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): January 31, 2011

DEALERTRACK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51653	52-2336218
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1111 Marcus Ave., Suite M04, Lake Success, NY	11042
(Address of principal executive offices)	(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:

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

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

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

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

TABLE OF CONTENTS

Item 2.01 Completion of Acquisition or Disposition of Assets

Item 8.01 Other Information

Item 9.01. Financial Statements and Exhibits

EXHIBIT INDEX

EX-99.1: PRESS RELEASE

Item 2.01  Completion of Acquisition or Disposition of Assets.

On January 31, 2011, DealerTrack Holdings, Inc. (“DealerTrack”) completed the acquisition of triVIN Holdings, Inc (“triVIN”) by means of a merger of PS Acquisition Corp., a wholly-owned subsidiary of DealerTrack (“PSAC”), with and into triVIN, with triVIN being the surviving corporation (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of January 7, 2011, by and among DealerTrack, PSAC, triVIN, American Capital, Ltd. and certain other shareholders of triVIN (the “Merger Agreement”).  As a result of the Merger, triVIN is a wholly-owned subsidiary of DealerTrack.

In connection with the Merger, DealerTrack paid a purchase price of approximately $131 million, net of acquired cash and working capital (the “Merger Consideration”).  A portion of the purchase was funded into escrow to satisfy any purchase price adjustment or indemnity obligations of triVIN’s stockholders under the Merger Agreement.  A portion of the Merger Consideration was also used to repay certain indebtedness of triVIN and to pay triVIN’s transaction fees and expenses, with the remainder of the Merger Consideration being paid to triVIN’s stockholders and eligible optionholders.  In addition, pursuant to the Merger Agreement, a subsequent adjustment to the purchase price may be made based upon the final determination of the amounts of closing indebtedness, closing working capital (including cash) and seller expenses as defined in the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was furnished as Exhibit 2.1 to DealerTrack’s current report on Form 8-K filed on January 10, 2011.

Item 8.01  Other Information.

On February 1, 2011, DealerTrack issued a press release relating to the consummation of the Merger.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

To the extent required by this item, the financial statements will be filed by an amendment to this Current Report on Form 8-K within the time period permitted under Item 9.01(a)(4) of Form 8-K.

(b) Pro Forma Financial Information.

To the extent required by this item, the pro forma financial information will be filed by an amendment to this Current Report on Form 8-K within the time period permitted by Item 9.01(b)(2) of Form 8-K.

(d)  Exhibits.

Exhibit No.	Description
99.1	EX-99.1: PRESS RELEASE

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: February 1, 2011

DealerTrack Holdings, Inc.
	By: /s/ Eric D. Jacobs
	Eric D. Jacobs
	Senior Vice President, Chief Financial and Administrative Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	EX-99.1: PRESS RELEASE

EX-99.1

Exhibit 99.1

MEDIA CONTACT:

Mark Brown

Vice President Marketing

mark.brown@dealertrack.com

(516)734-3887

INVESTOR CONTACT:

Elizabeth Besen

Director of Investor Relations

elizabeth.besen@dealertrack.com

(516) 734-3859

DEALERTRACK COMPLETES ACQUISITION OF

TRIVIN HOLDINGS, INC.

Lake Success, N.Y., February 1, 2011– DealerTrack Holdings, Inc. (Nasdaq: TRAK) today announced that it has completed its acquisition of triVIN Holdings, Inc. (“triVIN”), a leading provider of automobile title management services to lenders and vehicle registration services to automobile dealers for approximately $131 million in cash, net of acquired cash and working capital.  The agreement to acquire triVIN was announced on January 10, 2011.

About DealerTrack (www.dealertrack.com)

DealerTrack's intuitive and high-value software solutions enhance efficiency and profitability for all major segments of the automotive retail industry, including dealers, lenders, OEMs, agents and aftermarket providers. Our solution set for dealers is the industry's most comprehensive. DealerTrack operates the industry's largest online credit application network, connecting approximately 17,000 dealers with over 900 lenders. Our Dealer Management System (DMS) provides dealers with easy-to-use tools and real-time data access that will streamline any automotive business. Dealers using DealerTrack AAX get the inventory management tools and services needed to accelerate turns and increase profit. Our Sales/Finance and Insurance solution enables dealers to streamline the entire sales process while structuring all types of deals from a single integrated platform. DealerTrack's Compliance solution helps dealers meet legal and regulatory requirements and protect their hard-earned assets. DealerTrack's family of companies also includes data and consulting services providers ALG and Chrome Systems.  For more information, visit www.dealertrack.com.

About triVIN Holdings, Inc. (www.trivin.com)

triVIN Holdings, Inc, through its operating subsidiaries, provides solutions that streamline motor vehicle credentialing.  From registration and titling to collateral management, triVIN services dealerships, leasing companies, rental agencies, financial institutions, and consumers nationwide.  The company’s suite of products and services help users increase efficiency, save money, and provide superior customer service.  FDI offers electronic lien and title management services to financial institutions, while GSS enables processing of motor vehicle transactions.  RegUSA processes cross-state vehicle transactions.

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