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): June 30, 2008
interCLICK,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-141141
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01-0692341
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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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200
Park Avenue South
Suite
908-909
New
York, NY
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10003
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (954) 712-0000
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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:
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
1.01. Entry
Into a Material Definitive Agreement.
On
June
30, 2008, interClick, Inc. (the “Company”)
entered into an employment agreement (the “Employment
Agreement”)
with
David Garrity. Pursuant to the terms of the Employment Agreement, Mr. Garrity
who is a member of the Company’s board of directors (the “Board”)
accepted the position of Chief Financial Officer (“CFO”)
of the
Company.
Mr.
Garrity will serve as CFO and report to the Board of the Company. Mr. Garrity
will have the powers and duties customarily associated with the position of
CFO.
Term
Mr.
Garrity will serve as CFO until June 30, 2010, unless his employment is
terminated in accordance with the terms of the Employment
Agreement.
Compensation
Mr.
Garrity will receive a base salary of $200,000 per annum. Mr. Garrity’s base
salary will be paid in accordance with the Company’s regular payroll practices.
Mr. Garrity will be eligible to receive a bonus equal to 50% of his base salary
upon the achievement of the performance of certain goals set forth by the Board.
The bonus will be paid 50% in cash and 50% in Company stock. The Company will
reimburse Mr. Garrity for all reasonable business expenses. Mr. Garrity will
be
entitled to participate in any employee benefit plans and insurance programs
offered by the Company. The Company agrees to pay 75% of Mr. Garrity’s premium
payments for such coverage. No later than August 1, 2008, Mr. Garrity will
receive 405,000 shares of the Company’s common stock which will be subject to
the terms and conditions of the Company’s 2007 Incentive Stock and Award Plan
(the “Plan”).
Pursuant to a resolution of the Board, such options will vest equally, on a
quarterly basis, over the course of a 3 year period. The exercise price for
the
options will be set in accordance with the Plan.
Termination
The
Company may terminate Mr. Garrity’s employment in the event of death,
disability, for cause (as that term is defined within the Employment Agreement)
or without cause. In the event the Company terminates Mr. Garrity without cause,
Mr. Garrity will be entitled to receive his base salary for a period of six
months, as well as benefits coverage. In the event Mr. Garrity is terminated
for
cause, Mr. Garrity will receive his base salary through the date of termination.
Restrictive
Covenants
Mr.
Garrity agrees that during the term of his employment and for six months
thereafter (the “Restrictive
Period”),
he
will not be employed by, provide services to, or have any interest in any
business that directly competes with any aspect of the Company’s business. Mr.
Garrity agrees that during the Restrictive Period, he will not without the
prior
permission of the Company, employ or retain or cause any other person to
solicit, employ or retain any person who is employed by or providing services
to
the Company. Mr. Garrity also agrees that during the Restrictive Period, he
will
not (i) solicit or accept any business that is related to the business of the
Company; (ii) request or cause any of the Company’s customers to cancel or
terminate any relationship they have with the Company; or (iii) request or
cause
any employee of the Company to breach any terms of the employee’s agreements
with the Company.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective
June 30, 2008 Michael D. Mathews, Chief Executive Officer of the Company
resigned from the position of Interim Chief Financial Officer. On June 30,
2008,
the Board voted to appoint David Garrity to the position of CFO. On June 30,
2008, Mr. Garrity accepted such appointment. Mr. Garrity’s employment is subject
to the terms of the Employment Agreement, as described above.
David
M.
Garrity, CFA, 48, was appointed to the Company’s board of directors on June 9,
2008 and hired as the Company’s CFO on June 30, 2008. Mr. Garrity was appointed
CFO on June 30, 2008. From 2006 to the present, Mr. Garrity has served as
Managing Director and Director of Research at Dinosaur Securities, LLC, located
in New York, NY. From 2005 through 2006, Mr. Garrity served as a Managing
Director and Director of Research for Hapoalim Securities USA, Inc. located
in
New York, NY. From 2004 to 2005, Mr. Garrity served as a Managing Director,
Market Strategist and Internet/IT Services Sector Analyst for Caris &
Company located in New York, NY. From 2002 to 2004 Mr. Garrity served as a
Managing Director of the IT Services Sector for American Technology Research,
Greenwich, CT. From 1999 to 2001, Mr. Garrity was Director and Coordinator
of
Global Automotive and United States B2B Software Sector Research of Dresdner
Kleinwort Wasserstein located in New York, NY. From 1997 to 1998, Mr. Garrity
was Executive Director and Senior Automotive Analyst of CIBC World Markets
located in New York, NY. From 1994 to 1997, Mr. Garrity was a Vice President
and
Senior Automotive Analyst of Salomon Smith Barney located in New York, NY.
Mr.
Garrity received a Bachelor of Arts from the College of the Holy Cross,
Worcester, MA in June 1983 and received a Master of Management from the J.
L.
Kellogg Graduate School of Management, Evanston, IL in June 1988.
On
May
28, 2008, we engaged Dinosaur Securities LLC (“Dinosaur”),
of
which Mr. Garrity was a Managing Director and Director of Research, to act
as
placement agent for the private placement of our common stock and warrants.
Pursuant to the engagement, Dinosaur received fees in the amount of $7,000
and
2,800 five-year warrants to purchase our common stock, par value $0.001 per
share, at an exercise price of $2.50.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Employment
Agreement
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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.
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interCLICK, INC. |
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| Dated: July
7, 2008 |
By: |
/s/ Michael
D. Mathews |
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Name: Michael D. Mathews
Title:
Chief Executive Officer
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EXHIBIT
INDEX
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Employment
Agreement
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