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): October 1, 2012

DEALERTRACK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware	000-51653	52-2336218
(State or other jurisdiction of	(Commission File Number)	(IRS. Employer
incorporation)		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 1.01  Entry Into a Material Definitive Agreement

Item 2.01   Completion of Acquisition or Disposition of Assets

Item 7.01   Regulation FD Disclosure

Item 8.01  Other Information

Item 9.01  Financial Statements and Exhibits

EXHIBIT INDEX

EX-2.1: PURCHASE AGREEMENT

EX-99.1: PRESS RELEASE

EX 99.2: INVESTOR SLIDE

Item 1.01            Entry into a Material Definitive Agreement.

On October 1, 2012, DealerTrack, Inc. (“Purchaser”), a wholly-owned subsidiary of DealerTrack Holdings, Inc. (“DealerTrack”), ClickMotive, LP, a Texas limited partnership (to be converted immediately prior to the consummation of the transactions contemplated by the Purchase Agreement into ClickMotive, LLC, a Texas limited liability company) (“ClickMotive”), CM General, LLC, a Texas limited liability company and the general partner of ClickMotive (the “General Partner”), Stuart Lloyd, Ray Myers, Timothy Clay, Colin Carter and McCombs Family Partners LTD (the “Limited Partners” and, together with the General Partner, the “Sellers”), and Stuart Lloyd, solely in his capacity as the Sellers’ representative (the “Representative”), entered into a Purchase Agreement (the “Purchase Agreement”). The Purchase Agreement provides for the purchase by Purchaser of all of the equity interests (the “Interests”) of ClickMotive from the Sellers (the “Transaction”). The consideration to be received by the Sellers in connection with the Transaction consists of $48.9 million in cash, minus certain seller transaction expenses, any outstanding indebtedness of ClickMotive, and is subject to a working capital adjustment. The Sellers are eligible to receive additional consideration of up to $7.65 million payable in 2014 upon achieving certain 2013 performance targets.

ClickMotive provides SaaS solutions exclusively to the automotive industry by offering a leading comprehensive digital marketing platform that combines the power of the web, mobile, social, search and video into one online marketing platform.

The Purchase Agreement contains customary representations, warranties and covenants by the Sellers, ClickMotive and Purchaser, including covenants regarding operation of the business of ClickMotive prior to the closing. The closing of the Transaction is subject to customary closing conditions. 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 this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01            Completion of Acquisition or Disposition of Assets

On October 1, 2012, Purchaser completed the acquisition of all of the Interests of ClickMotive pursuant to the Purchase Agreement. The description of the Transaction in Item 1.01 is incorporated herein by reference.

Item 7.01           Regulation FD Disclosure.

In connection with the transaction described above, DealerTrack anticipates disclosing to investors the information set forth below, which has not been previously disclosed:

ClickMotive has approximately 110 employees supporting over 3,000 automotive dealerships. For the six months ended June 30, 2012, ClickMotive’s unaudited revenue was approximately $7.3 million, substantially all of which is subscription based. Over the same period, the unaudited net loss and adjusted EBITDA was approximately $(0.2) million and $0.4 million, respectively. ClickMotive has achieved annual revenue growth rates exceeding 25% in each of the last two years. DealerTrack anticipates this trend will continue with limited margin expansion for the next two to three years due to investments required to sustain historical growth rates as well as for integration. Also, as a result of the acquisition transaction structure, DealerTrack anticipates future tax savings over several years with a net present value of approximately $7.5 million. Additional details regarding the financial impact of this Transaction will be discussed in DealerTrack’s third quarter earnings conference call scheduled for November 8th.

DealerTrack will also post on its web site, www.dealertrack.com, the slide furnished as Exhibit 99.2 to this Current Report on Form 8-K which contains additional information regarding ClickMotive and the Transaction.

The information furnished pursuant to this Item 7.01 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of DealerTrack Holdings, Inc. under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01            Other Information.

On October 1, 2012, DealerTrack issued a press release relating to the Purchase Agreement and the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.

Safe Harbor for Forward-Looking Statements

Statements in this Current Report on Form 8-K regarding DealerTrack, Purchaser, the purchase of the Interests, ClickMotive’s 2012 performance, and the timing and cost related to integration of ClickMotive 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 than from any future results, performance or achievements expressed or implied by these forward-looking statements.

