TRAK (MM)

 

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		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.		Description
5.1		Opinion of O’Melveny & Myers LLP
23.1		Consent of O’Melveny & Myers LLP (included in Exhibit 5.1 hereto)
23.2		Consent of Independent Auditors
23.3		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.
	By:	/s/ Eric D. Jacobs
	Eric D. Jacobs
	Executive Vice President, Chief Financial and Administrative Officer

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
5.1		Opinion of O’Melveny & Myers LLP
23.1		Consent of O’Melveny & Myers LLP (included in Exhibit 5.1 hereto)
23.2		Consent of Independent Auditors
23.3		Consent of Independent Registered Public Accounting Firm

 

 

Exhibit 5.1

 

 

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.

 

	Very truly yours,
	/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
Deloitte & Touche LLP
Boston, Massachusetts
August 15, 2014

 

 

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
BDO Canada LLP
Toronto, Canada
August 15, 2014