sctovi
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT
OF 1934
DEALERTRACK HOLDINGS,
INC.
(Name of Subject Company
(Issuer) and Filing Persons (Offeror))
Common stock, $0.01 par value
(Title of Class of
Securities)
242309102
(CUSIP Number of Class of
Securities (Underlying Common Stock))
DealerTrack Holdings, Inc.
1111 Marcus Ave., Suite M04
Lake Success, NY 11042
(516) 734-3600
Attention: Corporate Secretary
(Name, address and telephone
number of person authorized to
receive notices and
communications on behalf of filing persons)
Copies to:
Andrew J. Varner
O’Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, NY 10036
(212) 326-2000
(212) 326-2061
(fax)
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee*
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17,084,890
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$954
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*Estimated solely for purposes of determining the filing fee.
This amount assumes that options to purchase 904,441 shares
of common stock of DealerTrack Holdings, Inc. having an
aggregate value of $18.89 as of August 5, 2009, will be
exchanged
and/or
cancelled pursuant to this offer. The aggregate value of such
options was calculated based on a Black-Scholes option valuation
model. The amount of the filing fee, calculated in accordance
with
Rule 0-11
of the Securities Exchange Act of 1934, as amended, equals
$55.80 for each $1,000,000 of the value of this transaction.
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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Amount Previously Paid:
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N/A
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Filing Party:
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N/A
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Form of Registration No.:
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N/A
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Date Filed:
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N/A
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Check the box if the filing relates solely to preliminary
communications made before the commencement of the tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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third party tender offer subject to
Rule 14d-1
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issuer tender offer subject to
Rule 13e-4
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going private transaction subject to
Rule 13e-3
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amendment to Schedule 13D under
Rule 13d-2
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
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Item 1.
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Summary
Term Sheet.
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The information set forth under the caption “Summary Term
Sheet And Questions and Answers” in the Offer to Exchange
Certain Outstanding Stock Options for New Stock Options, dated
August 7, 2009, attached hereto as Exhibit (a)(1)(A) (the
“Offer to Exchange”) is incorporated herein by
reference.
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Item 2.
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Subject
Company Information.
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DealerTrack Holdings, Inc., a Delaware corporation (the
“Company”), is the issuer of the securities
subject to the Exchange Offer (as defined herein). The
Company’s principal executive offices are located at 1111
Marcus Avenue, Suite M04, Lake Success, New York 11042, and
the telephone number at that address is
(516) 734-3600.
This Tender Offer Statement on Schedule TO relates to an
offer by the Company to certain of its employees (excluding
executive officers and members of the Board of Directors) to
exchange outstanding options to purchase shares of the
Company’s common stock granted prior to August 7,
2008, that have an exercise price per share greater than or
equal to $22.82 (“Eligible Options”) for a
lesser number of new options to purchase shares of the
Company’s common stock with an exercise price equal to the
closing price of the Company’s common stock on The Nasdaq
Global Select Market on the date of grant (the “New
Options”), subject to certain conditions (the
“Exchange Offer”). Each New Option will be
granted under the Company’s Third Amended and Restated 2005
Incentive Award Plan. On August 3, 2009, there were
904,441 shares of common stock underlying outstanding
Eligible Options. The Company is making the offer upon the terms
and subject to the conditions set forth in the Offer to Exchange
and in the related accompanying Election Form, attached hereto
as Exhibit (a)(1)(E).
The information set forth in the Offer to Exchange under
“Summary Term Sheet And Questions and Answers,”
“Risk Factors,” “This Exchange Offer —
Eligible Options; Eligible Employees; Expiration Date of This
Exchange Offer,” “This Exchange Offer —
Acceptance of Eligible Options for Exchange; Issuance of New
Options,” “This Exchange Offer — Conditions
of This Exchange Offer” and “This Exchange
Offer — Source and Amount of Consideration; Terms of
New Options” is incorporated herein by reference.
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(c)
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Trading
Market and Price.
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The information set forth in the Offer to Exchange under
“This Exchange Offer — Price Range of Our Common
Stock” is incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Person.
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The filing person is the issuer. The information set forth under
Item 2(a) above and in the Offer to Exchange under
“This Exchange Offer — Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning Our
Options” is incorporated by reference.
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Item 4.
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Terms
of the Transaction.
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The information set forth in the Offer to Exchange under
“Summary Term Sheet And Questions and Answers” and the
sections under “This Exchange Offer” titled
“Eligible Options; Eligible Employees; Expiration Date of
This Exchange Offer,” “Procedures for Tendering
Eligible Options,” “Withdrawal Rights,”
“Acceptance of Eligible Options For Exchange; Issuance of
New Options,” “Conditions of This Exchange
Offer,” “Price Range of Our Common Stock,”
“Source and Amount of Consideration; Terms of New
Options,” “Information Concerning Us; Financial
Information,” “Status of Eligible Options Acquired by
Us in This Exchange Offer; Accounting Consequences of This
Exchange Offer,” “Legal Matters; Regulatory
Approvals,” “Material United States Tax
Consequences,” “Extension of Exchange Offer;
Termination; Amendment” and Schedules A and B is
incorporated herein by reference.
