Fastclick

Prospectus Summary

PROSPECTUS SUMMARY
The following is a brief summary of selected contents of this prospectus. It may not contain all the information that is important to you. To understand this offering fully, you should read the following summary together with the entire prospectus, including the more detailed information regarding us and the common stock being sold in this offering and our financial statements and the related notes appearing elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in the section entitled "Risk Factors," before making an investment decision. In this prospectus, "Fastclick," "we," "us" and "our" refer to Fastclick, Inc. and not to the underwriters.

Fastclick, Inc.

We provide performance-based technology solutions to advertisers and website publishers that are designed to improve advertising campaign performance across our growing network of websites. We believe our technology solutions, including our proprietary Optimization Engine, managed-market bidding system, and our reporting suite and campaign management tools, increase advertisers' return-on-investment, or ROI, and enhance the value of website publishers' advertising space. Our proprietary Optimization Engine continually analyzes Internet user responses to various advertising campaign elements, including the performance of an ad on a specific website and the effectiveness of creative content, to assess whether an advertiser's performance objectives are being met. Based on this analysis, our Optimization Engine continuously refines an advertiser's campaign to emphasize the most effective elements of the campaign, such as the use of specific creative content, and removes elements that are not achieving the advertiser's marketing objectives, such as ads that underperform on a specific website.

By offering website publishers attractive pricing and revenue share arrangements, easy-to-use web-based solutions and quality service, we have built one of the largest Internet advertising networks, with over 7,500 active websites. Our publisher network includes branded websites that offer large volumes of advertising space as well as a substantial number of websites that reach Internet users with highly-targeted demographics and interests.

Industry Background

The Internet continues to be a powerful and rapidly growing medium that enables advertisers to effectively target consumers. According to Forrester Research, the U.S. Internet advertising market, which is comprised primarily of display advertising and search engine marketing, was approximately $7 billion in 2003, which represented 3% of the total U.S. advertising market. Forrester Research projects U.S. Internet advertising to grow to $15.6 billion in 2008, representing a compound annual growth rate of 17.5% over that time period. We believe that this market growth is due to increased broadband access, growing consumer Internet usage and the benefits offered by Internet advertising relative to traditional media, including interactivity, rapid and measurable user feedback and the ability to more effectively target consumers. We believe that another factor driving Internet advertising growth is the increase in performance-based advertising, where an advertiser only pays for an ad when an Internet user performs a specific act in response to that ad.

The Fastclick Solution

We believe our performance-based technology solutions effectively address the needs of advertisers and website publishers.

Key elements of our solution include:

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Our Optimization Engine. Utilizing advanced mathematical algorithms, our proprietary Optimization Engine is designed to improve advertising campaign performance by automatically delivering ads to the highest performing websites using the most effective creative content.


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Large and growing network of websites. Our network of over 7,500 websites allows us to offer advertisers a significant volume of advertising space across a wide variety of content channels. We believe the size and quality of our network creates efficiencies that benefit both advertisers and publishers.


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Efficient pricing for advertisers and publishers. Our managed-market bidding system prices advertising space based on current supply and demand for Internet advertising space on our network. Advertisers willing to bid the highest price for advertising space receive priority delivery of their ads, subject to certain rules which may be set by us, our advertisers or our publishers. Our managed-market bidding system enables advertisers to more efficiently meet their campaign objectives and enhances the value of publishers' advertising space.


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Reporting suite and campaign management tools. Our easy-to-use, web-based solutions provide advertisers and publishers with customized reporting, updated hourly, and the ability to exercise control over their advertising campaigns and advertising space.


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Outstanding customer service. We believe our account managers provide outstanding account management service that increases the effectiveness of our advertisers' campaigns.

Our Strategy

Our goal is to be a leading provider of performance-based Internet advertising technology solutions to advertisers and website publishers. To achieve this goal, we plan to do the following:

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Enhance our existing technologies. We plan to enhance our Optimization Engine, managed-market bidding system, and our reporting suite and campaign management tools. We expect that our planned enhancements will provide our advertisers with increased ROI and our publishers with higher advertising revenue through greater campaign control and flexibility.


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Introduce our search engine advertising technology solution. We are in the process of leveraging our existing technologies to enable advertisers to optimize their advertising campaigns across multiple Internet search engines. Our search engine advertising technology solution is being designed to manage search engine advertising, including bids for key words, to increase our advertisers' ROI on their search engine advertising campaigns. We currently intend to launch our search engine advertising technology solution in the first quarter of 2005.


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Respond to new market opportunities. We anticipate that as Internet usage and broadband access increases, and advertisers and website publishers face new challenges, the demand for increasingly sophisticated Internet advertising solutions will grow. We plan to increase our research and development efforts to respond to new market opportunities and changing advertiser, website publisher and Internet user demands.


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Expand our publisher network. To increase our volume of advertising space and to enable our advertisers to reach a larger and broader demographic base of Internet users, we plan to add more high-traffic websites that meet our content standards.


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Grow our advertiser base and gain a larger share of advertisers' marketing expenditures. We intend to invest significant resources in our sales and marketing organization to attract additional advertisers and garner a larger share of advertisers' marketing budgets. We plan on increasing

our sales and marketing efforts to target potential advertisers directly and to work with indirect channels, such as advertising agencies, to grow our advertiser base.

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Expand through acquisitions. We intend to pursue acquisition candidates to grow our advertiser and publisher base and access technology and talent. However, we have no present understandings, commitments or agreements with respect to the acquisition of any other businesses or technologies.

Company Information

We were incorporated in California in March 2000 and plan to reincorporate in Delaware prior to the effective date of the registration statement of which this prospectus is a part. Our principal executive offices are located at 360 Olive Street, Santa Barbara, California 93101 and our telephone number is (805) 568-5334. Our website is www.fastclick.com. Information contained on our website, or that can be accessed through our website, does not constitute a part of this prospectus.

The "Fastclick" family of related marks, images and symbols are our properties, trademarks and service marks. All other trade names, trademarks and service marks appearing in this prospectus are the property of their respective owners.

The Offering

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The number of shares of common stock described above as outstanding immediately after this offering is based on shares of common stock outstanding as of , 2004, and excludes:

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438,500 shares of common stock issuable on the exercise of options outstanding as of September 30, 2004, at a weighted average exercise price of $9.63 per share; and


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227,997 shares of common stock reserved for future issuance under our 2004 Stock Plan.

As of September 30, 2004, no shares remained available for issuance under our 2000 Stock Plan and 227,997 shares remained available for future issuance under our 2004 Stock Plan. Upon the completion of this offering, no new options will be granted under our 2004 Stock Plan.

Unless otherwise stated, all information in this prospectus assumes:

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an initial public offering price of $ per share, the midpoint of the filing range set forth on the cover of this prospectus;


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the automatic conversion of all outstanding shares of our Series A Preferred Stock on a one-for-one basis into 2,131,285 shares of common stock upon completion of this offering;


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no exercise of the over-allotment option granted to the underwriters;


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our reincorporation in Delaware prior to the effective date of the registration statement of which this prospectus is a part;


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the filing of our amended and restated certificate of incorporation immediately prior to the completion of this offering; and


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a - stock split of our common stock to be effected prior to the completion of this offering.

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