o
Preliminary Proxy Statement
|
o
|
Confidential,
for Use of the Commission
|
Only
(as permitted by Rule 14a-6(e)(2))
|
||
þ Definitive Proxy
Statement
|
o
|
Definitive
Additional Materials
|
o Soliciting
Materials Pursuant to §240.14a-12
|
þ
|
No
fee required.
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
$_____
per share as determined under Rule 0-11 under the Exchange
Act.
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
o
|
Fee
paid previously with preliminary
materials.
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
previously paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
1.
|
To
elect members to our Board of
Directors;
|
|
2.
|
To
approve an amendment to our 2007 Incentive Stock and Award Plan increasing
the shares available for grant;
|
3.
|
To
ratify the appointment of our independent registered public accounting
firm for 2010; and
|
4.
|
For
the transaction of such other matters as may properly come before the
Annual Meeting.
|
By
the Order of the Board of Directors
|
|
/s/ Michael Mathews
|
|
Michael
Mathews
|
|
Chief
Executive Officer
|
1. | Vote by Internet. The website address for Internet voting is on your proxy card. | |
|
2.
|
Vote by
mail. Mark, date, sign and mail promptly the enclosed
proxy card (a postage-paid envelope is provided for mailing in the United
States).
|
|
3.
|
Vote in
person. Attend and vote at the Annual
Meeting.
|
1. | Vote by Internet. The website address for Internet voting is on your vote instruction form. | |
2. | Vote by telephone. The toll-free number for telephone voting is on your vote instruction form. | |
|
3.
|
Vote by
mail. Mark, date, sign and mail promptly your vote
instruction form (a postage-paid envelope is provided for mailing in the
United States).
|
|
4.
|
Vote in
person. Obtain a valid legal proxy from the organization
that holds your shares and attend and vote at the Annual
Meeting.
|
Proposal
|
Vote Required
|
Broker
Discretionary
Vote Allowed
|
||
Election
of Directors
|
Plurality
of the votes cast (the five directors receiving the most “For”
votes)
|
No
|
||
Increase
the Shares Authorized Under the Plan
|
A
majority of the votes cast
|
No
|
||
Appointment
of the Independent Registered Public Accounting Firm
|
|
A
majority of the votes cast
|
|
Yes
|
Name
|
|
Age
|
|
Position
|
Michael
Brauser
|
54
|
Co-Chairman
|
||
Barry
Honig
|
39
|
Co-Chairman
|
||
Brett
Cravatt
|
36
|
Director
|
||
Michael
Katz
|
31
|
Director
|
||
Michael
Mathews
|
48
|
Director
|
Name
|
Independent
|
Audit
|
Compensation
|
Nominating
|
||||||||||||
Michael
Brauser
|
P | P | P | P | ||||||||||||
Barry
Honig
|
P | P | P | P | ||||||||||||
Brett
Cravatt
|
P | P | P | P | ||||||||||||
Michael
Katz
|
||||||||||||||||
Michael
Mathews
|
Option
|
||||
Name
|
Awards
|
|||
(a)
|
($) (1)
|
|||
Michael
Brauser (2)
|
322,000
|
|||
Brett
Cravatt (3)
|
300,000
|
|||
David
Garrity (4)
|
12,400
|
|||
Barry
Honig (2)
|
322,000
|
|||
Sanford
Rich (4)
|
-
|
Title of Class
|
Name and
Address of Beneficial Owner
|
Amount of Beneficial
Ownership (1)
|
Percent
Beneficially
Owned (1)
|
|||||||
Directors
and Executive Officers:
|
||||||||||
Common Stock
|
Michael
Mathews
11
West 19th
Street, 10th
Floor
New
York, NY 10011 (2)(3)(4)
|
1,328,750
|
5.
