<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): SEPTEMBER 27, 2000
(SEPTEMBER 24, 2000)
@PLAN.INC
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
TENNESSEE 0-25575 62-1643381
------------------------------------------------ --------------------------- ---------------------
<S> <C> <C>
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
THREE LANDMARK SQUARE, SUITE 400
STAMFORD, CONNECTICUT 06901
------------------------------------------------ ------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 961-0340
NOT APPLICABLE
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events
@plan.inc (the "Company") issued a press release on September 25, 2000
announcing that the Company had entered into an Agreement and Plan of
Merger, dated as of September 24, 2000 (the "Merger Agreement") among
DoubleClick Inc., a Delaware corporation ("DoubleClick"), Atlas Merger
Sub, Inc., a Tennessee corporation and a direct wholly-owned subsidiary of
DoubleClick ("Merger Sub"), and the Company. Pursuant to the Merger
Agreement, Merger Sub will be merged with and into the Company (the
"Merger"), with the Company continuing as the surviving corporation. As a
result of the Merger, the Company will become a wholly-owned subsidiary of
DoubleClick. For information regarding the terms and conditions of the
Merger, including the consideration to be paid to the Company's
shareholders, reference is made to the Merger Agreement attached hereto as
Exhibit 2.1 and incorporated herein by reference and Exhibit 99.1
incorporated herein by reference.
In connection with the execution of the Merger Agreement, certain
shareholders of the Company entered into Shareholders Agreements with
DoubleClick, dated as of September 24, 2000, pursuant to which they agreed
to vote a specified number of their shares of the Company common stock for
the approval of the Merger Agreement and all other transactions
contemplated by the Merger Agreement. The form of this Shareholder
Agreement is attached as Annex A to the Merger Agreement.
Consummation of the Merger is subject to certain conditions, including
termination or expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, approval
by the Company's shareholders and other customary closing conditions.
Item 7(c). Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of
September 24, 2000, by and among DoubleClick Inc., Atlas Merger Sub, Inc. and
@plan.inc. (Including Annexes thereto, but excluding schedules and other
exhibits to this document which supplemental copies the Company will furnish to
the Commission upon request).
99.1 Press Release dated September 25, 2000 (Incorporated by
reference to the Company's Rule 425 filing on September 25, 2000, File No.
000-25575).
2
<PAGE> 3
SIGNATURES
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 hereunto duly authorized.
@plan.inc
Date: September 27, 2000
By: /s/ Mark K. Wright
------------------------------------
Mark K. Wright
Chairman and Chief Executive Officer
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
No. Exhibit
--- -------
<S> <C>
2.1 Agreement and Plan of Merger and Reorganization, dated as of
September 24, 2000, by and among DoubleClick Inc., Atlas Merger
Sub, Inc. and @plan.inc. (Including Annexes thereto, but excluding
schedules and other exhibits to this document which supplemental
copies the Company will furnish to the Commission upon request).
99.1 Press Release dated September 25, 2000 (Incorporated by
reference to the Company's Rule 425 filing on September 25, 2000,
File No. 000-25575).
</TABLE>
