<PAGE>

      As filed with the Securities and Exchange Commission on May 18, 2001
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                                VALUECLICK, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    77-0495335
    (State or other jurisdiction               (IRS Employer Identification No.)
  of incorporation or organization)

                       4360 PARK TERRACE DRIVE, SUITE 100
                       WESTLAKE VILLAGE, CALIFORNIA 91361
               (Address of principal executive offices) (Zip Code)

                           --------------------------

                             1999 STOCK OPTION PLAN
                            (Full title of the Plans)

                           --------------------------

                                 JAMES R. ZARLEY
                             CHIEF EXECUTIVE OFFICER
                                VALUECLICK, INC.
                       4360 PARK TERRACE DRIVE, SUITE 100
                       WESTLAKE VILLAGE, CALIFORNIA 91361
                     (Name and address of agent for service)
                                 (818) 575-4500
          (Telephone number, including area code, of agent for service)

                           --------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
                                                                      PROPOSED              PROPOSED
        TITLE OF SECURITIES TO BE            AMOUNT TO BE         MAXIMUM OFFERING     MAXIMUM AGGREGATE         AMOUNT OF
                REGISTERED                   REGISTERED(1)        PRICE PER SHARE        OFFERING PRICE       REGISTRATION FEE
   ----------------------------------       ----------------     -----------------     -----------------      ----------------
<S>                                         <C>                  <C>                   <C>                    <C>
   1999 STOCK OPTION PLAN (AS AMENDED
   TO DATE)
   Common Stock, $0.001 par value           1,000,000 shares     $    2.80    (2)      $ 2,800,000.00(2)      $    700.00

=================================================================================================================================
</TABLE>

  (1)      This Registration Statement shall also cover any additional shares of
           Common Stock which become issuable under the 1999 Stock Option Plan
           by reason of any stock dividend, stock split, recapitalization or
           other similar transaction effected without the Registrant's receipt
           of consideration which results in an increase in the number of the
           outstanding shares of Registrant's Common Stock.

  (2)      Calculated solely for purposes of this offering under Rule 457(h) of
           the Securities Act of 1933, as amended, on the basis of the average
           of the high and low selling prices per share of Registrant's Common
           Stock on May 17, 2001, as reported by the Nasdaq National Market.

   Pursuant to General Instruction E to Form S-8, this Registration Statement on
   Form S-8 registers the offer and sale of an additional 1,000,000 shares of
   Common Stock of the Registrant for issuance under the 1999 Stock Option Plan.
   The contents of the prior Registration Statement relating to the 1999 Stock
   Option Plan, File No. 333-38896, are incorporated herein by reference.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

                  ValueClick, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):


(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2000, filed with the Commission on April 2, 2001.

(b)      The Registrant's Quarterly Report on Form 10-Q for the quarterly
         period ended March 31, 2001, filed with the Commission on May 15, 2001.

(c)      The Registrant's Current Reports on Form 8-K filed with the Commission
         on December 5, 2000 (as amended on Form 8-K/A filed with the Commission
         on February 5, 2001) and December 22, 2000 (as amended on Form 8-K/A
         filed with the Commission on February 22, 2001).

(d)      The Registrant's Registration Statement No. 000-30135 on Form 8-A12G
         filed with the Commission on March 28, 2000, in which are described
         the terms, rights and provisions applicable to the Registrant's
         outstanding Common Stock.


                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. DESCRIPTION OF SECURITIES

                  Not Applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not Applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.

                  Article VII, Section I of the Bylaws of the Registrant
provides that the Registrant shall indemnify its directors and executive
officers to the fullest extent permitted by the Delaware General Corporation
Law. The rights to indemnity thereunder continue as to a person who has ceased
to be a director, officer, employee or agent and inure to the benefit of the
heirs, executors and administrators of the person. In addition, expenses
incurred by a director or executive officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding by reason of the fact
that he or she is or was a director or officer of the Registrant (or was serving
at the


                                      II-1
<PAGE>

Registrant's request as a director or officer of another corporation) shall be
paid by the Registrant in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Registrant as authorized by the
relevant section of the Delaware General Corporation Law.

