SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
ClickAction, Inc.
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(Name of Issuer)
Common Stock
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Series A 4% Cumulative Convertible Preferred Stock
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(Title of Classes of Securities)
628633 10 9
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CUSIP Number
infoUSA Inc.
5711 S. 86th Circle
Omaha, NE 68127
(402) 593-4500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 2002
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(Date of Event which requires Filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies
are to be sent.
(Continued on following pages)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 13D PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
InfoUSA Inc.
I.R.S. Identification No. 470751545
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0 shares of Common Stock
0 shares of Preferred Stock
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,284,509 shares of Common Stock
3,000 shares of Preferred Stock
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares of Common Stock
0 shares of Preferred Stock
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
0 shares of Preferred Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,284,509 shares of Common Stock
3,000 Preferred Stock (convertible into 779,673 shares of Common Stock)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This Schedule 13D relates to common stock, par value $0.001 ("Common
Stock"), and Series A 4% Cumulative Convertible Preferred Stock, par value
$0.001 ("Preferred Stock"), issued by ClickAction Inc., a Delaware corporation.
ClickAction maintains principal executive offices at 2197 East Bayshore Rd.,
Palo Alto, CA 94303.
Item 2. Identity and Background
This Schedule 13D is being filed by infoUSA Inc., a Delaware
corporation, ("infoUSA") with principal executive offices located at 5711
South 86th Circle, Omaha, NE 68127-0347. InfoUSA common shares trade on the
Nasdaq National Market (NSM: IUSA). InfoUSA engages principally in the business
of providing proprietary business and consumer database and sales and marketing
solutions.
The following information concerning the directors and officers of
infoUSA is set forth on Schedule 1: name, business address, present principal
occupation or employment and the name and principal business address of any
corporation or other organization other than infoUSA in which such employment is
conducted, and citizenship.
During the last five years, none of infoUSA nor, to infoUSA's
knowledge, any person named in Schedule 1, has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of infoUSA nor, to infoUSA's knowledge,
any person named in Schedule 1, was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds and Other Consideration.
As an inducement to infoUSA's entering into the Agreement and Plan or
Merger by and among infoUSA, Kapalua Acquisition Inc., a Delaware corporation
and a wholly owned subsidiary of infoUSA ("Merger Sub"), and ClickAction, dated
as of October 8, 2002 ("Merger Agreement"), certain stockholders of ClickAction,
including certain officers and directors of ClickAction (each a "Stockholder"
and together the "Stockholders") entered into individual Voting Agreements and
Voting Proxies, each dated as of October 8, 2002 (each a "Voting Agreement")
with infoUSA covering a total of 3,284,509 shares of Common Stock (assuming
exercise of all stock options covered by the Voting Agreements that are
exercisable at the discretion of the appropriate Stockholders within 60 days of
October 8, 2002) and 3000 shares of Preferred Stock.
No separate consideration was paid by infoUSA in connection with the
Voting Agreements. The shares of Common Stock and Preferred Stock subject to
the Voting Agreements are covered by the Merger Agreement, however. The Merger
Agreement provides that the consideration to be paid
for each share of Common Stock is expected to be between $0.20 and $0.15,
subject to certain adjustments, and the merger consideration for each share of
Preferred Stock to be $466.66. The consideration will come from infoUSA's
working capital or from infoUSA's existing credit facilities. The merger is
subject to certain conditions, including the approval of ClickAction's
stockholders and the satisfaction or waiver of certain conditions as more fully
described in the Merger Agreement.
References to, and the descriptions of, the Merger Agreement and the
Voting Agreements are qualified in their entirety by reference to the complete
text of such agreements, which are filed as exhibits to this Schedule 13D and
incorporated by reference herein.
Item 4. Purpose of Transaction.
infoUSA entered into the Merger Agreement and the Voting Agreements
with the intent of acquiring control of the entire equity interest in
ClickAction.
Merger Agreement. infoUSA, Merger Sub, and ClickAction have entered
into the Merger Agreement pursuant to which the parties have agreed that Merger
Sub will merge with and into ClickAction with ClickAction being the surviving
corporation in the merger. The Merger Agreement provides that each outstanding
share of Common Stock will be cancelled in the merger and converted into the
right to receive cash consideration, as described above. Upon the completion of
the merger, infoUSA will own all of the outstanding shares of Common Stock and
Preferred Stock.
Upon completion of the merger, the Board of Directors and officers of
ClickAction will be the Board of Directors and officers of Merger Sub
immediately prior to the merger. InfoUSA will review the composition of the
board of directors and may, in its discretion, change the composition of the
board prior to the completion of the merger. The Certificate of Incorporation
of ClickAction following the merger will be the Certificate of Incorporation of
Merger Sub as in effect immediately prior to the completion of the merger.
ClickAction's By-laws following the merger will be the By-laws of Merger Sub as
in effect immediately prior to the completion of the merger.
As a result of the merger, the Common Stock will cease to be
authorized for listing on the Nasdaq Small Cap Market, and will become eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act.
Voting Agreements. In connection with the Merger Agreement and as an
inducement to infoUSA's willingness to enter into the Merger Agreement, infoUSA
has entered into individual Voting Agreements with certain stockholders of
ClickAction, including certain officers and directors. The aggregate number of
shares of Common Stock covered by the Voting Agreements (assuming exercise of
all stock options covered by the Voting Agreements that are exercisable at the
discretion of the appropriate Stockholder within 60 days of October 8, 2002), is
3,284,509. The aggregate number of shares of Preferred Stock covered by the
Voting Agreements is 3,000.