2
|
%
|
||||||
Common Stock
|
Michael
Katz
11
West 19th
Street, 10th
Floor
New
York, NY 10011(2)(3)(5)
|
997,500
|
4.2
|
%
|
||||||
Common
Stock
|
Andrew
Katz
|
152,958
|
*
|
|||||||
4800
T-Rex Avenue Suite 120
Boca
Raton, FL 33431 (2)(6)
|
||||||||||
Common
Stock
|
Roger
Clark
|
76,500
|
*
|
|||||||
11
West 19th
Street, 10th
Floor
|
||||||||||
New
York, NY 10011 (2)(7)
|
||||||||||
Common
Stock
|
Michael
Brauser
595
S. Federal Hwy. Suite 600
Boca
Raton, FL 33432 (3)(8)
|
1,856,500
|
7.8
|
%
|
||||||
Common
Stock
|
Barry
Honig
595
S. Federal Hwy. Suite 600
Boca
Raton, FL 33432 (3)(9)
|
1,363,268
|
5.7
|
%
|
||||||
Common
Stock
|
Brett
Cravatt
324
32324 Bayview Drive
Hermosa
Beach, CA 90254 (3)(10)
|
37,500
|
*
|
|||||||
Common
Stock
|
All
directors and executive officers
as
a group (9 persons)
|
5,944,043
|
23.6
|
%
|
||||||
5%
Shareholders:
|
||||||||||
Common
Stock
|
Gerald
Unterman
610
Park Avenue Apt. 16A
New
York, NY 10065 (11)
|
2,128,250
|
8.9
|
%
|
||||||
Common
Stock
|
Palo
Alto Investors
|
1,600,000
|
6.8
|
%
|
||||||
470
University Avenue
|
||||||||||
Palo
Alto, CA 94301 (12)
|
(1)
|
Applicable percentages are
based on 23,694,272 shares outstanding adjusted as required by rules of
the SEC. Beneficial ownership is determined under the rules of
the SEC and generally includes voting or investment power with respect to
securities. A person is deemed to be the beneficial owner of
securities that can be acquired by such person within 60 days whether upon
the exercise of options or otherwise. Shares of common stock
subject to options, warrants and convertible notes currently exercisable
or convertible, or exercisable or convertible within 60 days are deemed
outstanding for computing the percentage of the person holding such
securities but are not deemed outstanding for computing
the percentage of any other person. Unless otherwise
indicated in the footnotes to this table, interCLICK believes that each of
the shareholders named in the table has sole voting and investment power
with respect to the shares of common stock indicated as beneficially owned
by them. References to within 60 days in the Notes below refer
to 60 days of the record
date.
|
(2)
|
An executive
officer.
|
(3)
|
A
director.
|
(4)
|
Includes 868,750 shares issuable
upon exercise of options that are exercisable within 60
days.
|
(5)
|
Includes 237,500 shares issuable
upon exercise of options that are exercisable within 60
days.
|
(6)
|
Includes 120,833 shares issuable
upon exercise of options that are exercisable within 60
days.
|
(7)
|
Includes 62,500 shares issuable
upon exercise of options that are exercisable within 60
days.
|
(8)
|
Includes 25,000 shares issuable
upon exercise of options that are exercisable within 60
days. Also includes: (i) 1,007,500 shares held in a Partnership
of which Mr. Brauser is the General Partner, (ii) 100,000 shares held
jointly with his wife and (iii) 475,000 shares held by a trust whereby his
wife is the trustee and
beneficiary.
|
(9)
|
Includes 25,000 shares issuable
upon exercise of options that are exercisable within 60
days. Includes shares held in a 401(K) plan whereby Mr. Honig
is the trustee. Also includes 12,500 shares issuable upon the
exercise of warrants. Does not include shares beneficially
owned by Mr, Honig’s father, Alan Honig. Mr. Alan Honig
beneficially owns less than 5% of our common stock for various accounts
including as custodian for Mr. Barry Honig’s minor
children. Mr. Barry Honig disclaims the beneficial ownership of
any shares held by his father, Mr. Alan
Honig.
|
(10)
|
Includes 37,500 shares issuable
upon exercise of options that are exercisable within 60
days.
|
(11)
|
Includes 250,000 shares issuable
upon exercise of warrants.
|
(12)
|
Based on information in a
Schedule 13G filed with the SEC which provided beneficial ownership as of
December 31, 2009.
|
Name
|
Age
|
Position
|
||
Michael
Mathews
|
48
|
Chief
Executive Officer
|
||
Michael
Katz
|
31
|
President
|
||
Roger
Clark
|
41
|
Chief
Financial Officer
|
||
Andrew
Katz
|
29
|
Chief
Technology Officer
|
||
Jason
Lynn
|
37
|
Chief
Strategy Officer
|
||
Dave
Myers
|
40
|
Executive
Vice President,
Operations
|
Non-Equity
|
||||||||||||||||||||||||||
Name and
|
Stock
|
Option
|
Incentive Plan
|
|||||||||||||||||||||||
Principal Position
|
Year
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Total
|
|||||||||||||||||||
(a)
|
(b)
|
($)(c)
|
($)(d)
|
($)(e)(1)
|
($)(f)(1)
|
($)(g)(2)
|
($)(j)
|
|||||||||||||||||||
Michael
Mathews
|
2009
|
347,618
|
-
|
-
|
124,000
|
177,500
|
649,118
|
|||||||||||||||||||
Chief
Executive Officer
|
2008
|
325,000
|
-
|
-
|
-
|
70,000
|
395,000
|
|||||||||||||||||||
Michael
Katz
|
2009
|
295,833
|
60,000
|
-
|
763,000
|
90,000
|
1,208,833
|
|||||||||||||||||||
President
|
2008
|
250,000
|
-
|
-
|
-
|
112,615
|
362,615
|
|||||||||||||||||||
Andrew Katz (3)
|
2009
|
243,750
|
-
|
56,250
|
545,000
|
123,750
|
968,750
|
|||||||||||||||||||
Chief Technology
Officer (4)
|
2008
|
181,875
|
-
|
-
|
354,000
|
56,250
|
592,125
|
|||||||||||||||||||
Roger Clark (5)
|
2009
|
89,732
|
66,575
|
37,400
|
785,000
|
45,925
|
1,024,632
|
|||||||||||||||||||
Chief
Financial Officer
|
(1)
|
The
amounts in these columns represent the fair value of the award as of the
grant date as computed in accordance with FASB ASC Topic 718 and the
recently revised SEC disclosure rules. These rules also require prior year
amounts to be recalculated in accordance with the rule (and therefore any
number previously disclosed in our 2008 Form 10-K regarding our Named
Executive Officers compensation on this table or any other table may not
reconcile.) These amounts represent awards that are paid in
shares of common stock or options to purchase shares of our common stock
and do not reflect the actual amounts that may be realized by the Named
Executive Officers.