                  As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, Article VIII of the Registrant's Amended and Restated
Certificate of Incorporation provides that a director of the Registrant shall
not be personally liable for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or acts or omissions that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived any improper
personal benefit.

                  The Registrant has entered into indemnification agreements
with each of its directors and executive officers. Generally, the
indemnification agreements attempt to provide the maximum protection permitted
by Delaware law as it may be amended from time to time. Moreover, the
indemnification agreements provide for certain additional indemnification. Under
such additional indemnification provisions, however, an individual will not
receive indemnification for judgments, settlements or expenses if he or she is
found liable to the Registrant (except to the extent the court determines he or
she is fairly and reasonably entitled to indemnity for expenses). The
indemnification agreements provide for the Registrant to advance to the
individual any and all reasonable expenses (including legal fees and expenses)
incurred in investigating or defending any such action, suit or proceeding. In
order to receive an advance of expenses, the individual must submit to the
Registrant a statement or statements that reasonably evidences such expenses.
Also, the individual must repay such advances upon a final judicial decision
that he or she is not entitled to indemnification.

                  The Registrant has purchased directors' and officers'
liability insurance.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

Item 8. EXHIBITS

EXHIBIT NUMBER        EXHIBIT
--------------        -------

          4           Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement No.
                      000-30135 on Form 8-A12G, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
          5.1         Opinion and consent of Brobeck, Phleger & Harrison LLP.
         23.1         Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
         23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.1.
         24           Power of Attorney. Reference is made to the Signature Page
                      of this Registration Statement.
         99.1         Amendment to 1999 Stock Option Plan.

Item 9. UNDERTAKINGS

                  A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13


                                      II-2
<PAGE>

or Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the Registrant's 1999 Stock Option Plan granted to
certain individuals.

                  B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Westlake Village, State of California on this
16th day of May 2001.

                                                   VALUECLICK, INC.


                                                   By: /s/ JAMES R. ZARLEY
                                                       ------------------------
                                                       James R. Zarley
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of ValueClick,
Inc., a Delaware corporation, do hereby constitute and appoint James R. Zarley
and Kurt A. Johnson and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

               SIGNATURE                                      TITLE                                    DATE
-------------------------------------      -----------------------------------------               -------------
<S>                                        <C>                                                     <C>

/s/ JAMES R. ZARLEY                        Chairman of the Board and Chief Executive               May 16, 2001
-------------------------------------      Officer
James R. Zarley


/s/ EARLE A. MALM II                       Vice Chairman of the Board                              May 16, 2001
-------------------------------------
Earle A. Malm II


/s/ BRIAN CORYAT                           Founder and Director                                    May 16, 2001
-------------------------------------
Brian Coryat
</TABLE>


                                      II-4
<PAGE>

<TABLE>
<CAPTION>

               SIGNATURE                                      TITLE                                    DATE
-------------------------------------      -----------------------------------------               -------------
<S>                                        <C>                                                     <C>

/s  KURT A. JOHNSON                        Chief Financial Officer (Principal                      May 16, 2001
-------------------------------------      Financial and Accounting Officer)
Kurt A. Johnson


/s/ DAVID S. BUZBY                         Director                                                May 16, 2001
-------------------------------------
David S. Buzby


/s/ ROBERT D. LEPPO                        Director                                                May 16, 2001
----------------------------------------
Robert D. Leppo


/s/ MARTIN HART                            Director                                                May 16, 2001
----------------------------------------
Martin Hart


/s/ STEVEN J. UMBERGER                     Director                                                May 16, 2001
----------------------------------------
Steven J. Umberger


                                           Director                                                May __, 2001
----------------------------------------
Jeffrey E. Epstein


/s/ BARRY SALZMAN                          Director                                                May 16, 2001
----------------------------------------
Barry Salzman
</TABLE>


                                      II-5
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                                VALUECLICK, INC.

