

If the merger is completed, holders of Mediaplex common stock will receive 0.4113 of a share of ValueClick common stock for each share of Mediaplex common stock they own. have agreed to a merger pursuant to which Mediaplex will merge with ValueClick. The boards of directors of ValueClick, Inc. To the stockholders of each of ValueClick, Inc. Until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shallįile a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or Ratio as a result of any stock dividend, stock split, recapitalization or other similar transaction. Registration Statement shall cover any additional shares of ValueClick common stock that become issuable to Mediaplex stockholders by reason of an adjustment in the exchange Of this amount, $9,281.82 has been previously paid. Registration fee was calculated pursuant to Rule 457(f)(1) based on $0.815 (the average of the high and low prices of Mediaplex common stock on the Nasdaq National Market ("Mediaplex") in the proposed merger of Mars Acquisition Corp., a wholly-owned subsidiary of ValueClick, with and into Mediaplex. ("ValueClick") issuable to holders of common stock, par value $0.0001 per Registration Statement relates to common stock, par value $0.001 per share, of ValueClick, Inc. Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the List the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Approximate date of commencement of proposed sale to the public:Īs soon as practicable following consummation of the merger described in this registration statement.
