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): August 1, 2012

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)		(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-2.1: STOCK PURCHASE AGREEMENT (incorporated by reference to DealerTrack’s current report on Form 8-K filed on July 19, 2012)

EX-99.1: PRESS RELEASE

Item 2.01            Completion of Acquisition or Disposition of Assets.

On August 1, 2012, DealerTrack Holdings, Inc. (“DealerTrack”) completed the acquisition (the “Acquisition”) of all issued and outstanding shares of capital stock of 1st Auto Transport Directory, Inc. , a Delaware corporation (the “Company”), pursuant to the Stock Purchase Agreement dated July 15, 2012 (the “Purchase Agreement”), by and between DealerTrack, Inc. (“Buyer”), the Wayne and Naomi Harris Trust of 2001, dated December 11, 2001 (“Seller”), the Company, and, solely with respect to Section 7.8 and Section 11.4 of the Purchase Agreement, Wayne Harris and Naomi Harris. Pursuant to the Purchase Agreement, Buyer purchased all issued and outstanding shares of capital stock of the Company from Seller. The Company is a web-based network delivering a comprehensive suite of vehicle transportation related solutions for auto dealers, brokers, shippers, and carriers within the United States and Canadian automotive retail markets.

The initial consideration for the Acquisition is $74,000,000 in cash, minus certain seller transaction expenses, change in control payments and outstanding indebtedness of the Company, and subject to a working capital adjustment. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is included as Exhibit 2.1 to DealerTrack’s current report on Form 8-K filed on July 19, 2012 and is incorporated herein by reference.

Item 8.01             Other Information.

On August 1, 2012, DealerTrack issued a press release relating to the completion of the Acquisition.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01             Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
2.1 99.1	STOCK PURCHASE AGREEMENT (incorporated by reference to DealerTrack’s current report on Form 8-K filed on July 19, 2012) 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: August 2, 2012

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

EXHIBIT INDEX

Exhibit No.	Description
2.1 99.1	STOCK PURCHASE AGREEMENt (incorporated by reference to DealerTrack’s current report on Form 8-K filed on July 19, 2012) PRESS RELEASE

EX-99.1

 

Contacts:
Ken Engberg
DealerTrack, Inc.
(516) 734-3692
kenneth.engberg@dealertrack.com

Michael DeMeo
DealerTrack, Inc.
(516) 734-3691
 michael.demeo@dealertrack.com

DealerTrack Completes Acquisition of 1^st Auto Transport Directory, Inc.

Lake Success, N.Y., August 1, 2012 ─ DealerTrack (Nasdaq: TRAK) today announced that the company has completed its acquisition of 1^st Auto Transport Directory, Inc., a web-based network for arranging vehicle transportation and shipping. The agreement to acquire 1^st Auto Transport Directory was announced on July 19, 2012.

The financial impact of the 1^st Auto Transport Directory acquisition will be discussed as part of DealerTrack’s previously announced second quarter earnings conference call on August 7, 2012.

For the full announcement press release from July 19th, click here.

About DealerTrack (www.dealertrack.com)

DealerTrack's intuitive and high-value web-based software solutions and services enhance efficiency and profitability for all major segments of the automotive retail industry, including dealers, lenders, OEMs, third-party retailers, agents, and aftermarket providers. DealerTrack, whose solution set for dealers is the industry's most comprehensive, operates the largest online credit application network in the United States, connecting over 18,000 dealers with more than 1,200 lenders. DealerTrack's Dealer Management System (DMS) provides dealers with easy-to-use tools and real-time data access to enhance their efficiency. DealerTrack's Inventory offerings provide vehicle inventory management and merchandising solutions to help dealers drive higher in-store and online traffic with state-of-the-art, real-time listings, accelerate used-vehicle turn rates, and increase dealer profits. DealerTrack's Sales and F&I solutions allow dealers to streamline the entire sales process as they structure deals from a single integrated platform. Its Compliance offering helps dealers meet legal and regulatory requirements, and protect their assets. DealerTrack also offers processing solutions for the automotive industry, including electronic motor vehicle registration and titling applications, paper title storage, and digital document services. For more information visit: www.dealertrack.com.

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