**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

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**FORM 10-K/A**

**(Amendment No. 1)**

**(Mark One)**

**x**                               ANNUAL REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

**Forthe Year Ended December 31, 2005**

**or**

**o**                                  TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

**For the**transition period from                            to

**Commission file number 000-30135**

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**VALUECLICK, INC.**

(Exact name of registrantas specified in its charter) 

| **Delaware**                    | **77-0495335**                        |
|---------------------------------|---------------------------------------|
| (State or Other Jurisdiction of | (I.R.S. Employer  Identification No.) |
| Incorporation or Organization)  |                                  |

 

**30699 RUSSELL RANCH ROAD,SUITE 250WESTLAKE VILLAGE, CALIFORNIA 91362**

(Address of principalexecutive offices, including zip code)

**Registrant’sTelephone Number, Including Area Code: (818) 575-4500**

**Securitiesregistered pursuant to Section 12(b) of the Act: NoneSecurities registered pursuant to Section 12(g) of the Act:**

**Common Stock, $0.001 parvalueSeries A Preferred Stock Purchase Rights**(Titleof each class)

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Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes x No o

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or15(d) of the Act. Yes o No x

Indicate by check markwhether the registrant: (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes x No o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K/A or any amendment tothis Form 10-K/A. o

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

| Large accelerated filer x | Accelerated  filer o | Non-accelerated  filer o |
|--------------------------------|---------------------------|-------------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2of the Act). Yes o No x

As of June 30, 2005,which was the last business day of the registrant’s most recently completedsecond fiscal quarter, the approximate aggregate market value of voting stockheld by non-affiliates of the registrant was $1,016,000,000 (based upon theclosing price for shares of the registrant’s Common Stock as reported by TheNational Market System of the National Association of Securities DealersAutomated Quotation System as of that date). As of March 24, 2006, therewere 102,068,375 shares of the registrant’s Common Stock outstanding.

 

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**EXPLANATORY NOTE**

This Amendment No. 1 on Form 10-K/A(this “Amendment”) amends the Company’s annual report on Form 10-Kfor the year ended December 31, 2005, filed on March 31, 2006 (the “OriginalFiling”). The Company is filing this Amendment solely to: (i) include theconsent of its independent registered public accounting firm,PricewaterhouseCoopers LLP, as Exhibit 23.1; and, (ii) change thedate of the Annual Meeting of Stockholders disclosed in Part III of theOriginal Filing from June 5, 2006 to June 2, 2006. The consent ofPricewaterhouseCoopers LLP was not included in the Original Filing as theCompany had not yet filed Forms 10-Q/A for the first three quarters of2005 (the “Forms 10-Q/A”). The Forms 10-Q/A were filed to correctan error relating to the Company’s accounting for income taxes, as more fullydescribed in the Original Filing and in the Forms 10-Q/A.

Except as described above, no other changes have beenmade to the Original Filing. This Amendment does not reflect events occurringafter the filing of the Original Filing, or modify or update the disclosurestherein in any way.

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**ITEM 15. EXHIBITSAND FINANCIAL STATEMENT SCHEDULES**

Thefollowing exhibits are filed as part of, or are incorporated by reference in,this annual report on Form 10-K/A:

