S-1MEF
As filed with the Securities and Exchange Commission on
October 6, 2006
Registration
No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DealerTrack Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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52-2336218 |
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7373 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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(Primary Standard Industrial
Classification Code Number) |
1111 Marcus Avenue
Suite M04
Lake Success, New York 11042
(516) 734-3600
(Address, including zip code, and telephone number,
including area code, of the registrant’s principal
executive offices)
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)
Copies to:
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Stuart M. Cable, Esq.
Kenneth J. Gordon, Esq.
Goodwin Procter llp
Exchange Place
53 State Street
Boston, Massachusetts 02109
(617) 570-1000 |
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Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of
this registration statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box. o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. þ File
No. 333-136929
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following
box. o
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Title of Each Class |
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Amount to be |
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Offering Price |
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Aggregate Offering |
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Registration |
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of Securities to be Registered |
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Registered |
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Per Unit |
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Price |
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Fee |
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Common Stock, par value $0.01
per share (1) |
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1,150,000 |
(2) |
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$ |
23.76 |
(3) |
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$ |
27,324,000 |
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$ |
2,924 |
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Includes shares of our common stock to be issuable upon exercise of the underwriters’
option to purchase additional shares of our common stock. |
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The 1,150,000 shares of Common Stock being registered in this Registration Statement
is in addition to the 10,350,000 shares of Common Stock registered pursuant to the
registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on August 28, 2006 and amended on September 25, 2006 (File No. 333-136929). |
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Based on the proposed offering price for the shares offered hereby. |
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
EXPLANATORY
NOTE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”)
by DealerTrack Holdings, Inc. (the "Company") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
“Securities Act”), and General Instruction V of
Form S-1. This Registration Statement incorporates by reference the
contents of the Company’s Registration Statement on Form S-1, as amended by Amendment No. 1 (File No. 333-136929), which
was declared effective by the Commission on October 5, 2006 including each of the documents filed by the Company with the
Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that it (i) has
instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement
by a wire transfer of such amount to the Commission’s account at Mellon Bank as soon as practicable (but no later than the
close of business on October 6, 2006), (ii) will not revoke such instructions, (iii) has sufficient funds in the relevant
account to cover the amount of such filing fee, and (iv) will confirm receipt of such instructions by its bank during the
bank’s regular business hours no later than October 6, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, DealerTrack Holdings, Inc.
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 October 5, 2006.
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DEALERTRACK HOLDINGS, INC.
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By: |
/s/ Mark F. O'Neil
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Mark F. O'Neil |
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Chairman of the Board, President and
Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the date indicated.
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| Signature |
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Title |
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Date |
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| /s/ Mark F. O’Neil
Mark F. O’Neil |
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Chairman of the Board, President and Chief
Executive Officer (principal executive officer)
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October 5, 2006 |
| /s/ Robert J. Cox III
Robert J. Cox III |
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Senior Vice President, Chief Financial Officer
and Treasurer (principal financial and
accounting officer)
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October 5, 2006 |
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Howard L. Tischler |
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Lead Director
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October 5, 2006 |
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Steven J. Dietz |
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Director
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October 5, 2006 |
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Thomas R. Gibson |
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Director
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October 5, 2006 |
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Mary Cirillo-Goldberg |
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Director
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October 5, 2006 |
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John J. McDonnell, Jr. |
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Director
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October 5, 2006 |
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James David Power III |
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Director
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October 5, 2006 |
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By: |
*/s/ Mark F. O'Neil
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Mark F. O'Neil |
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Attorney-in-Fact |
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EXHIBIT INDEX
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| Number |
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Description |
| 5.1*
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Opinion of Goodwin Procter LLP |
| 23.1*
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Consent of Goodwin & Procter LLP (included in Exhibit 5.1). |
| 23.2*
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Consent of PricewaterhouseCoopers LLP. |
| 23.3*
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Consent of PricewaterhouseCoopers LLP. |
| 23.4*
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Consent of KPMG LLP. |
| 23.5*
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Consent of PricewaterhouseCoopers LLP. |
| 23.6*
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Consent
of KPMG LLP. |
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