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 10, 2010
interclick, inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-34523 | 01-0692341 | ||||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||||
of incorporation) | Identification No.) |
11 West 19th Street 10th Floor New York, NY | 10011 | |||
(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)) |
Entry into a Material Definitive Agreement. |
The Loan Agreement is secured by a first priority perfected security interest in substantially all of the Company’s assets. The Loan Agreement contains affirmative covenants that, among other things, requires the Company to deliver to SVB specified financial information, including annual, quarterly and monthly financial information and to maintain an Adjusted Quick Ratio (“AQR”)- defined as the Company’s unrestricted cash maintained with SVB plus net billed accounts receivable divided by current liabilities (including all amounts due under the Loan Agreement) less deferred revenue- of at least 1.00x. The Loan Agreement also contains negative covenants that limit the Company’s ability to (or to permit any subsidiaries to), subject to certain exceptions and limitations, merge with or acquire other companies, create liens on its property, incur debt obligations, enter into transactions with affiliates, except on an arm’s length basis, dispose of property or issue dividends or make distributions. Any failure by the Company to comply with these covenants and any other obligations under the Loan Agreement could result in an event of default which could lead to acceleration of the amounts owed and other remedies.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 1.02. | Termination of a Material Definitive Agreement. |
The Company repaid all outstanding amounts owed by the Company to Crestmark Commercial Capital Lending, LLC (“Crestmark”) under a Accounts Receivable Financing Agreement. Upon repayment, Crestmark terminated its security interest in the Company’s assets.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information regarding the Company’s entry into the Loan Agreement provided under Item 1.01 above is hereby incorporated by reference.
Item 8.01 | Other Events |
On September 16, 2010, the Company issued a press release announcing its entry into the Loan Agreement.
Item 9.01 | Financial Statements and Exhibits |
(d) The following exhibits are filed with this report:
Exhibit | ||
Number | Description | |
10.1 | Loan and Security Agreement dated September 10, 2010 | |
99.1 | Press Release |
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 16, 2010
interclick, inc. | ||
By: | /s/ Michael Mathews | |
Michael Mathews | ||
Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
10.1 | Loan and Security Agreement dated September 10, 2010 | |
99.1 | Press Release |