Unassociated Document
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 31, 2011
DEALERTRACK
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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000-51653
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52-2336218
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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1111 Marcus Ave., Suite M04, Lake Success, NY
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11042
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(Zip Code)
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Registrant's
telephone number, including area code: 516-734-3600
Not
Applicable
Former
name or former address, if changed since last report
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF
CONTENTS
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Item 2.01 Completion
of Acquisition or Disposition of Assets
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Item 8.01 Other
Information
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Item 9.01.
Financial Statements and Exhibits
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EXHIBIT
INDEX
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EX-99.1: PRESS
RELEASE
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Item
2.01 Completion of Acquisition or Disposition of Assets.
On
January 31, 2011, DealerTrack Holdings, Inc. (“DealerTrack”) completed the
acquisition of triVIN Holdings, Inc (“triVIN”) by means of a merger of PS
Acquisition Corp., a wholly-owned subsidiary of DealerTrack (“PSAC”), with and
into triVIN, with triVIN being the surviving corporation (the “Merger”),
pursuant to the Agreement and Plan of Merger, dated as of January 7, 2011, by
and among DealerTrack, PSAC, triVIN, American Capital, Ltd. and certain other
shareholders of triVIN (the “Merger Agreement”). As a result of the
Merger, triVIN is a wholly-owned subsidiary of DealerTrack.
In
connection with the Merger, DealerTrack paid a purchase price of approximately
$131 million, net of acquired
cash and working capital (the “Merger Consideration”). A
portion of the purchase was funded into escrow to satisfy any purchase price
adjustment or indemnity obligations of triVIN’s stockholders under the Merger
Agreement. A portion of the Merger Consideration was also used to
repay certain indebtedness of triVIN and to pay triVIN’s transaction fees and
expenses, with the remainder of the Merger Consideration being paid to triVIN’s
stockholders and eligible optionholders. In addition, pursuant to the
Merger Agreement, a subsequent adjustment to the purchase price may be made
based upon the final determination of the amounts of closing indebtedness,
closing working capital (including cash) and seller expenses as defined in the
Merger Agreement.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, a copy of
which was furnished as Exhibit 2.1 to DealerTrack’s current report on Form 8-K
filed on January 10, 2011.
Item
8.01 Other Information.
On
February 1, 2011, DealerTrack issued a press release relating to the
consummation of the Merger. A copy of the press release is attached
hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
To the
extent required by this item, the financial statements will be filed by an
amendment to this Current Report on Form 8-K within the time period permitted
under Item 9.01(a)(4) of Form 8-K.
(b) Pro
Forma Financial Information.
To the
extent required by this item, the pro forma financial information will be filed
by an amendment to this Current Report on Form 8-K within the time period
permitted by Item 9.01(b)(2) of Form 8-K.
(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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EX-99.1: PRESS
RELEASE
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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.
Date:
February 1, 2011
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DealerTrack Holdings, Inc.
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By: /s/ Eric D. Jacobs
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Eric D. Jacobs
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Senior Vice President, Chief Financial and Administrative
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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EX-99.1: PRESS
RELEASE
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