Attached files
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): December 31,
2016
Autobytel Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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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.)
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18872
MacArthur Boulevard, Suite 200, Irvine,
California
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92612-1400
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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 (949)
225-4500
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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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Item 1.01
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Entry Into a Material Definitive Agreement.
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On December 31, 2016, concurrent with the closing
of the sale of its automotive specialty finance leads group,
Autobytel Inc., a Delaware corporation
(“Autobytel”), and Car.com, Inc., a Delaware
corporation and wholly owned subsidiary of Autobytel
(“Car.com”), entered into a Transitional
License and Linking Agreement (“License Agreement”) with
Internet Brands, Inc., a Delaware
corporation (“Internet
Brands”), pursuant to which: (i) Internet Brands will
pay Autobytel One Million Five Hundred Seventy-Five Thousand
Dollars ($1,575,000.00) over the five-year term of the License
Agreement; (ii) Car.com granted Internet Brands a limited,
non-exclusive, non-transferable license to use the Car.com logo and
name solely for sales and marketing purposes in Internet Brands'
automotive specialty finance division; and (iii) Autobytel will
provide certain redirect linking of consumer traffic for automotive
specialty finance leads from Autobytel’s specialty finance
lead forms on its consumer-facing websites to a landing page
designated by Internet Brands.
The
foregoing description of the License Agreement is not complete and
is qualified in its entirety by reference to the License Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K.
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Item 8.01
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Other Events.
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As previously reported in a Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 21, 2016 (“Previously Filed
Form 8-K”),
on December 19, 2016, Autobytel, Car.com and Internet Brands entered into
that certain Asset Purchase and Sale Agreement dated December 19,
2016 (“Purchase and Sale
Agreement”), pursuant to
which Autobytel agreed to sell its automotive specialty finance
leads group to Internet Brands. This transaction was completed
effective as of December 31, 2016. A press release
announcing the closing of this transaction was issued and is filed
as Exhibit 99.1 to this Current Report on Form 8-K.
The
foregoing description of the Purchase and Sale Agreement is not
complete and is qualified in its entirety by reference to the
Purchase and Sale Agreement, a copy of which was previously filed
as Exhibit 2.1 to the Previously Filed Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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2.1
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Asset Purchase and
Sale Agreement, made as of December 19, 2016, by and among Internet
Brands, Inc., a Delaware corporation, Car.com, Inc., a Delaware
corporation, and Autobytel Inc., a Delaware corporation
(incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K, filed with the SEC on December 21, 2016).
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10.1‡
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Transitional
License and Linking Agreement, made as of January 1, 2017, by and
among Internet Brands, Inc., a Delaware corporation, Car.com, Inc.,
a Delaware corporation, and Autobytel Inc., a Delaware
corporation.
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99.1
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Press Release dated
January 3, 2017.
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‡
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Exhibit B in this
Exhibit has been omitted in accordance with Item 601(b)(2) of
Regulation S-K. Autobytel Inc. will furnish
supplementally a copy of any omitted exhibit to the Securities and
Exchange Commission upon request; provided, however, that Autobytel
Inc. may request confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, for any exhibit so
furnished.
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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.
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Date:
January 5, 2017
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AUTOBYTEL
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn
E. Fuller, Executive Vice President,
Chief
Legal and Administrative Officer and Secretary
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INDEX OF EXHIBITS
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Exhibit
No.
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Description
of Document
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2.1
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Asset Purchase and
Sale Agreement, made as of December 19, 2016, by and among Internet
Brands, Inc., a Delaware corporation, Car.com, Inc., a Delaware
corporation, and Autobytel Inc., a Delaware corporation
(incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K, filed with the SEC on December 21, 2016).
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10.1‡
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Transitional
License and Linking Agreement, made as of January 1, 2017, by and
among Internet Brands, Inc., a Delaware corporation, Car.com, Inc.,
a Delaware corporation, and Autobytel Inc., a Delaware
corporation.
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99.1
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Press Release dated
January 3, 2017.
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‡
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Exhibit B in this
Exhibit has been omitted in accordance with Item 601(b)(2) of
Regulation S-K. Autobytel Inc. will furnish
supplementally a copy of any omitted exhibit to the Securities and
Exchange Commission upon request; provided, however, that Autobytel
Inc. may request confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, for any exhibit so
furnished.
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