Attached files
file | filename |
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EX-10.2 - FORM OF INDEMNIFICATION AGREEMENT - interCLICK, Inc. | v200823_ex10-2.htm |
EX-99.1 - PRESS RELEASE - interCLICK, Inc. | v200823_ex99-1.htm |
EX-10.1 - SEPARATION AGREEMENT DATED NOVEMBER 1, 2010 - interCLICK, Inc. | v200823_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): November 1, 2010
interclick,
inc.
(exact
name of registrant as specified in its charter)
Delaware
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001-34523
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01-0692341
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||
(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
|
||
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
(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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.02.
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Termination
of a Material Definitive Agreement.
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Reference
is made to the disclosure set forth under Item 5.02 of this Current Report on
Form 8-K, which disclosure is incorporated herein by reference.
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
November 1, 2010, interclick, inc. (the “Company”) entered into a Separation
Agreement (the “Agreement”) with Michael Mathews who will resign from the
Company following a transition period. Under the terms of the Agreement,
effective January 31, 2011, Mr. Mathews’ employment agreement will be terminated
and he will no longer serve as the Chief Executive Officer of the
Company.
Pursuant
to the Agreement, Mr. Mathews will receive a payment of $177,500 which is equal
to six months of his current annual base salary. The Company also agreed to
continue to provide Mr. Mathews his existing medical and dental coverage through
the end of2011, after which time Mr. Mathews will be eligible for benefit
continuation under COBRA. In addition, the Company agreed that,if the Company
achieves its 2010 annual milestones,and the board approves bonus payments to
executive officers,the Company will pay to Mr. Mathews his second half 2010
bonus of $88,750. Both the Company and Mr. Mathews agreed to mutual releases,
subject to certain exceptions.
On
November 2, 2010, the board also approved the appointment of Michael Katz as
Chief Executive Officer of the Company, effective February 1, 2011. Mr. Katz is
a founder of the Company and currently serves as its President.
In
addition, on November 2, 2010, Roger Clark, the Company’s Chief Financial
Officer, was appointed to the additional position of Secretary of the Company,
effective February 1, 2011.
On
November 2, 2010, the Company released a press release with respect to the
change in its management. A copy of the press release is furnished as Exhibit
99.1 to this report on Form 8-K.
Item
8.01.
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Other
Events.
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On
November 2, 2010, the Company’s board adopted a new form of Indemnification
Agreement to be used for its officers and directorsand each of its officers and
directors have executed or been offered an opportunity to enter into this new
indemnification agreement with the Company.
Item
9.01.
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Financial
Statements and
Exhibits.
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(d) The
following exhibits are filed with this report:
Exhibit
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Number
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Description
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10.1
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Separation
Agreement dated November 1, 2010
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10.2
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Form
of Indemnification Agreement
|
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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 hereunto
duly authorized.
Date:November
3, 2010
interclick,
inc.
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By:
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/s/
Roger Clark
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Roger
Clark
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
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Number
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Description
|
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10.1
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Separation
Agreement dated November 1, 2010
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10.2
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Form
of Indemnification Agreement
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99.1
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Press
Release
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