As filed with the Securities and Exchange Commission on August 11, 2008

Registration No. 333-                     

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DEALERTRACK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State of other jurisdiction of incorporation or organization)		52-2336218 (I.R.S. Employer Identification No.)
1111 Marcus Avenue, Suite M04 Lake Success, New York (Address of principal executive offices)		11042 (Zip Code)

Second Amended and Restated 2005 Incentive Award Plan
(Full title of plan)

Eric D. Jacobs, Esq.
Senior Vice President, General Counsel and Secretary
DealerTrack Holdings, Inc.
1111 Marcus Avenue, Suite M04
Lake Success, New York 11042
(516) 734-3600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Stuart M. Cable, Esq.
Kenneth J. Gordon, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109
(617) 570-1000
(617) 573-1231 (fax)

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Title of Securities

Amount of Shares to be

Offering Price Per

Aggregate Offering

Amount of

to be Registered

Registered (1)

Share (2)

Price (2)

Registration Fee

Common Stock $0.01 par value

1,550,000

$15.72

$24,358,250

$958

 

 

TABLE OF CONTENTS

NOTE

PART II

Item 8. Exhibits

SIGNATURES

Exhibit Index

EX-5.1: OPINION OF COUNSEL

EX-23.2: CONSENT

EX-5.1: OPINION OF COUNSEL

EX-23.2: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

NOTE

This Registration Statement on Form S-8 registers 1,550,000 additional shares of common stock, par value $0.01 per share (the “Common Stock”), of DealerTrack Holdings, Inc. (the “Company”) reserved for issuance under the Second Amended and Restated 2005 Incentive Award Plan (the “2005 Plan”), which shares are in addition to 1,300,000 shares of Common Stock previously registered pursuant to Registration Statement on Form S-8 (File No. 333-144491) and 7,435,465 shares of Common Stock previously registered pursuant to Registration Statement on Form S-8 (File No. 333-130310). The current filing is being made to register 1,550,000 additional shares approved at the Annual Meeting of Stockholders of the Company held on April 30, 2008. Accordingly, the contents of the Company’s Registration Statements on Form S-8 (File No. 333-144491 and File No. 333-130310) are hereby incorporated by reference pursuant to General Instruction E to Form S-8. After giving effect to this Registration Statement, an aggregate of 10,285,465 shares of Common Stock have been registered for issuance pursuant to the 2005 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Reference is made to the Exhibit Index.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Success, State of New York, on August 11, 2008.

POWER OF ATTORNEY

     Each of the undersigned officers and directors of the Company hereby severally constitutes and appoints each of Mark F. O’Neil and Robert J. Cox III the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities (unless revoked in writing), to sign this Registration Statement on Form S-8, and any and all amendments thereto, including any post-effective amendments as well as any related registration statement (or amended thereto) filed in reliance upon Rule 462(b) under the Securities Act, as amended and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully as to all intents and purposes as the undersigned might and could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of August 11, 2008.

Signature		Title
/s/ Mark F. O’Neil   Mark F. O’Neil		Chairman, President and Chief Executive Officer (as principal executive officer of DealerTrack Holdings, Inc.)
/s/ Robert J. Cox III   Robert J. Cox III		Senior Vice President, Chief Financial Officer and Treasurer (as principal financial officer and principal accounting officer of DealerTrack Holdings, Inc.)
/s/ Barry Zwarenstein   Barry Zwarenstein		Director
/s/ Mary Cirillo-Goldberg   Mary Cirillo-Goldberg		Director
/s/ Ann B. Lane   Ann B. Lane		Director
John J. McDonnell, Jr.		Director
/s/ James David Power III   James David Power III		Director
/s/ Howard L. Tischler   Howard L. Tischler		Director

Exhibit Index

3.1		Form of Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.2 to Amendment No. 3 to the Company’s Registration Statement on Form S-1/A, filed on October 25, 2005, File No. 333-126944).
3.2		Form of Amended and Restated By-laws of the Company (incorporated herein by reference to Exhibit 3.4 to Amendment No. 3 to the Company’s Registration Statement on Form S-1/A, filed on October 25, 2005, File No. 333-126944).
4.1		Fourth Amended and Restated Registration Rights Agreement, dated as of March 19, 2003, among DealerTrack Holdings, Inc. and the stockholders of DealerTrack Holdings, Inc. party thereto (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on July 28, 2005, File No. 333-126944).
4.2		Specimen Certificate of Common Stock (incorporated herein by reference to Exhibit 4.4 to Amendment No. 2 to the Company’s Registration Statement on Form S-1/A, filed on October 12, 2005, File No. 333-126944).
5.1		Opinion of Counsel regarding the legality of the Common Stock being registered.
23.1		Consent of Counsel (included in Exhibit 5.1).
23.2		Consent of Independent Registered Public Accounting Firm.
24.3		Power of Attorney (included on signature page).
99.1		Second Amended and Restated 2005 Incentive Award Plan of DealerTrack Holdings, Inc. (incorporated herein by reference to Exhibit I to the Company’s Definitive Proxy Statement, filed on April 29, 2008).