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): December 15,
2009
interCLICK,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission File Number)
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(IRS
Employer
Identification
No.)
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257
Park Avenue South
Suite
602
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(Address
of principal executive offices)
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(Zip
Code)
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Copies
to:
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Harvey
J. Kesner, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
Suite
3200
New
York, New York 10006
(212)
981-6766
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Michael
D. Harris, Esq.
Harris
Cramer LLP
1555
Palm Beach Lakes Boulevard
Suite
310
West
Palm Beach, Florida 33401
(561)
478-7077
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Registrant’s
telephone number, including area code: (646) 722-6260
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(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
December 15, 2009, interCLICK, Inc. (the “Company”) entered into a Placement
Agent Agreement (the “Placement Agent Agreement”) with BMB Holdings, LLLP, Barry
Honig and Michael Mathews (collectively, the “Selling Shareholders”), RBC
Capital Markets Corporation (“RBC”), as managing placement agent, and
Merriman Curhan Ford & Co., as co-placement agent (“MCFC” and, together
with RBC, the “Placement Agents”). Pursuant to the Placement Agent
Agreement, the Placement Agents agreed to arrange, on a best efforts basis, for
the sale of up to 2,875,000 shares of the Company’s common stock by the Company
and up to 1,150,000 shares of the Company’s common stock by the Selling
Shareholders in a registered direct public offering. The Company and the
Selling Shareholders agreed to pay the Placement Agents commissions equal
to an aggregate of 7% of the gross proceeds received in the offering upon the
sale of their respective shares. The Company also agreed to reimburse the
Placement Agents for expenses incurred by them in connection with the
offering.
Each
Selling Shareholder is, directly or indirectly, an affiliate of the
Company. Michael Brauser, who is Co-Chairman of the Company’s Board
of Directors, is the Manager of BMB Holdings, LLC, which is the General Partner
of BMB Holdings, LLLP. Mr. Honig is Co-Chairman of the Company’s
Board of Directors. Mr. Mathews is the Company’s Chief Executive
Officer and a director.
From
December 15-16, 2009, the Company and the Selling Shareholders entered into
several Subscription Agreements (the “Subscription Agreements”), pursuant to
which the Company agreed to sell an aggregate of 2,875,000 shares of its common
stock, and the Selling Shareholders agreed to sell an aggregate of 1,150,000
shares of the Company’s common stock to certain accredited investors (the
“Investors”) at a per share purchase price of $4.50, for aggregate gross
proceeds to the Company of approximately $12.9 million and aggregate gross
proceeds to the Selling Shareholders of approximately $5.2 million.
On
December 2, 2009, the Company entered into a financial advisory agreement (the
“Advisory Agreement”) with MDB Capital Group LLC (the “Financial Advisor”),
pursuant to which the Financial Advisor agreed to provide the Company with
certain advisory services in connection with Company’s registered direct public
offering. Pursuant to the Advisory Agreement, the Company agreed to
pay the Financial Advisor a cash fee of 1% of the gross proceeds from the sale
of common stock by the Company in the offering.
Pursuant
to the Placement Agent Agreement, subject to limited exceptions, for a period of
90 days after December 15, 2009, the Company will not, without the prior written
consent of RBC, directly or indirectly, offer, sell, assign, transfer, pledge,
contract to sell, or otherwise dispose of, any shares of its common stock or any
securities convertible into or exercisable or exchangeable for common stock,
other than the Company’s sale of the shares of common stock in the registered
direct offering and the issuance of restricted common stock or options to
acquire common stock pursuant to the Company’s employee benefit plans, qualified
stock option plans or other employee compensation plans as in existence on the
date of the Placement Agent Agreement and the issuance of common stock pursuant
to the valid exercises of options, warrants or rights outstanding on such
date.
In
connection with the registered direct offering, the Selling Shareholders, the
Company’s other executive officers and directors and one additional
officer each entered into a lock-up agreement with the Placement Agents
(collectively, the “Lock-Up Agreements”), pursuant to which, for a period of 90
days beginning on December 15, 2009, such persons may not offer, sell, pledge or
otherwise dispose of the shares of common stock that they beneficially own,
including securities that are convertible into shares of common stock and
securities that are exchangeable or exercisable for shares of common stock,
without the prior written consent of RBC, subject to certain
exceptions.
The net
proceeds to the Company from the registered direct public offering, after
deducting the placement agents’ commissions, the Financial Advisor’s fee in
connection with the offering and estimated offering expenses payable by the
Company, are expected to be approximately $11.6 million. Immediately
after giving effect to the offering, the Company will have 23,595,207
shares of common stock outstanding. The Company currently intends to
use the net proceeds from the offering for general corporate purposes and
working capital requirements. The Company will not receive any of the net
proceeds from sales by the Selling Shareholders.
The
offering is being made pursuant to a Prospectus Supplement dated December 15,
2009 and an accompanying base prospectus, pursuant to the Company’s existing
shelf registration statement on Form S-3 (File No. 333-163159) which was
initially filed with the Securities and Exchange Commission (the “Commission”)
on November 17, 2009 and declared effective by the Commission on November 30,
2009.
The
foregoing descriptions of the Placement Agent Agreement, the Subscription
Agreements, the Advisory Agreement and the Lock-Up Agreements do not purport to
be complete and are qualified in their entirety by reference to the full text of
the forms of agreements, which are attached to this report as Exhibits 1.1,
10.1, 10.2 and 10.3, respectively, and incorporated by reference
herein.
Item
7.01. Regulation FD Disclosure.
On
December 18, 2009, the Company issued a press release announcing that it had
closed the offering. A copy of the press release is furnished as
Exhibit 99.1 to this report on Form 8-K. The information set forth in
this Item 7.01 and the attached Exhibit 99.1 is furnished to, but shall not be
deemed “filed” with, the Commission for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
incorporated by reference into any filing pursuant to the Securities Act of
1933, as amended, or the Exchange Act, except as otherwise expressly stated in
such a filing.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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1.1
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Placement
Agent Agreement among the Company, the Selling Shareholders identified
therein, RBC Capital Markets Corporation and Merriman Curhan Ford &
Co., dated December 15, 2009.
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10.1
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Form
of Subscription Agreement.
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10.2
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Financial
Advisory Agreement, dated December 2, 2009, between MDB Capital Group LLC
and interCLICK, Inc.
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10.3
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Form
of Lock-Up Agreement (Included in Exhibit 1.1 above).
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99.1
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Press
Release, dated December 18,
2009.
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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:
December 18, 2009
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interCLICK,
Inc.
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By:
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/s/ Michael Mathews
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Michael
Mathews
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Chief
Executive Officer
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