8-K

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): March 19, 2008

DEALERTRACK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51653	52-2336218
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1111 Marcus Ave., Suite M04,
Lake Success, NY 11042
(Address of Principal Executive Offices and 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     On March 19, 2008, the Registrant entered into Amendment No. 3 to the Credit Agreement, dated as of April 15, 2005, among the Registrant, the Lenders party thereto and JPMorgran Chase Bank, N.A., as Administrative Agent and LC Issuing Bank to allow the Registrant to repurchase up to $75 million of its common stock.

Item 8.01 Other Events.

     Attached hereto as Exhibit 99.1 is a press release of March 20, 2008 announcing the approval of the Board of Directors of the Registrant of a stock repurchase program to purchase up to $75 million of its common stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	10.1	Amendment No. 3, dated March 19, 2008, to the Credit Agreement, dated as of April 15, 2005, among the Registrant, the Lenders party thereto and JPMorgran Chase Bank, N.A., as Administrative Agent and LC Issuing Bank
	99.1	Registrant’s Press Release dated March 20, 2008.

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: March 20, 2008

DealerTrack Holdings, Inc.
By:	/s/ Robert J. Cox III
	Robert J. Cox III
	Senior Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.		Description
	10.1	Amendment No. 3, dated March 19, 2008, to the Credit Agreement, dated as of April 15, 2005, among the Registrant, the Lenders party thereto and JPMorgran Chase Bank, N.A., as Administrative Agent and LC Issuing Bank
	99.1	Registrant’s Press Release dated March 20, 2008.

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 3

     AMENDMENT NO. 3 dated as of March 19, 2008 (this “Amendment”) to the Credit Agreement dated as of April 15, 2005 (as in effect on the date hereof, the “Credit Agreement”) among DEALERTRACK, INC. (the “Company”), DEALERTRACK HOLDINGS, INC. (“Holdings”), the LENDERS party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and LC Issuing Bank.

W I T N E S S E T H :

     WHEREAS, Holdings and the Company have requested that the Lenders agree to permit certain Restricted Payments, and the Lenders are willing to do so on the terms and conditions set forth herein;

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1.  Defined Terms.  Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term therein.

     SECTION 2.  Amendments to Credit Agreement.  Section 6.08(a)(iii) of the Credit Agreement is amended by inserting the following as a new clause (D): “(D) in the form of repurchases of common stock in Holdings publicly announced by Holdings during the Fiscal Quarter ended March 31, 2008 so long as (1) all such repurchases are consummated by the end of Holdings’ fiscal quarter ending on or about March 31, 2009 and (2) the aggregate amount of all such repurchases does not exceed $75,000,000”.

     SECTION 3.  Representations of Holdings and the Company.  Each of Holdings and the Company represents and warrants to the Lender Parties that, as of the Amendment Effective Date, immediately after giving effect to the amendments effected hereby, (i) the representations and warranties of the Loan Parties set forth in the Loan Documents will be true and (ii) no Default will have occurred and be continuing.

     SECTION 4.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

     SECTION 5.  Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     SECTION 6.  Effectiveness.  This Amendment shall become effective on the date (the “Amendment Effective Date”) when the Administrative Agent shall have received from the Company, Holdings and the Required Lenders counterparts hereof signed by each such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that each such party has signed a counterpart hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DEALERTRACK, INC.
By:	/s/ Robert J. Cox
	Name:	Robert J. Cox
	Title:	CFO

DEALERTRACK HOLDINGS, INC.
By:	/s/ Robert J. Cox
	Name:	Robert J. Cox
	Title:	CFO

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/s/ Anne Biancardi
	Name:	Anne Biancardi
	Title:	Vice President, Credit Executive.

JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Anne Biancardi
	Name:	Anne Biancardi
	Title:	Vice President, Credit Executive

WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Karen E. Samuel
	Name:	Karen E. Samuel
	Title:	Director

LEHMAN COMMERCIAL PAPER INC.
By:	/s/ Ritam Bhalla
	Name:	Ritam Bhalla
	Title:	Authorized Signatory

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EX-99.1

Exhibit 99.1

CONTACT:
Investor Relations
DealerTrack
(888) 450-0478
investorrelations@dealertrack.com

DEALERTRACK ANNOUNCES STOCK REPURCHASE PROGRAM

Lake Success, NY, March 20, 2008 — DealerTrack Holdings, Inc. (Nasdaq: TRAK) today announced that its board of directors has authorized a stock repurchase program under which DealerTrack may spend up to $75 million to repurchase its common stock.

“Our Board’s decision to authorize this repurchase program reflects our ongoing commitment to the enhancement of shareholder value as well as our confidence that the current market price levels do not appropriately reflect the intrinsic value of the company,” said Mark O’Neil, chairman and chief executive officer of DealerTrack. “We believe that our strong financial position with more than $220 million in cash as of December 31, 2007 will allow us to implement this program prudently, while continuing to invest in the growth of our business,” Mr. O’Neil concluded.

Stock repurchases under this program may be made on the open market, through 10b5-1 programs, or in privately negotiated transactions in accordance with all applicable laws, rules and regulations. The transactions may be made from time to time without prior notice and in such amounts as management deems appropriate and will be funded from cash on hand. The number of shares to be repurchased and the timing of repurchases will be based on several factors, including the price of DealerTrack’s common stock, legal or regulatory requirements, general business and market conditions, and other investment opportunities. The stock repurchase program will expire on March 31, 2009, but may be limited or terminated at any time by the Board of Directors without prior notice.

The company had approximately 42.6 million shares of common stock outstanding as of February 1, 2008.

About DealerTrack

DealerTrack Holdings, Inc. (Nasdaq: TRAK) is a leading provider of on-demand software and data solutions for the U.S. automotive and related industries. The company’s solutions enable dealers to receive consumer leads, submit credit applications and receive responses, compare financing and leasing options, sell insurance, accessories and other aftermarket products, document compliance, and execute financing contracts electronically. In addition, the DealerTrack Arkona DMS (dealer management system) is used by dealerships nationwide. Over 22,000 dealers, including more than 90% of all franchised dealers; over 500 financing sources; and other service and information providers are active in the DealerTrack network. For more information, visit www.dealertrack.com.

Safe Harbor for Forward-Looking and Cautionary Statements

Statements in this press release regarding DealerTrack, the successful implementation of the stock repurchase program and all other statements in this release 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. Factors that might cause such a difference include those risks listed in DealerTrack’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and other Securities and Exchange Commission filings. These filings are available on DealerTrack’s website at www.dealertrack.com and the SEC’s website at www.sec.gov. Forward-looking statements included herein speak only as of the date hereof. 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.

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