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NUMBER        EXHIBIT

          4           Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement No.
                      000-30135 on Form 8-A12G, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
          5.1         Opinion and consent of Brobeck, Phleger & Harrison LLP.
         23.1         Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
         23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.1.
         24           Power of Attorney. Reference is made to the Signature Page
                      of this Registration Statement.
         99.1         Amendment to 1999 Stock Option Plan.
[{"type": "S-8", "sequence": "1", "filename": "a2048396zs-8.txt", "description": "S-8", "secsgml_size_bytes": 21672}]
{"company-data": {"conformed-name": "VALUECLICK INC/CA", "cik": "0001080034", "assigned-sic": "7311", "irs-number": "770495335", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61278", "film-number": "1643896"}, "business-address": {"street1": "4360 PARK TERRACE DR", "street2": "SUITE 100", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361", "phone": "8056846060"}, "mail-address": {"street1": "4360 PARK TERRACE DR", "street2": "SUITE 100", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361"}}
As filed with the Securities and Exchange Commission on May 18, 2001
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                                VALUECLICK, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    77-0495335
    (State or other jurisdiction               (IRS Employer Identification No.)
  of incorporation or organization)

                       4360 PARK TERRACE DRIVE, SUITE 100
                       WESTLAKE VILLAGE, CALIFORNIA 91361
               (Address of principal executive offices) (Zip Code)

                           --------------------------

                             1999 STOCK OPTION PLAN
                            (Full title of the Plans)

                           --------------------------

                                 JAMES R. ZARLEY
                             CHIEF EXECUTIVE OFFICER
                                VALUECLICK, INC.
                       4360 PARK TERRACE DRIVE, SUITE 100
                       WESTLAKE VILLAGE, CALIFORNIA 91361
                     (Name and address of agent for service)
                                 (818) 575-4500
          (Telephone number, including area code, of agent for service)

                           --------------------------

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                                      PROPOSED              PROPOSED
        TITLE OF SECURITIES TO BE            AMOUNT TO BE         MAXIMUM OFFERING     MAXIMUM AGGREGATE         AMOUNT OF
                REGISTERED                   REGISTERED(1)        PRICE PER SHARE        OFFERING PRICE       REGISTRATION FEE
   ----------------------------------       ----------------     -----------------     -----------------      ----------------
1999 STOCK OPTION PLAN (AS AMENDED
   TO DATE)
   Common Stock, $0.001 par value           1,000,000 shares     $    2.80    (2)      $ 2,800,000.00(2)      $    700.00

=================================================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
           Common Stock which become issuable under the 1999 Stock Option Plan
           by reason of any stock dividend, stock split, recapitalization or
           other similar transaction effected without the Registrant's receipt
           of consideration which results in an increase in the number of the
           outstanding shares of Registrant's Common Stock.

  (2)      Calculated solely for purposes of this offering under Rule 457(h) of
           the Securities Act of 1933, as amended, on the basis of the average
           of the high and low selling prices per share of Registrant's Common
           Stock on May 17, 2001, as reported by the Nasdaq National Market.

   Pursuant to General Instruction E to Form S-8, this Registration Statement on
   Form S-8 registers the offer and sale of an additional 1,000,000 shares of
   Common Stock of the Registrant for issuance under the 1999 Stock Option Plan.
   The contents of the prior Registration Statement relating to the 1999 Stock
   Option Plan, File No. 333-38896, are incorporated herein by reference.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

                  ValueClick, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2000, filed with the Commission on April 2, 2001.

(b)      The Registrant's Quarterly Report on Form 10-Q for the quarterly
         period ended March 31, 2001, filed with the Commission on May 15, 2001.

(c)      The Registrant's Current Reports on Form 8-K filed with the Commission
         on December 5, 2000 (as amended on Form 8-K/A filed with the Commission
         on February 5, 2001) and December 22, 2000 (as amended on Form 8-K/A
         filed with the Commission on February 22, 2001).

(d)      The Registrant's Registration Statement No. 000-30135 on Form 8-A12G
         filed with the Commission on March 28, 2000, in which are described
         the terms, rights and provisions applicable to the Registrant's
         outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. DESCRIPTION OF SECURITIES

                  Not Applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not Applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.

                  Article VII, Section I of the Bylaws of the Registrant
provides that the Registrant shall indemnify its directors and executive
officers to the fullest extent permitted by the Delaware General Corporation
Law. The rights to indemnity thereunder continue as to a person who has ceased
to be a director, officer, employee or agent and inure to the benefit of the
heirs, executors and administrators of the person. In addition, expenses
incurred by a director or executive officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding by reason of the fact
that he or she is or was a director or officer of the Registrant (or was serving
at the

                                      II-1
Registrant's request as a director or officer of another corporation) shall be
paid by the Registrant in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Registrant as authorized by the
relevant section of the Delaware General Corporation Law.

