Unassociated Document
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 5, 2009
interCLICK,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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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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257
Park Avenue South
Suite
602
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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:
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
5, 2009, the Board of Directors of interCLICK, Inc. (the “Company”) amended the
2007 Incentive Stock and Award Plan (the “Plan”) to increase the number of
shares reserved under the Plan from 1,225,000 to 3,725,000 shares.
Item
5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June
5, 2009, the Company appointed Brett Cravatt as a director of the
Company. Mr. Cravatt was also appointed to serve on the Company’s
Audit Committee, Nominating Committee and Compensation Committee.
Mr.
Cravatt is the founder and Chief Executive Officer of WebYES!
LLC. WebYES! finds new customers every day online for clients in
select verticals by designing, creating and marketing web properties tailored to
specific consumer products and services. Prior to WebYES!, Mr.
Cravatt served as the Chief Operating Officer of Vendare Media (now
Connexus). Mr. Cravatt was responsible for Vendare Media’s P&L,
and was the overall architect for the company’s product offerings. He directly
oversaw product management and development for Vendare Media’s display
advertising business (Traffic MarketPlace), lead generation, email marketing
products as well as its Internet search and direct navigation products. Vendare
Media’s online marketing revenues grew from $6 million to over $125 million
annually under Mr. Cravatt’s guidance. Mr. Cravatt joined Vendare Media in March
2001 via the acquisition of SportSkill.com, a fantasy sports software company
co-founded by Mr. Cravatt. Prior to SportSkill.com, Mr. Cravatt was a corporate
securities attorney for Loeb & Loeb, LLP, where he handled various corporate
matters for start-up companies and Fortune 1000 clients. At Loeb & Loeb, Mr.
Cravatt advised clients on corporate securities matters including public
offering registrations, and general corporate matters such as strategic
alliance, merger, and license agreements. Mr. Cravatt holds a Bachelor's degree
in Political Science from U. C. Berkeley and a J. D. from Stanford Law
School.
Additionally,
David Garrity and Sanford Rich resigned as directors and Audit Committee members
on June 5th. Mr.
Garrity remains the Company’s Chief Financial Officer.
The
Company granted Michael Katz, its President, 700,000 stock options and
accelerated the vesting of 300,000 stock options previously granted to
him. The Company also granted Andrew Katz, its Chief Technology
officer, 500,000 stock options. All of the new option grants vest
quarterly over a four year period and are exercisable at $1.30 per
share.
Item
8.01. Other
Events.
On June 5, 2009, the Board of Directors
of the Company approved the extension of the due date of a $100,000 6% Senior
Promissory Note (the “Note”) from June 30, 2009 until December 30, 2009. The
Note is held by GRQ Consultants, Inc. 401(k), an affiliate of Barry Honig, the
Co-Chairman of the Board. In addition, the Note which was previously not
convertible, was made convertible at $2.00 per share, subject to adjustment for
stock splits, stock dividends, combinations and similar
events.
Item
9.01. Financial Statements
and Exhibits.
(c)
Exhibits
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Exhibit No.
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Exhibit
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10.1
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Third
Amendment to the 2007 Incentive Stock and Award
Plan
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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 thereunto duly
authorized.
Date:
June 11, 2009
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interCLICK,
Inc.
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By:
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/s/ Michael
Mathews |
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Michael
Mathews
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Chief
Executive Officer
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