Attached files
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EX-99.2 - interCLICK, Inc. | v192492_ex99-2.htm |
EX-99.1 - interCLICK, Inc. | v192492_ex99-1.htm |
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 4, 2010
interCLICK,
Inc.
(exact
name of registrant as specified in its charter)
Delaware
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001-34523
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01-0692341
|
||
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
11
West 19th
Street
10th
Floor
New
York, NY
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10011
|
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(Address
of principal executive offices)
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(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:
¨
|
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))
|
o
|
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
See Item
5.02.
Item 2.02 Results of Operations and
Financial Condition.
On August 4, 2010, interClick, Inc.
(the “Company”) issued a press release announcing its financial results for the
quarter ended June 30, 2010 and business outlook for the third quarter and full
year 2010. The Company also held a conference call discussing the
results and outlook and issued a press release. The press release is
attached hereto as Exhibit 99.1.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain
Officers.
The Company’s Employment Agreements
with Michael Mathews, Roger Clark, Michael Katz and Andrew Katz (collectively,
the “Executives”) provide for payment of a bonus based on performance goals or
financial measures determined by the Company’s Board of
Directors, subject to the terms of the agreements. The
Board previously adopted annual milestones for the Company under which bonuses
for fiscal year 2010 would be paid to the Executives. Upon achieving
such milestones the Board of Directors agreed that bonuses would be paid to
the Executives.
The Board
of Directors on August 4, 2010 awarded one-half of the bonus amount that the
Executive would have earned if the full year Milestones were met prior to
meeting the previously established milestones (the “Benchmarks”) on the basis of
the Company’s mid-year performance (the “Bonuses”). As a condition to
receipt of the mid-year bonus, each of the Executives entered into an
agreement (the “Clawback Agreement”) under which the Executive will be required
to repay the Bonuses to the Company within ninety (90) days of notice from the
Company that the annual Benchmark has not been met and in the event that the
Company issues a restatement within 2 years as a result of which the Company
reports revised financial results in which the Benchmarks are not
met.
The form of Clawback Agreement
is attached hereto as Exhibit 99.2.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
|
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99.1
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Press
Release dated August 4, 2010
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99.2
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Form
of Clawback
Agreement
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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 hereunto
duly authorized.
Date:
August 4, 2010
interCLICK,
Inc.
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By:
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/s/
Michael Matthews
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Michael
Mathews
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Chief
Executive Officer
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Exhibit
Index
Exhibit No.
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Description
|
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99.1
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Press
Release dated August 4, 2010
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99.2
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Form
of Clawback
Agreement
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