Item 8.01 Other Events.

On August 26, 2008, ValueClick, Inc. (the "Company") filed a Schedule TO with the Securities and Exchange Commission to launch a tender offer process regarding an offer by the Company to purchase up to 4.9 million stock options with exercise prices ranging from $25.66 to $29.73 per share issued by the Company in 2007 to certain employees, officers and directors. The tender offer process is expected to expire on September 24, 2008. Subsequent to the expiration of the tender offer, the Company will make a cash payment ranging from $0.82 to $1.23 per stock option to those holders of eligible stock options who validly elect to participate in the tender offer. If all eligible stock options are validly tendered, the total cash payment made by the Company will be approximately $5.0 million and the Company expects to make the cash payment in the fourth quarter of 2008. In addition, if all eligible stock options are validly tendered, the Company will record a one-time, non-cash stock-based compensation charge in the third quarter of 2008 currently estimated at approximately $36 million, which, on an after-tax basis, will reduce diluted earnings per common share in the third quarter by approximately $0.23. This one-time, non-cash stock-based compensation charge was not included in the Company's previously issued guidance for the third quarter of 2008 and fiscal year 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.