|
(2)
|
Represents
a cash bonus based on the satisfaction of a performance target of which
the outcome was substantially uncertain to occur at the time it was
established. Under SEC rules, when a cash bonus is substantially
uncertain, the bonus is disclosed in this
column.
|
(3)
|
Includes
28,125 shares of restricted common stock which vesting terms were modified
to provide for vesting each calendar quarter from
semi-annually.
|
(4)
|
Includes
100,000 options with an exercise price of $2.62 per share (reduced from
$5.90 per share).
|
(5)
|
Mr.
Roger Clark has been our Chief Financial Officer since August 7,
2009. Although he is not a Named Executive Officer as defined
by SEC regulations, interCLICK is voluntarily disclosing Mr. Clark’s
compensation.
|
|
|
Michael Mathews
|
Roger Clark
|
Michael Katz
|
|
Andrew Katz
|
||
|
|
|
|
|||||
Death
|
|
None
|
None
|
12 months base salary
|
|
None
|
||
Total Disability
|
|
None
|
None
|
12 months base salary
|
|
None
|
||
Dismissal
Without Cause
|
18
months base salary and 1,350,000 stock options immediately
vest
|
The
greater of 12 months base salary or the remainder of the base salary due
under the employment agreement and all stock options or shares of
restricted stock immediately vest
|
The
greater of 12 months base salary or the reminder of the base salary due
under the employment agreement
|
Six
months base salary
|
||||
Resignation
for Good
Reason
(1)
|
18
months base salary and 1,350,000 stock options immediately
vest
|
12
months base salary and all stock options or shares of restricted stock
scheduled to vest within one year immediately vest
|
The
greater of 12 months base salary or the remainder of the base salary due
under the employment agreement
|
Six
months base salary
|
||||
Change
of Control
|
All
stock options and restricted stock immediately vest
|
All
stock options and restricted stock immediately vest
|
All
stock options and restricted stock immediately vest
|
None
|
||||
Expiration
of Initial Term and interCLICK does not renew
|
|
None
|
None
|
The
greater of 12 months base salary or the remainder of the base salary due
under the employment agreement
|
|
None
|
(1)
|
Generally, good reason in the
above agreements include the material diminution of the executives’
duties, any material reduction in base salary without consent, the
relocation of the geographical location where the executive performs
services or any other action that constitutes a material breach by
interCLICK under the employment
agreements.
|
Outstanding
Equity Awards At 2009 Fiscal Year-End
|
|||||||||||||||||||||
Option
Awards
|
Stock
Awards
|
||||||||||||||||||||
Name
(a)
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)
|
Option
Exercise
Price
($)
(e)
|
Option
Expiration
Date
(f)
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
(g)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
(h)
|
|||||||||||||||
Michael
Mathews
|
543,750
|
181,250
|
(1)
|
2.00
|
8/28/12
|
||||||||||||||||
83,333
|
41,667
|
(2)
|
2.00
|
10/12/12
|
|||||||||||||||||
100,000
|
0
|
1.52
|
2/6/14
|
||||||||||||||||||
|
|||||||||||||||||||||
Michael
Katz
|
150,000
|
0
|
2.00
|
8/31/12
|
|||||||||||||||||
65,625
|
284,375
|
(3)
|
2.60
|
6/5/14
|
|||||||||||||||||
Andrew
Katz
|
25,000
|
25,000
|
(4)
|
2.00
|
9/21/12
|
||||||||||||||||
33,333
|
(5)
|
66,667
|
(5)
|
2.62
|
9/24/13
|
||||||||||||||||
46,875
|
203,125
|
(3)
|
2.60
|
6/5/14
|
|||||||||||||||||
21,094
|
(6)
|
110,322
|
(6)
|
||||||||||||||||||
Roger
Clark
|
41,667
|
208,333
|
(7)
|
3.20
|
8/7/14
|
||||||||||||||||
10,000
|
(8)
|
52,300
|
(8)
|
(1)
|
These options vest quarterly over
a three year period. The remaining options vest on February 28, 2010, May
28, 2010 and August 28,
2010.
