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 11, 2014
DEALERTRACK TECHNOLOGIES, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
|
000-51653 |
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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)) |
Item 8.01 Other Events.
On August 11, 2014, Dealertrack Technologies, Inc. (the “Company”)
filed with the Securities and Exchange Commission (“SEC”) an automatic shelf registration statement on Form S-3. On
the same date, the Company filed with the SEC (i) a prospectus supplement covering the resale of up to 5,924,622 shares (the “Shares”)
of the Company’s common stock, par value $0.01 per share (“Common Stock”) that were issued pursuant to the Company’s
acquisition of Dealer Dot Com, Inc.; and (ii) a registration statement on Form S-8 (the “Form S-8”). In connection
with the prospectus supplement covering the resale of the Shares, we are filing the legal opinion of counsel, O’Melveny &
Myers LLP, which opinion is attached hereto as Exhibit 5.1 and incorporated herein by reference, and in connection with the Form
S-8, we are filing the consents of Deloitte & Touche LLP and BDO Canada LLP as Exhibits 23.2 and 23.3, respectively, which
are each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
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Description |
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|
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5.1 |
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Opinion of O’Melveny & Myers LLP |
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23.1 |
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Consent of O’Melveny & Myers LLP (included in Exhibit 5.1 hereto) |
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23.2 |
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Consent of Independent Auditors |
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23.3 |
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Consent of Independent Registered Public Accounting Firm |
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 15, 2014
|
Dealertrack Technologies, Inc. |
|
|
|
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By: |
/s/ Eric D. Jacobs |
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Eric D. Jacobs |
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Executive Vice President, Chief Financial and
Administrative Officer |
EXHIBIT INDEX
Exhibit
No. |
|
Description |
|
|
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5.1 |
|
Opinion of O’Melveny & Myers LLP |
|
|
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23.1 |
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Consent of O’Melveny & Myers LLP (included in Exhibit 5.1 hereto) |
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|
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23.2 |
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Consent of Independent Auditors |
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23.3 |
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Consent of Independent Registered Public Accounting Firm |
Exhibit 5.1
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|
|
Beijing
Brussels
Century City
Hong Kong
Jakarta†
London
Los Angeles
Newport Beach
|
Times Square Tower
7 Times Square
New York, New York 10036-6524
telephone
(212) 326-2000
facsimile
(212) 326-2061
www.omm.com
|
San Francisco
Seoul
Shanghai
Silicon Valley
Singapore
Tokyo
Washington,
D.C.
|
August 11, 2014
Dealertrack Technologies, Inc.
1111 Marcus Ave., Suite M04
Lake Success, NY 10042
| Re: | Registration of Common Stock of Dealertrack Technologies, Inc. |
Ladies and Gentlemen:
We have acted as special
counsel to Dealertrack Technologies, Inc., a Delaware corporation (the “Company”), in connection with the preparation
of (i) the Registration Statement on Form S-3 of the Company (Registration No. 333-198058) (the “Registration Statement”)
filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2014 under the Securities
Act of 1933, as amended (the “Securities Act”) relating to the issuance and sale from time to time, pursuant
to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act, of an indeterminate number
of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company for unspecified proceeds
and (ii) a prospectus supplement dated August 11, 2014 (the “Prospectus Supplement”) relating to the resale
of up to 5,924,622 shares of Common Stock (the “Shares”) pursuant to the Registration Statement.
In our capacity as
such counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and
other records and documents as we considered appropriate including, without limitation:
| (i) | the Registration Statement and the Prospectus Supplement; |
| (ii) | a specimen certificate representing the Common Stock; |
| (iii) | the Fifth Amended and Restated Certificate of Incorporation of the Company, as amended and presently
in effect; |
| (iv) | the Amended and Restated Bylaws of the Company, as presently in effect; |
† In association with Tumbuan
& Partners
Dealertrack Technologies, Inc., August 11, 2014
- Page 2
| (v) | the Agreement and Plan of Merger, dated as of December 19, 2013, by and among Dealer Dot Com, Inc.,
the Company, Derby Merger Corp., the sellers party thereto and Jason Chapnik, solely in his capacity as seller’s representative;
and |
| (vi) | the resolutions of the Board of Directors of the Company adopted at a meeting duly held on December
18, 2013 relating to the issuance and sale of the Shares and related matters. |
In our examination,
we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed
herein which were not independently established or verified, we have relied upon oral or written statements and representations
of officers and other representatives of the Company.
On the basis of such
examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant,
and subject to the limitations and qualifications in this opinion, we are of the opinion that the Shares have been duly authorized
by all necessary corporate action on the part of the Company, and such Shares have been validly issued, fully paid and nonassessable.
The law covered by
this opinion is limited to the present General Corporation Law of the State of Delaware. We express no opinion as to the laws of
any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any
county, municipality, subdivision or local authority of any jurisdiction.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the
heading “Legal Matters” in the prospectus constituting part of the Registration Statement and in the Prospectus
Supplement.
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Very truly yours, |
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|
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/s/ O’Melveny & Myers LLP |
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference into Registration
Statement No. 333-198063 on Form S-8 of Dealertrack Technologies, Inc. filed on August 11, 2014 of our report dated May 13, 2014,
relating to the consolidated financial statements of Dealer Dot Com, Inc. as of December 31, 2013 and 2012 and for the three years
in the period ended December 31, 2013, which appears in the Current Report on Form 8-K/A of Dealertrack Technologies, Inc. dated
August 11, 2014.
/s/ Deloitte & Touche LLP |
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Deloitte & Touche LLP |
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Boston, Massachusetts |
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August 15, 2014 |
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Exhibit 23.3
Consent of Independent Registered Public
Accounting Firm
We consent to the incorporation by reference in this
Registration Statement No. 333-198063 on Form S-8 filed on August 11, 2014 of our report dated February 14, 2014 relating to
the consolidated financial statements of Chrome Data Solutions, LP, which appear in Dealertrack Technologies, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2013.
/s/ BDO Canada LLP |
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BDO Canada LLP |
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Toronto, Canada |
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August 15, 2014 |
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