Under the terms of the Voting Agreements, each Stockholder agreed to
vote (or cause to be voted), and granted an irrevocable proxy to infoUSA to
vote, their shares of Common Stock (i) in favor of the adoption and approval of
the Merger Agreement and the merger, and (ii) against any other extraordinary
transaction, such as another merger or business combination, liquidation, or
other change of control of ClickAction or any subsidiary of ClickAction. The
Voting Agreements generally provide that the Stockholder may not sell, transfer,
assign, pledge
or otherwise dispose of their shares of Common Stock, and that the Stockholder
will not take any action that has or could have the effect of preventing the
Stockholder from performing under the Voting Agreement. The Voting Agreements
terminate on the earlier to occur of the closing of the merger and the
termination of the Merger Agreement.
References to, and the descriptions of, the Merger Agreement and the
Voting Agreements are qualified in their entirety by reference to the complete
text of such agreements, which are filed as exhibits to this Schedule 13D and
incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
(a) - (b) As a result of the Voting Agreements, infoUSA may be deemed
to be the beneficial owner of 3,284,509 shares of Common Stock (assuming
exercise of all stock options covered by the Voting Agreements that are
exercisable at the discretion of the appropriate Stockholder within 60 days of
October 8, 2002), which represents approximately 20.9% of the outstanding shares
of Common Stock, and 3,000 shares of Preferred Stock, which represents all of
the outstanding Preferred Stock. The Preferred Stock votes on all matters with
the Common Stock as a single class and has voting power in the amount of 779,673
shares of Common Stock. The combined common and Preferred shares subject to the
Voting Agreements represent approximately 30.3% of the ClickAction voting stock.
InfoUSA may be deemed to have the power to direct the vote of the
shares of Common Stock subject to the Voting Agreements with respect to those
matters described in Item 4. However, infoUSA (i) is not entitled to any rights
as a stockholder of ClickAction as to the shares of Common Stock subject to the
Voting Agreements and (ii) disclaims any beneficial ownership of the shares of
Common Stock covered by the Voting Agreements. Except as described in this
Schedule 13D, none of infoUSA or, to the best of infoUSA's knowledge, any of the
persons listed on Schedule 1 beneficially owns any shares of Common Stock.
(c) Except as set forth in this Schedule 13D, infoUSA has not
effected any transaction in Common Stock during the past 60 days and, to
infoUSA's knowledge, none of the persons named in Schedule 1 has effected any
transaction in Common Stock during the past 60 days.
(d) Except as set forth in this Schedule 13D, none of infoUSA or, to
the knowledge of infoUSA, any of the persons listed on Schedule 1 has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock covered by the Voting Agreements.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The information set forth in Items 2, 4 and 5 is hereby incorporated by
reference. Other than as disclosed in this Schedule 13D or as set forth in the
Merger Agreement and Voting Agreements, to infoUSA's knowledge, there are no
contracts, arrangements, understandings or
relationships among the persons named in Item 2 and between such persons and any
person with respect to any securities of the issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
99.1 Agreement and Plan of Merger by and among infoUSA Inc., Kapalua
Acquisition Corp., and ClickAction Inc., dated as of October 8,
2002.
99.2 Voting Agreement with Tail Wind Fund Limited
99.3 Form of Voting Agreement between infoUSA and officers and
directors of ClickAction, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 10, 2002 infoUSA Inc.
By: /s/ Scott Roberts
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Scotts Roberts,
Controller and acting
Chief Financial Officer
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF INFOUSA INCORPORATED
NAME GEAC TITLE PRINCIPAL OCCUPATION BUSINESS ADDRESS* CITIZENSHIP
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Vinod Gupta+ Chairman of the Board Chairman of InfoUSA 5711 S. 86th Circle USA
Omaha, NE 68127
Harold W. Anderson Director Contributing Editor to Omaha World-Herald Square USA
World-Herald and Retired Omaha, NE 68102
Publisher of Omaha World-Herald
Elliot S. Kaplan Director Senior partner, Robins, Kaplan, 2800 LaSalle Plaza USA
Miller & Ciresi LLP 800 LaSalle Ave.
Minneapolis, MN 55402
George F. Haddix Director Individual investor 5711 S. 86th Circle USA
Omaha, NE 68127
Rob S. Chandra Director General Partner, Bessemer 535 Middlefield Road, USA
Venture Partners Suite 245
Menlo Park, CA 94025
J. Robert Kerrey Director President of New School New School University, USA
University 66 West 12th St.,
New York, NY 10011
Allen F. Ambrosino President, Large President, Large 5711 S. 86th Circle USA
Business Group Business Group Omaha, NE 68127
Michael J. Morreale Executive Vice Executive Vice President, Large 5711 S. 86th Circle USA
President, Large Business Group Omaha, NE 68127
Business Group
Edward C. Mallin President, Walter Karl President, Walter Karl 5711 S. 86th Circle USA
Omaha, NE 68127
Stormy L. Dean Chief Financial Officer Chief Financial Officer 5711 S. 86th Circle USA
Omaha, NE 68127
Fred Vakili Chief Administration Chief Administration 5711 S. 86th Circle USA
Officer Officer Omaha, NE 68127
Monica Messer President and Chief President and Chief 5711 S. 86th Circle USA
Information Officer, Information Officer, Omaha, NE 68127
Database and Technology Database and Technology
Group Group
D. Joseph Thayer President, Small Business President, Small Business 5711 S. 86th Circle USA
Group Omaha, NE 68127
Scott C. Roberts Corporate Controller Corporate Controller 5711 S. 86th Circle USA
Omaha, NE 68127
Hans A. Vermandel Vice President, Donnelley Vice President, Donnelley 5711 S. 86th Circle USA
Marketing Marketting Omaha, NE 68127
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+ Note: As of March 11, 2002, Mr. Gupta held beneficial ownership of 38.5% of
infoUSA's common stock.