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): November 26, 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
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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257
Park Avenue South
Suite
602
New
York, NY
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10010
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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: (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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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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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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.
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On
November 26, 2008, Desktop Acquisition Sub, Inc. (“Desktop”), a wholly-owned
subsidiary of interCLICK, Inc. (the “Company”), closed on an Accounts Receivable
Financing Agreement (the “Crestmark Agreement”) with Crestmark Commercial
Capital Lending LLC (“Crestmark”). Under the Crestmark Agreement, Crestmark
agreed to purchase from Desktop certain agreed upon accounts receivables
(“Accounts”). The purchase price shall be equal to 80% of the net face amount of
the Accounts. Under certain circumstances, Crestmark may require Desktop
to
repurchase any purchased Accounts.
Desktop
shall pay Crestmark a servicing fee equal to 0.575% at the end of each 30-day
period from the date the Account is purchased until the date it has been
either
paid in full to Crestmark or charged to a reserve account by Crestmark. In
addition, Desktop shall pay Crestmark interest on 80% of the unpaid net face
amount of the Accounts at a rate of 1% over the prime rate published by the
Wall
Street Journal. Desktop is obligated to pay to Crestmark potential additional
fees equal to 15% of an Account in the event (i) payment for an Account is
received by Desktop and not immediately forwarded to Crestmark or (ii) Desktop
does not send out the necessary notice to the obligor of an Account.
As
collateral securing Desktop’s obligations under the Crestmark Agreement, Desktop
granted to Crestmark a first priority security interest in the assets of
Desktop, excluding shares of common stock it owns in Options Media Group
Holdings, Inc. The Crestmark Agreement contains standard representations
and
warranties for this type of transaction, as well as affirmative and negative
covenants, including Desktop providing monthly financial statements and not
transferring or granting an additional security interest in any of the
collateral.
Desktop
has agreed to indemnify Crestmark from any loss arising out of the assertion
of
any claim that a payment received by Crestmark for one of the purchased Accounts
is avoidable under United States bankruptcy law or other debtor relief statutes.
Upon the occurrence of an event of default, Crestmark may require Desktop
to
repurchase all purchased Accounts which remain unpaid.
The
initial term of the Crestmark Agreement is for six months from November 12,
2008, with automatic one-year renewals unless terminated by one of the parties.
If Desktop terminates the Crestmark Agreement, other than as permitted, it
will
be required to pay an early termination fee to Crestmark of 2% of the credit
facility of $3,500,000.
No
more
than 25% of the initial funding may be used to pay certain affiliates and
executives of Desktop and the Company. See Item 1.02 of this
Report.
| Item
1.02. |
Termination
of a Material Definitive
Agreement.
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On
November 26, 2008, upon funding of the Crestmark Agreement, the Company entered
into a letter agreement with Silicon Valley Bank (“Silicon Valley”), pursuant to
which the Company repaid all outstanding amounts owed (or $1,525,309.49)
by the
Company to Silicon Valley under a loan agreement previously reported on a
Form
8-K filed on October 15, 2008.
As
previously reported in a Form 8-K filed on October 1, 2008, the Company issued
two promissory notes in exchange for a loan of $650,000 from each of Barry
Honig
and GRQ Consultants, Inc. 401(K). On November 26, 2008, with the proceeds
from
the Crestmark Agreement, the Company repaid the $650,000 note issued to Mr.
Honig, who is Co-Chairman of the Company’s Board of Directors.
| Item
2.03. |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet
Arrangement of a
Registrant.
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The
information regarding Desktop’s entry into the Crestmark Agreement provided
under Item 1.01 above is hereby incorporated by reference. Desktop has received
$2,002,245.65 under the Crestmark Agreement including $1,525,309.49 used
to
repay Silicon Valley as described in Item 2.03 of this Report.
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 3, 2008
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interCLICK,
Inc. |
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By: |
/s/
Michael Mathews |
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Michael
Mathews |
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Chief
Executive Officer |