| Exhibit Number | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                                    |
|----------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1*           |       | Agreement and Plan of Merger, dated as of  June 13, 2005, by and among ValueClick and  E-Babylon, Inc.                                                                                                                                                                                                                                                                                                                               |
| 2.2(1)         |       | Agreement and Plan of  Merger, dated as of June 10, 2005, by and among ValueClick, Spider  Acquisition Corporation and Web Marketing Holdings, Inc.                                                                                                                                                                                                                                                                                  |
| 2.3(2)         |       | Agreement and Plan of  Merger and Reorganization, dated as of August 10, 2005, among  ValueClick, Fastclick, Inc. and FC Acquisition Sub, Inc.                                                                                                                                                                                                                                                                                  |
| 2.4(3)         |       | Agreement and Plan of  Merger, dated as of August 6, 2004, by and among ValueClick and  Pricerunner AB                                                                                                                                                                                                                                                                                                                                    |
| 2.5(4)         |       | Stock Purchase  Agreement, dated January 29, 2004, by and among ValueClick and livedoor  Co., Ltd (formerly Edge Co., Ltd), a Japanese Corporation                                                                                                                                                                                                                                                                                        |
| 2.6*           |       | Agreement and Plan of  Merger, dated as of December 7, 2003, by and among ValueClick, HS  Acquisition Corporation and Hi-Speed Media, Inc.                                                                                                                                                                                                                                                                                           |
| 2.7(5)         |       | Agreement and Plan of  Merger, dated as of October 9, 2003, by and among ValueClick, NCJ  Acquisition Corporation and Commission Junction, Inc.                                                                                                                                                                                                                                                                                      |
| 2.8(6)         |       | Agreement and Plan of  Merger, dated as of May 30, 2003, by and among ValueClick, Search123.com  Acquisition Corporation and Search123                                                                                                                                                                                                                                                                                               |
| 2.9(7)         | ** ** | Agreement and Plan of  Merger, dated as of March 20, 2002, by and among ValueClick, Bravo  Acquisition I Corporation and Be Free, Inc.                                                                                                                                                                                                                                                                                          |
| 3.1*           |       | Second Amended and  Restated Certificate of Incorporation of ValueClick                                                                                                                                                                                                                                                                                                                                                                        |
| 3.2*           |       | Amended and Restated  Bylaws of ValueClick                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.1            |       | See Exhibits 3.1  and 3.2 for provisions of the Certificate of Incorporation and Bylaws for  ValueClick, Inc. defining the rights of holders of common stock of  ValueClick, Inc.                                                                                                                                                                                                                                               |
| 4.2(8)         |       | Specimen stock  certificate for the ValueClick common stock                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.3(9)         |       | Rights Agreement, dated  as of June 4, 2002, between ValueClick, Inc. and Mellon Investor  Services LLC, a New Jersey limited liability company, which includes the  form of Certificate of Designation for the Series A junior participating  preferred stock as Exhibit A, the form of Rights Certificate as  Exhibit B and the Summary of Rights to Purchase Series A Preferred  Stock as Exhibit C |
| 10.1*          |       | Form of  Indemnification Agreement by and between ValueClick and directors and  executive officers                                                                                                                                                                                                                                                                                                                                        |
| 10.2(8)        |       | Deed of Assignment,  dated January 1, 1999 by and between Web-Ignite Corporation and  ValueClick                                                                                                                                                                                                                                                                                                                                          |
| 10.3(8)        |       | Trademark Assignment,  dated as of May 1, 1998 from Web-Ignite Corporation to ValueClick                                                                                                                                                                                                                                                                                                                                                  |
| 10.4(8)        |       | Exchange Agreement,  dated December 31, 1998, by and between ValueClick and  ValueClick, LLC                                                                                                                                                                                                                                                                                                                                         |
| 10.5(8)        |       | Bill of Sale and  Assignment and Assumption of Liabilities, dated December 31, 1998                                                                                                                                                                                                                                                                                                                                                       |
| 10.6(8)        |       | License and Option  Agreement, dated January 1, 1999, by and between ValueClick, LLC and  ValueClick Japan, Inc. in effect from January 1, 1999 to  December 17, 1999                                                                                                                                                                                                                                                      |

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| 10.7(8)         |   | Share Purchase  Agreement, dated December 31, 1999, by and between ValueClick and  James R. Zarley                                                                  |
|-----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.8(8)         |   | License Agreement, dated  August 17, 1999, between ValueClick and ValueClick Europe, Limited                                                                             |
| 10.9(10)†  |   | 1999 Stock Option Plan,  as amended, and form of option agreement                                                                                                             |
| 10.10(11)† |   | 2002 Stock Incentive  Plan and form of option agreement                                                                                                                       |
| 10.11(12)† |   | Key Employee Agreement  between ValueClick and James R. Zarley dated January 1, 2002                                                                                |
| 10.12(13)† |   | Key Employee Agreement  between ValueClick and Samuel J. Paisley dated January 1, 2002                                                                                   |
| 10.13†     |   | Key Employee Agreement  between ValueClick and Scott H. Ray dated October 8, 2002                                                                                        |
| 10.14(14)† |   | Key Employee Agreement  between ValueClick and Peter Wolfert dated January 1, 2002                                                                                       |
| 10.15(8)        |   | Intercompany License  Agreement dated December 19, 1999, between ValueClick and ValueClick  Japan, Inc.                                                             |
| 16.1(15)        |   | Letter from  PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated  July 2, 2004                                                                    |
| 16.2(16)        |   | Letter from  Deloitte & Touche LLP to the Securities and Exchange Commission  dated July 20, 2005                                                               |
| 21.1*           |   | Subsidiaries of  ValueClick                                                                                                                                                   |
| 23.1            |   | Consent of  PricewaterhouseCoopers LLP                                                                                                                                        |
| 23.2*           |   | Consent of  Deloitte & Touche LLP                                                                                                                                    |
| 31.1            |   | Certification of CEO  Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a),  as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2            |   | Certification of CFO  Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a),  as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1            |   | Certification of CEO and  CFO Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002                             |

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*                    Previously filedas part of the annual report on Form 10-K on March 31, 2006.

†                    Indicates amanagement contract or compensatory arrangement.

(1)          Incorporated byreference to Exhibit 2.1 to the current report on Form 8-Kfiled by ValueClick on June 29, 2005.

