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
January 23, 2009
Date of Report (Date of earliest event reported)
DEALERTRACK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-51653
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52-2336218 |
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| (State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
1111 Marcus Ave., Suite M04, Lake Success, NY 11042
(Address of principal executive offices) (Zip Code)
(516) 734-3600
(Registrant’s telephone number)
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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
On January 23, 2009, DealerTrack AAX, Inc., a subsidiary of DealerTrack Holdings, Inc. (“DealerTrack”), announced
that it had entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with JM
Family Enterprises, Inc. (“Seller Parent”) and JM Dealer Services, Inc. (“Seller”) to acquire
certain assets of Seller (including all of the equity of Seller’s wholly-owned subsidiary, American
Auto Exchange, Inc.) for a cash purchase price of $32,500,000, subject to adjustment as provided in
the Asset Purchase Agreement (the “Acquisition”). The Asset Purchase Agreement includes customary
representations, warranties and covenants by the parties. Prior to this transaction, neither
Seller Parent nor Seller had any material relationship with DealerTrack, its subsidiaries, or its
affiliates, officers or directors or any associate of any of its officers or directors.
The foregoing description of the Acquisition and the Asset Purchase Agreement is qualified in
its entirety by reference to the Asset Purchase Agreement, a copy of which is attached hereto as
Exhibit 2.1 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On January 23, 2009, DealerTrack, through its wholly-owned subsidiary, DealerTrack AAX, Inc.,
completed the acquisition of certain assets of Seller (including all of the equity of Seller’s
wholly-owned subsidiary, American Auto Exchange, Inc.). The discussion of the acquisition terms
disclosed in Item 1.01 above and the press release filed as Exhibit 99.1 are incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
On January 23, 2009, DealerTrack issued a press release relating to the Acquisition. A copy
of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Exhibits.
The following exhibits are attached to this Current Report on Form 8-K:
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Exhibit 2.1
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Asset Purchase Agreement, dated
January 23, 2009, by and among
DealerTrack AAX, Inc., JM Family
Enterprises, Inc. and JM Dealer
Services, Inc.* |
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Exhibit 99.1
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Press Release, dated January 23, 2009. |
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Exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
DealerTrack agrees to furnish a supplemental copy of any omitted
exhibit to the SEC upon request. |