Item 9.01            Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
2.1	PURCHASE AGREEMENT
99.1	PRESS RELEASE
99.2	INVESTOR SLIDE

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: October 1, 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	PURCHASE AGREEMENT
99.1	PRESS RELEASE
99.2	INVESTOR SLIDE

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 Announces the Acquisition of ClickMotive

Acquisition Strengthens DealerTrack’s Digital Interactive Marketing Offerings for Automotive Retailers

 
Lake Success, N.Y., October 2, 2012 ─ DealerTrack (Nasdaq: TRAK) today announced the acquisition of ClickMotive LP, a leading provider of interactive marketing solutions for the automotive retailing industry. Total consideration for the transaction is expected to be $48.9 million in cash, subject to a standard purchase price adjustment and net of certain expenses. Additionally, the sellers will be eligible to receive additional consideration of up to $7.65 million, payable in 2014, if ClickMotive achieves certain performance targets in 2013.

ClickMotive, which was established in 2005 and based in Plano, Texas, is the innovator of an award-winning digital marketing platform that combines the power of Web, mobile, search, social, video, inventory, call-tracking, tag, and dashboard tools to generate qualified leads and increase sales for automotive groups and individual franchised dealers. Currently, more than 3,000 U.S. automotive dealerships leverage ClickMotive’s platform.

“With this acquisition, we are able to significantly expand the website and interactive marketing capability we acquired with eCarList,” said Mark O’Neil, chairman, and chief executive officer, DealerTrack. “Additionally, we believe this acquisition will enhance the competitive positioning of our inventory solution and expand our relationship with a number of key OEMs.”

“From helping dealers acquire customers to managing those customers throughout the entire purchase and delivery process, DealerTrack continues to be an integral part of managing a dealership’s overall workflow,” added O’Neil.

“We are looking forward to joining the DealerTrack family,” said Stuart Lloyd, chief executive officer and co-founder of ClickMotive. “This acquisition will allow us to reach more and more dealerships, enabling them to create their own unique digital voice that can be heard across multiple Internet, mobile, and social platforms.”

Details on the financial impact of this transaction are expected to be discussed on DealerTrack’s third quarter earnings conference call in November.

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, transportation, 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 and other solutions for the automotive industry, including a web-based network for arranging vehicle transportation and shipping, electronic motor vehicle registration and titling applications, paper title storage, and digital document services. For more information visit: www.dealertrack.com.

Safe Harbor for Forward-Looking and Cautionary Statements

Statements in this press release regarding the benefits of the acquisition of ClickMotive, including enhancing our inventory solution’s strategic positioning and expanding our relationships with OEMs, 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 the successful completion of the acquisition of ClickMotive, meeting its financial goals, the acceptance by dealers of DealerTrack as the owner of the acquired company, and other risks listed in our reports filed with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ending December 31, 2011. These filings can be found 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 and 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.

# # # TRAK-G

EX-99.2

© 2012 DealerTrack, Inc. All Rights Reserved DealerTrack Acquires ClickMotive for Approximately $ 48.9 million - Provider of SaaS solutions for managing automotive digital marketing - Award - winning platform powers dealership Internet departments - Strong mix of customers including OEM, auto groups & franchised dealers - Existing management team staying on with combined organization - Sellers can earn additional consideration of up to $7.65 million subject to achieving certain 2013 performance targets ClickMotive is a Leading Comprehensive Digital Marketing Platform - Websites : Market - leader in high - converting dealer websites powered by a centralized digital marketing platform - Mobile : Top - ranked mobile websites featuring inventory, images, pricing, content, lead tracking and custom designs - SEM : High - converting search engine marketing services including keyword generators, bid management & campaign tools - SEO : Professional white - hat s earch engine optimization services including keyword analysis, content authoring & reporting - Social : Turn - key social media websites featuring synchronized inventory content with dealer websites & mobile websites - Reviews : Tracking, training, analysis & reporting for online reviews and reputation management across review websites ClickMotive Has Critical Customer Mass With Over 3,000 Automotive Dealerships - Platform can be tailored for use by OEMs, regional ad associations, auto groups and individual dealerships - Endorsed as the preferred website provider by multiple OEMs and several of the nation’s largest auto groups - ClickMotive’s software platform is proven to be scalable and flexible for the largest automotive customers Clear Benefits for DealerTrack - Leverages DealerTrack’s existing sales and marketing channels across all customer segments - Potential cross - selling, up - selling and product bundling opportunities with little overlap - Capitalizes on industry shift from traditional automotive transactions to digital retailing transactions - Building center of excellence in Dallas area ( ClickMotive and DealerTrack’s eCarList / AAX teams in Dallas, TX area) DealerTrack Acquires ClickMotive