The Company’s executive officers and members of the Board
of Directors will not be eligible to participate in the Exchange
Offer. The information set forth in the Offer to Exchange under
“This Exchange Offer — Procedures for Tendering
Eligible Options” and “This Exchange Offer —
Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Our Options” is incorporated herein
by reference.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Arrangements.
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(a)
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Agreements
Involving the Subject Company’s Securities.
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The information set forth in the Offer to Exchange under
“This Exchange Offer — Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning Our
Options” is incorporated herein by reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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The information set forth in the Offer to Exchange under
“This Exchange Offer — Purpose of This Exchange
Offer” is incorporated herein by reference.
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(b)
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Use of
Securities Acquired.
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The information set forth in the Offer to Exchange under
“This Exchange Offer — Acceptance of Eligible
Options For Exchange; Issuance of New Options” and
“This Exchange Offer — Status of Eligible Options
Acquired by Us in This Exchange Offer; Accounting Consequences
of This Exchange Offer” is incorporated herein by reference.
Not applicable.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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The information set forth in the Offer to Exchange under
“This Exchange Offer — Source and Amount of
Consideration; Terms of New Options” is incorporated herein
by reference.
The information set forth in the Offer to Exchange under
“This Exchange Offer — Conditions of This
Exchange Offer” is incorporated herein by reference.
Not applicable.
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Item 8.
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Interest
in Securities of the Subject Company.
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(a)
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Securities
Ownership.
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The information set forth in the Offer to Exchange under
“This Exchange Offer — Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning Our
Options” is incorporated herein by reference.
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(b)
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Securities
Transactions.
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The information set forth in the Offer to Exchange under
“This Exchange Offer — Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning Our
Options” is incorporated herein by reference.
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Item 9.
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Person/Assets,
Retained, Employed, Compensated or Used.
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(a)
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Solicitations
or Recommendations.
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Not applicable.
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Item 10.
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Financial
Statements.
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(a)
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Financial
Information.
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The financial information set forth in the Offer to Exchange
under “This Exchange Offer — Information
Concerning Us; Financial Information,” “This Exchange
Offer — Additional Information,” the financial
statements filed as Exhibit 99.1 with the Company’s
Current Report on
Form 8-K
on May 8, 2009 and the Company’s Current Report on
Form 8-K
on August 6, 2009 the information set forth in the
Company’s Quarterly Reports on
Form 10-Q
for the quarter ended March 31, 2009 and for the quarter
ended June 30, 2009 under Item 1 “Financial
Statements” and the information set forth in Item 8
(“Financial Statements and Supplementary Data”) in the
Company’s Annual Report on
Form 10-K
for the year ended December 31, 2008, is incorporated
herein by reference.
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(b)
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Pro Forma
Information.
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Not applicable.
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Item 11.
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Additional
Information.
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(a)
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Agreements,
Regulatory Requirements and Legal Proceedings.
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The information set forth in the Offer to Exchange under
“Risk Factors,” “This Exchange Offer —
Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Our Options,” and “This
Exchange Offer — Legal Matters; Regulatory
Approvals” is incorporated herein by reference.
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(b)
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Other
Material Information.
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Not applicable.
The Exhibit Index attached to this Tender Offer Statement
on Schedule TO is incorporated herein by reference.
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Tender Offer
Statement on Schedule TO is true, complete and correct.
DEALERTRACK HOLDINGS, INC.
Eric D. Jacobs
Senior Vice President, Chief Financial and
Administrative Officer
Date: August 7, 2009
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Exchange Certain Outstanding Options for New Stock
Options, dated August 7, 2009
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(a)(1)(B)
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Form of Email Communication to Eligible Employees
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(a)(1)(C)
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Email Communication to Eligible Employees from Stock and Option
Solutions
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(a)(1)(D)
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Email reminder to Eligible Employees
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(a)(1)(E)
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Election Form
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(a)(1)(F)
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Withdrawal Form
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(a)(1)(G)
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Form of Communication to Eligible Employees Confirming Decline
of Offer
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(a)(1)(H)
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Form of Communication to Eligible Employees Confirming Receipt
of Election
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(a)(1)(I)
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Exchange Offer Website Screen Shots
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(a)(1)(J)
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Stock Option Exchange Program Informational Presentation
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(b)
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Not applicable
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(d)(1)
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DealerTrack Holdings, Inc. Third Amended and Restated 2005
Incentive Award Plan, effective as of June 17, 2009
(incorporated herein by reference to Exhibit I to the
Registrant’s Definitive Proxy Statement on Schedule 14A
filed on May 13, 2009).
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(d)(2)
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Form of Non-Qualified Stock Option Agreement pursuant to the
Third Amended and Restated 2005 Incentive Award Plan
(incorporated herein by reference to our Quarterly Report on
Form 10-Q filed May 12, 2006).
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(g)
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Not applicable
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(h)
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Not applicable
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