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
April 26, 2007
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 April 26, 2007, DealerTrack Holdings, Inc. (“DealerTrack”), entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with Arkona, Inc. (“Arkona”) and DA Acquisition Corp., a
wholly-owned subsidiary of DealerTrack (the “MergerSub”), pursuant to which DealerTrack, through
MergerSub, will commence an offer to purchase (i) all the outstanding shares of common stock of
Arkona at a purchase price of $1.38 per common share in cash and (ii) all the outstanding shares of
series B preferred stock of Arkona at a purchase price of $6.90 per series B preferred share in
cash (the “Offer”). Following the consummation of the Offer, MergerSub will merger with and into
Arkona (the “Merger”). The Merger Agreement includes customary representations, warranties and
covenants by the parties.
Consummation of the Offer and the Merger are subject to customary closing conditions. The
consummation of the Offer is conditioned on MergerSub acquiring a majority of the then–outstanding
fully-diluted shares of common stock of Arkona (which assumes conversion or exercise of all
derivative securities or other rights to acquire common shares that have not expired or been
terminated, including the conversion rights of the series B preferred shares, regardless of the
conversion or exercise price, the vesting schedule or other terms and conditions thereof).
Under a Tender and Support Agreement, dated as of April 26, 2007 (the “Tender and Support
Agreement”), among DealerTrack, MergerSub and certain stockholders of Arkona, certain stockholders
of Arkona have agreed to accept the Offer and to tender all Arkona shares owned by them, which
represents approximately 30% of the outstanding shares of Arkona.
The foregoing summary of the Merger Agreement, the Tender and Support Agreement and the
transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, reference to such agreements, copies of which are filed, respectively, as
Exhibit 2.1 and Exhibit 2.2 hereto and are incorporated herein by reference.
On April 27, 2007, DealerTrack and Arkona issued a joint press release relating to the Merger
Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
Additional Information
The tender offer described in this Current Report on Form 8-K has not yet commenced, and this
Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell
securities. At the time the tender offer is commenced, DealerTrack will file a tender offer
statement with the U.S. Securities and Exchange Commission (the “SEC”). Arkona security
holders are strongly advised to read the tender offer statement (including an offer to purchase,
letter of transmittal and related tender offer documents) and the related
solicitation/recommendation statement that will be filed by Arkona with the SEC, because they will
contain important information. These documents will be available at no charge on the SEC’s Web site
at www.sec.gov.
Safe Harbor for Forward-Looking Statements
Statements in this Current Report on Form 8-K regarding DealerTrack, the tender offer to
acquire Arkona shares, 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.
Forward-looking statements included herein speak only as of the date hereof. The closing of
the tender offer to acquire Arkona is subject to a number of risks, including a failure to satisfy
one or more of the closing conditions. DealerTrack disclaims any obligation to revise or update
such statements to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events or circumstances.
Item 9.01. Financial Statements and Exhibits.
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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Agreement and Plan of Merger, dated
as of April 26, 2007, by and among
DealerTrack Holdings, Inc., DA
Acquisition Corp., and Arkona, Inc.
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Exhibit 2.2
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Tender and Support Agreement, dated as of April 26, 2007, by
and among DealerTrack Holdings, Inc., DA Acquisition Corp.
and certain stockholders of Arkona, Inc. named therein. |
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Exhibit 99.1
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Press Release, dated April 27, 2007. |
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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. |