Current Report Filing (8-k)
August 10 2015 - 4:23PM
Edgar (US Regulatory)
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 10, 2015
______________________
DEALERTRACK TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified
in Its Charter)
______________________
Delaware
(State or Other Jurisdiction
of Incorporation) |
000-51653
(Commission
File Number) |
52-2336218
(IRS Employer
Identification No.) |
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1111 Marcus Ave., Suite M04, Lake Success, NY
(Address of Principal Executive Offices) |
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11042
(Zip Code) |
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(516) 734-3600
(Registrant’s Telephone Number,
Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report) |
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______________________
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
Due to the pending
tender offer by Cox Automotive, Inc., a Delaware corporation (“Cox Automotive”), to purchase all of the outstanding
shares of the common stock, par value $0.01 per share, of Dealertrack Technologies, Inc., a Delaware corporation (the “Company”),
and the subsequent pending merger of Runway Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Cox Automotive,
with and into the Company, with the Company surviving as a wholly owned subsidiary of Cox Automotive, the Company does not intend
to issue an earnings release or hold an earnings call for the quarter ended June 30, 2015 and will instead announce financial results
in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. The Company also is withdrawing the guidance concerning
2015 expected financial results that it previously provided to investors.
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 thereunto duly authorized.
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DEALERTRACK TECHNOLOGIES, INC. |
Date: August 10, 2015 |
By: |
/s/ Eric D. Jacobs |
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Name: |
Eric D. Jacobs |
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Title: |
Executive Vice President, Chief |
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Financial and Administrative |
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Officer |
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