|
(2)
|
These
options vest quarterly over a three year period. The remaining options
vest on January 12, 2010, April 12, 2010, July 12, 2010 and October 12,
2010.
|
(3)
|
These
options vest quarterly over a four year period. The remaining options vest
on March 31, 2010, June 30, 2010, September 30, 2010, December 31,
2010, March 31, 2011, June 30, 2011, September 30, 2011,
December 31, 2011, March 31, 2012, June 30, 2012, September 30, 2012,
December 31, 2012 and March 31,
2013.
|
(4)
|
These
options vest annually over a four year period. The remaining
options vest on September 21, 2010 and
2011.
|
(5)
|
These
options vest annually over a three year period. During 2008,
the exercise price was changed from $5.90 per share to $2.62 per
share. The remaining options vest on September 24, 2010 and
2011.
|
(6)
|
These
shares vest quarterly over a four year period and the remaining vesting
dates are March 31, 2010, June 30, 2010, September 30, 2010, December 31,
2010, March 31, 2011, June 30, 2011, September 30, 2011, December 31,
2011, March 31, 2012, June 30, 2012, September 30, 2012 and December 31,
2012. The market value was calculated based on the product of the December
31, 2009 closing price of $5.23 and the number of shares remaining
unvested at December 31, 2009.
|
(7)
|
These
options vest quarterly over a three year period and the remaining vesting
dates are March 31, 2010, June 30, 2010, September 30, 2010, December 31,
2010, March 31, 2011, June 30, 2011, September 30, 2011, December 31,
2011, March 31, 2012 and June 30,
2012.
|
(8)
|
These
shares vested on February 6, 2010. The market value was
calculated based on the product of the December 31, 2009 closing price of
$5.23 and the number of shares remaining unvested at December 31,
2009.
|
No.
of securities
|
No.
of
|
|||||||||||
to
be issued
|
Weighted
|
securities
|
||||||||||
upon
exercise
|
average
|
remaining
|
||||||||||
of
outstanding
|
exercise
|
available
for
|
||||||||||
options
and
|
price per
|
grant
under
|
||||||||||
warrants
|
share
|
Plans
|
||||||||||
Equity
compensation plans approved by security holders (1)
(2)(3)
|
5,294,167
|
$
|
2.73
|
340,208
|
||||||||
Equity
compensation plans not approved by security holders
|
0
|
N/A
|
||||||||||
Total
|
5,294,167
|
$
|
2.73
|
340,208
|
(1)
|
Because they are identical, for
purposes of this table, we have combined the
Plans.
|
(2)
|
Includes
two option grants granted outside of the Plans, including 150,000 5-year
stock options to purchase common stock exercisable at $2.40 per share
granted to a director. Includes 150,000 warrants issued to a consultant
exercisable at $4.24 per share.
|
(3)
|
On October 23, 2009, our
shareholders ratified the adoption of our equity compensation
plans.
|
|
·
|
reviewed
with management the audited financial statements included in the Annual
Report on Form 10-K;
|
|
·
|
met
privately with the independent registered public accounting firm and
discussed matters required by Statement on Auditing Standards
No. 61;
|
|
·
|
discussed
with the independent registered public accounting firm their independence
from management and interCLICK;
|
|
·
|
the
Audit Committee has received the written disclosures and the letter from
the independent registered public accounting firm, which is required by
the Independence Standards Board Standard No. 1, and considered
whether the provision of non-audit services was consistent with
maintaining this firm’s independence;
and
|
|
·
|
in
reliance on the reviews and discussions with management and the auditors
referred to above, the Audit Committee recommended to the Board that the
audited financial statements be included in the Annual Report on
Form 10-K for the year ended December 31, 2009 for filing with
the SEC.
|
2009
|
2008
|
|||||||
Audit
Fees (1)
|
$
|
109,531
|
$
|
133,000
|
||||
Audit
Related Fees (2)
|
$
|
50,944
|
$
|
14,000
|
||||
Tax
Fees
|
$
|
-
|
$
|
-
|
||||
All
Other Fees
|
$
|
-
|
$
|
-
|
(1)
|
Audit fees – these fees relate to
the audits of our annual consolidated financial statements and the review
of our interim quarterly consolidated financial
statements.
|
(2)
|
Audit related fees – these fees
for the year ended December 31, 2009 and 2008 were for professional
services rendered for assistance with reviews of documents filed with the
SEC.
|
By
the Order of the Board of Directors
|
|
/s/
Michael Mathews
|
|
Michael
Mathews
|
|
Chief
Executive Officer
|