Unassociated Document
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): September 24, 2009
 
interCLICK, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
  
333-141141
  
01-0692341
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
         
257 Park Avenue South
Suite 602
New York, NY
  
10010
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (646) 722-6260
 
 
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 5.02.           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 24, 2009, the Board of Directors of interCLICK, Inc. amended the 2007 Incentive Stock and Award Plan (the “Plan”) to increase the number of shares reserved under the Plan from 4,225,000 shares to 6,225,000.

 
Item 9.01.           Financial Statements and Exhibits.

Exhibit No.          10.1           Fifth Amendment to the 2007 Incentive Stock and Award Plan
 
 
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.
 
Date:  September 30, 2009
 
 
interCLICK, Inc.
  
       
 
By:
/s/ Michael Mathews  
   
Michael Mathews
  
   
Chief Executive Officer