Attached files
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| EX-2.1 - Dealertrack Technologies, Inc | v207729_ex2-1.htm |
| EX-99.1 - Dealertrack Technologies, Inc | v207729_ex99-1.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): January 7, 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 1.01
Entry into a Material Definitive Agreement
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2
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Item 9.01.
Financial Statements and Exhibits
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2
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EXHIBIT
INDEX
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2
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EX-2.1:
AGREEMENT AND PLAN OF MERGER
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EX-99.1:
PRESS RELEASE
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Item 1.01
Entry into a Material Definitive Agreement.
On
January 7, 2011, DealerTrack Holdings, Inc. (“DealerTrack”), triVIN Holdings,
Inc. (“triVIN”), PS Acquisition Corp., a wholly-owned subsidiary of DealerTrack
(the “MergerSub”), American Capital, Ltd. and certain other shareholders of
triVIN, entered into an Agreement and Plan of Merger (the “Merger Agreement”).
The Merger Agreement provides for the acquisition of triVIN by DealerTrack by
means of a merger of the Merger Sub with and into triVIN, with triVIN being the
surviving corporation for a cash purchase price of approximately $131 million,
net of any cash acquired. As a result of the Merger, triVIN would become a
wholly-owned subsidiary of DealerTrack (the “Merger”).
The
closing of the Merger is subject to customary closing conditions.
The
foregoing summary of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Merger Agreement,
which is included as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 8.01
Other Information.
On
January 10, 2011, DealerTrack issued a press release relating to the Merger
Agreement. A copy of the press release is attached hereto as
Exhibit 99.1.
Safe
Harbor for Forward-Looking Statements
Statements
in this Current Report on Form 8-K regarding DealerTrack, the acquisition of
triVIN, and all other statements in this Current Report on Form 8-K other
than the recitation of historical facts are forward-looking statements (as
defined in the Private Securities Litigation Reform Act of 1995). These
statements involve a number of risks, uncertainties and other factors that could
cause actual results, performance or achievements of DealerTrack to be
materially different from any future results, performance or achievements
expressed or implied by these forward-looking statements.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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2.1
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EX-2.1: AGREEMENT AND PLAN OF
MERGER
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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:
January 10, 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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2.1
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EX-2.1: AGREEMENT AND PLAN OF
MERGER
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99.1
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EX-99.1: PRESS
RELEASE
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