC.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
<S> <C>
4 Instruments Defining the Rights of Stockholders.
Reference is made to Registrant's Registration
Statement No. 000-30135 on Form 8-A12G, together with
any exhibits thereto, which are incorporated herein by
reference pursuant to Item 3(c) to this Registration
Statement.
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained
in Exhibit 5.1.
24 Power of Attorney. Reference is made to the Signature
Page of this Registration Statement.
99.1 1999 Stock Option Plan.
99.2 Amendment to 1999 Stock Option Plan.
99.3 Form of Incentive Stock Option Agreement.
99.4 Form of Nonstatutory Stock Option Agreement.
99.5 Form of Option Exercise Notice.
99.6 Form of Buy-Sell Agreement.
</TABLE>
