November 13, 2000
BY EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: ClickAction Inc.
Registration Statement on Form S-3
Registration No. 333-45204
CIK: 0000944950
Ladies and Gentlemen:
On behalf of ClickAction Inc. (the "Company"), and in connection with
the above-referenced Registration Statement declared effective on September 12,
2000, we are attaching for filing in accordance with Rule 424(b)(3) under the
Securities Act of 1933, as amended (the "Securities Act"), one copy of the
Prospectus Supplement No. 1. As required by Rule 424(e) of the Securities Act,
the upper right hand corner of the cover page has a reference to Rule 424(b)(3)
and the file number of the Registration Statement.
Please direct any comments or questions regarding the filing to Iain Mickle
or Dennis Michaels of Orrick, Herrington & Sutcliffe LLP at the address listed
below, or the undersigned at (650) 473-3638.
Sincerely,
ClickAction Inc. /s/Sharon S. Chiu
Sharon Chiu
cc: Iain Mickle, Esq.
Dennis Michaels, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Capitol Mall, Suite 3000
Sacramento, CA 95814
(916) 447-9200
(916) 329-4900 fax
<PAGE>
PROSPECTUS SUPPLEMENT NO. 1 FILED PURSUANT TO RULE 424(B)(3)
(To Prospectus Dated September 12, 2000) REGISTRATION STATEMENT NO. 333-45204
CLICKACTION
716,646 SHARES
COMMON STOCK
OFFERED BY CERTAIN SELLING STOCKHOLDERS
This Prospectus Supplement supplements information contained in that
certain Prospectus dated September 12, 2000 (the "Prospectus") of ClickAction
Inc. relating to the potential sale from time to time of up to 716,646 shares of
ClickAction common stock by the Selling Stockholders. This Prospectus
Supplement is not complete without, and may not be delivered or utilized except
in connection with, the Prospectus, including any amendments or supplements
thereto. Capitalized terms used herein but not defined have the meanings
assigned to such terms in the Prospectus.
The line "Michael V. Cimmarrusti 4,000 * 4,000 0 *"(other
than the footnotes thereto which remain unchanged) contained in the table set
forth in the Prospectus under the caption "Selling Stockholders" shall be
deleted in its entirety and replaced with the following:
Michael Cimmarrusti and Nancy Cimmarrusti,
Trustees of the Cimmarrusti Family Trust, UAB12/23/1996 4,000 * 4,000 0 *
The line "Pogue Capital International, Ltd. 143,000 * 143,000 0 *"
(other than the footnotes thereto which remain unchanged) contained in the table
set forth in the Prospectus under the caption "Selling Stockholders" shall be
deleted in its entirety and replaced with the following:
Bear Stearns & Co.
FBO Pogue Capital International, Ltd 143,000 * 143,000 0 *
All information in this Prospectus Supplement is as of November 13, 2000.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 13, 2000
