Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - interCLICK, Inc. | v196787_ex99-1.htm |
| EX-10.1 - LOAN AND SECURITY AGREEMENT DATED SEPTEMBER 10, 2010 - interCLICK, Inc. | v196787_ex10-1.htm |
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): September 10, 2010
interclick,
inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-34523
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01-0692341
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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11 West 19th Street
10th Floor
New York, NY
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10011
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (646) 722-6260
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(Former
name or former address, if changed since last report)
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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:
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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Entry into a Material Definitive
Agreement.
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The Loan
Agreement is secured by a first priority perfected security interest in
substantially all of the Company’s assets. The Loan Agreement contains
affirmative covenants that, among other things, requires the Company to deliver
to SVB specified financial information, including annual, quarterly and monthly
financial information and to maintain an Adjusted Quick Ratio (“AQR”)- defined
as the Company’s unrestricted cash maintained with SVB plus net billed accounts
receivable divided by current liabilities (including all amounts due under the
Loan Agreement) less deferred revenue- of at least 1.00x. The Loan
Agreement also contains negative covenants that limit the Company’s ability to
(or to permit any subsidiaries to), subject to certain exceptions and
limitations, merge with or acquire other companies, create liens on its
property, incur debt obligations, enter into transactions with affiliates,
except on an arm’s length basis, dispose of property or issue dividends or make
distributions. Any failure by the Company to comply with these covenants and any
other obligations under the Loan Agreement could result in an event of default
which could lead to acceleration of the amounts owed and other
remedies.
The
foregoing description of the Loan Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Loan Agreement
attached to this Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
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Item 1.02.
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Termination of a Material
Definitive Agreement.
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The
Company repaid all outstanding amounts owed by the Company to Crestmark
Commercial Capital Lending, LLC (“Crestmark”) under a Accounts Receivable
Financing Agreement. Upon repayment, Crestmark terminated its
security interest in the Company’s assets.
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Item 2.03.
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Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
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The
information regarding the Company’s entry into the Loan Agreement provided under
Item 1.01 above is hereby incorporated by reference.
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Item
8.01
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Other
Events
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On
September 16, 2010, the Company issued a press release announcing its entry into
the Loan Agreement.
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Item
9.01
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Financial Statements and
Exhibits
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(d) The
following exhibits are filed with this report:
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Exhibit
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Number
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Description
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10.1
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Loan
and Security Agreement dated September 10, 2010
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99.1
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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 thereunto
duly authorized.
Date:
September 16, 2010
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interclick,
inc.
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By:
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/s/ Michael
Mathews
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Michael
Mathews
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Loan
and Security Agreement dated September 10, 2010
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99.1
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Press
Release
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