                  As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, Article VIII of the Registrant's Amended and Restated
Certificate of Incorporation provides that a director of the Registrant shall
not be personally liable for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or acts or omissions that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived any improper
personal benefit.

                  The Registrant has entered into indemnification agreements
with each of its directors and executive officers. Generally, the
indemnification agreements attempt to provide the maximum protection permitted
by Delaware law as it may be amended from time to time. Moreover, the
indemnification agreements provide for certain additional indemnification. Under
such additional indemnification provisions, however, an individual will not
receive indemnification for judgments, settlements or expenses if he or she is
found liable to the Registrant (except to the extent the court determines he or
she is fairly and reasonably entitled to indemnity for expenses). The
indemnification agreements provide for the Registrant to advance to the
individual any and all reasonable expenses (including legal fees and expenses)
incurred in investigating or defending any such action, suit or proceeding. In
order to receive an advance of expenses, the individual must submit to the
Registrant a statement or statements that reasonably evidences such expenses.
Also, the individual must repay such advances upon a final judicial decision
that he or she is not entitled to indemnification.

                  The Registrant has purchased directors' and officers'
liability insurance.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

Item 8. EXHIBITS

EXHIBIT NUMBER        EXHIBIT
--------------        -------

          4           Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement No.
                      000-30135 on Form 8-A12G, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
          5.1         Opinion and consent of Brobeck, Phleger & Harrison LLP.
         23.1         Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
         23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.1.
         24           Power of Attorney. Reference is made to the Signature Page
                      of this Registration Statement.
         99.1         Amendment to 1999 Stock Option Plan.

Item 9. UNDERTAKINGS

                  A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13

                                      II-2
or Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the Registrant's 1999 Stock Option Plan granted to
certain individuals.

                  B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Westlake Village, State of California on this
16th day of May 2001.

                                                   VALUECLICK, INC.

                                                   By: /s/ JAMES R. ZARLEY
                                                       ------------------------
                                                       James R. Zarley
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of ValueClick,
Inc., a Delaware corporation, do hereby constitute and appoint James R. Zarley
and Kurt A. Johnson and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                      TITLE                                    DATE
-------------------------------------      -----------------------------------------               -------------
/s/ JAMES R. ZARLEY                        Chairman of the Board and Chief Executive               May 16, 2001
-------------------------------------      Officer
James R. Zarley

/s/ EARLE A. MALM II                       Vice Chairman of the Board                              May 16, 2001
-------------------------------------
Earle A. Malm II

/s/ BRIAN CORYAT                           Founder and Director                                    May 16, 2001
-------------------------------------
Brian Coryat
II-4
SIGNATURE                                      TITLE                                    DATE
-------------------------------------      -----------------------------------------               -------------
/s  KURT A. JOHNSON                        Chief Financial Officer (Principal                      May 16, 2001
-------------------------------------      Financial and Accounting Officer)
Kurt A. Johnson

/s/ DAVID S. BUZBY                         Director                                                May 16, 2001
-------------------------------------
David S. Buzby

/s/ ROBERT D. LEPPO                        Director                                                May 16, 2001
----------------------------------------
Robert D. Leppo

/s/ MARTIN HART                            Director                                                May 16, 2001
----------------------------------------
Martin Hart

/s/ STEVEN J. UMBERGER                     Director                                                May 16, 2001
----------------------------------------
Steven J. Umberger

                                           Director                                                May __, 2001
----------------------------------------
Jeffrey E. Epstein

/s/ BARRY SALZMAN                          Director                                                May 16, 2001
----------------------------------------
Barry Salzman
II-5
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                VALUECLICK, INC.
EXHIBIT INDEX

EXHIBIT NUMBER        EXHIBIT

          4           Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement No.
                      000-30135 on Form 8-A12G, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
          5.1         Opinion and consent of Brobeck, Phleger & Harrison LLP.
         23.1         Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
         23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.1.
         24           Power of Attorney. Reference is made to the Signature Page
                      of this Registration Statement.
         99.1         Amendment to 1999 Stock Option Plan.