(2)          Incorporated byreference to Exhibit 2.1 to the current report on Form 8-Kfiled by ValueClick on August 12, 2005.

(3)          Incorporated byreference to Exhibit 2.1 to the annual report on Form 10-Kfiled by ValueClick on March 31, 2005.

(4)          Incorporated by referenceto Exhibit 2.2 to the annual report on Form 10-K filed byValueClick on March 31, 2005.

(5)          Incorporated byreference to Exhibit 2.1 to the current report on Form 8-K/Afiled by ValueClick on February 23, 2004.

(6)          Incorporated byreference to Exhibit 2.1 to the current report on Form 8-Kfiled by ValueClick on June 11, 2003.

(7)          Incorporated byreference to Exhibit 2.1 to the current report on Form 8-Kfiled by ValueClick on March 11, 2002.

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(8)          Incorporated byreference from Registration Statement on Form S-1 (File No. 333-88765),as amended, originally filed with the Securities and Exchange Commission onOctober 12, 1999.

(9)          Incorporated byreference to Exhibit 4 to the current report on Form 8-K filedby ValueClick on June 14, 2002.

(10)   Incorporated by reference fromRegistration Statement on Form S-8 (File No. 333-61278)originally filed with the Securities and Exchange Commission on April 19,2001.

(11)   Incorporated by reference fromRegistration Statement on Form S-8 (File No. 333-89396)originally filed with the Securities and Exchange Commission on May 30,2002.

(12)   Incorporated by reference toExhibit 10.14 to the annual report on Form 10-K filed byValueClick on March 28, 2003.

(13)   Incorporated by reference toExhibit 10.15 to the annual report on Form 10-K filed byValueClick on March 28, 2003.

(14)   Incorporated by reference toExhibit 10.16 to the annual report on Form 10-K filed byValueClick on March 28, 2003.

(15)   Incorporated by reference toExhibit 16.1 to the current report on Form 8-K filed byValueClick on July 2, 2004.

(16)   Incorporated by reference toExhibit 16.1 to the current report on Form 8-K filed by ValueClick onJuly 15, 2005.

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**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this annual report on Form 10-K/Ato be signed on its behalf by the undersigned, thereunto duly authorized, inthe City of Westlake Village, State of California, on the 21st day of April, 2006.

VALUECLICK, INC.

|        | By:      | /s/ JAMES  ZARLEY                                                     |
|--------|----------|----------------------------------------------------------------------------|
|   |     | James Zarley                                                               |
|   | * * | Chairman of the Board of Directors,  Chief Executive Officer and President |

 

**POWER OF ATTORNEY**

KNOW ALL MEN BY THESE PRESENTS, the undersigned herebyconstitute and appoint each of James R. Zarley and Scott H. Ray their true andlawful attorney-in-fact and agent, with full power of substitution andresubstitution, for them and in their name, place and stead, in any and allcapacities, to sign any and all amendments to this annual report on Form 10-K/A,and to file the same, with exhibits thereto, and other documents in connectiontherewith, with the Securities and Exchange Commission, granting unto saidattorney-in-fact and agent, full power and authority to do and perform each andevery act and thing requisite or necessary to be done in connection therewith,as fully to all intents and purposes as they might or could do in person,hereby ratifying and confirming all that said attorney-in-fact and agent, orhis respective substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and on the dates indicated:

|                              | **Signature** | ** **                                                           | ** ** | ** **          | **Title** | ** ** | ** ** | ** ** | **Date** | ** ** |
|------------------------------|---------------|----------------------------------------------------------------------|------------|---------------------|-----------|------------|------------|------------|----------|------------|
| /s/ JAMES  R. ZARLEY    |          | Chairman of the  Board of Directors,                                 |       | April 21, 2006 |
| James  R. Zarley             |          | Chief Executive Officer  and President (Principal Executive Officer) |       |                |
| /s/ SCOTT  H. RAY       |          | Chief Financial  Officer                                             |       | April 21, 2006 |
| Scott  H. Ray                |          | (Principal Financial and  Accounting Officer)                        |       |                |
| /s/ DAVID  S. BUZBY     |          | Director                                                             |       | April 21, 2006 |
| David  S. Buzby              |          |                                                                 |       |                |
| /s/ MARTIN  T. HART     |          | Director                                                             |       | April 21, 2006 |
| Martin  T. Hart              |          |                                                                 |       |                |
| /s/ JEFFREY  F. RAYPORT |          | Director                                                             |       | April 21, 2006 |
| Jeffrey  F. Rayport          |          |                                                                 |       |                |
| /s/ TOM  A. VADNAIS     |          | Director                                                             |       | April 21, 2006 |
| Tom A. Vadnais               |          |                                                                 |       |                |

 

 

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