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 7, 2011
 
DEALERTRACK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

 
000-51653
  
52-2336218
(State or other jurisdiction
  
(Commission
  
(I.R.S. Employer
of incorporation)
  
File Number)
  
Identification No.)

1111 Marcus Ave., Suite M04, Lake Success, NY
  
11042
  
(Zip Code)

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

Item 1.01 Entry into a Material Definitive Agreement
  2
Item 9.01. Financial Statements and Exhibits
  2
EXHIBIT INDEX
  2
EX-2.1: AGREEMENT AND PLAN OF MERGER
  
EX-99.1: PRESS RELEASE
  
 
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.
 
Exhibit
No.
  
Description
2.1
  
EX-2.1: AGREEMENT AND PLAN OF MERGER
99.1
  
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
 
DealerTrack Holdings, Inc.
 
 
By: /s/ Eric D. Jacobs
 
Eric D. Jacobs 
 
Senior Vice President, Chief Financial and Administrative
Officer 

EXHIBIT INDEX
 
Exhibit
No.
  
Description
2.1
  
EX-2.1: AGREEMENT AND PLAN OF MERGER
99.1
  
EX-99.1: PRESS RELEASE

 
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