SC TO-T/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
TO
Amendment No. 2
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ARKONA, INC.
(Name of Subject Company (Issuer))
DA Acquisition Corp.
(Offeror)
A Wholly Owned Subsidiary of
DEALERTRACK HOLDINGS, INC.
(Parent of Offeror)
(Names of Filing Persons — (identifying status as offeror, issuer or other person)
Common Stock, Par Value $0.001 Per Share
(Including the Associated Preferred Stock Purchase Rights)
Series B Preferred Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
41268103
(CUSIP Number of Common Stock)
Eric D. Jacobs, Esq.
DealerTrack Holdings, Inc.
1111 Marcus Avenue, Suite M04
Lake Success, NY 11042
(516) 734-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Person)
Copies to:
Kathy A. Fields
Goodwin Procter LLP
Exchange Place
Boston, MA 02109
Telephone: (617) 570-1304
CALCULATION OF FILING FEE
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| Transaction Valuation* |
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Amount of Filing Fee |
$61,994,888 |
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$1,903.24 |
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Estimated for purposes of calculating the filing fee only. Based on
the offer to purchase all of the outstanding shares of Common Stock of
Arkona, Inc. at a purchase price of $1.38 cash per share and
33,484,740 shares of Common Stock issued and outstanding, outstanding
options with respect to 6,140,000 shares of Common Stock and
outstanding warrants with respect to 2,424,092 shares of Common Stock,
in each case as of April 30, 2007, and the offer to purchase all of
the outstanding shares of Series B Convertible Preferred Stock of
Arkona, Inc. at a purchase price of $6.90 cash per share, and 575,000
shares of Series B Preferred Stock outstanding as of April 30, 2007. |
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration number,
or the Form or Schedule and the date of its filing
Amount Previously Paid: |
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Amount Previously Paid: $1,903.24
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Filing Party: DealerTrack Holdings, Inc. |
Form or Registration No.: Schedule TO-T
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Date Filed: May 1, 2007 |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: þ
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on
Schedule TO filed on May 1, 2007 by DealerTrack Holdings, Inc., a Delaware corporation
(“DealerTrack”), and DA Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
DealerTrack (the “Purchaser”), as previously amended. This Schedule TO relates to the offer by the
Purchaser to purchase all outstanding shares of Common Stock, par value $0.001 per share, including
associated preferred stock purchase rights (the “Common Shares”), of Arkona, Inc., a Delaware
corporation (“Arkona”) at $1.38 per Common Share, net to the seller in cash, and to purchase all
outstanding shares of Series B Convertible Preferred Stock, par value $0.001 per share of Arkona
(the “Series B Preferred Shares” and together with the Common Shares, the “Shares”) at $6.90 per
Preferred Share, net to the Seller in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated May 1, 2007 (the “Offer to Purchase”) and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto, collectively constitute
the “Offer”). Capitalized terms used and not defined herein have the meanings ascribed to them in
the Offer to Purchase and the
Schedule TO. Except as specifically provided herein, this Amendment does not modify any of the
information previously reported on the Schedule TO.
Item 11. Additional Information.
The Schedule TO, which incorporates by reference the information contained in the Offer to
Purchase, is hereby amended and supplemented as follows:
The subsequent
offering period of the Offer expired at 5:00 p.m., New York City time, on
Monday, June 4, 2007. According to ComputerShare, the depositary for the Offer, as of 5:00 p.m.,
New York City time, June 4, 2007, 35,837,760 Shares were tendered pursuant to the Offer and not
withdrawn which represents
approximately 94% of all outstanding Shares. Purchaser has accepted all validly tendered Shares
for payment pursuant to the terms of the Offer.
On June 5, 2007, DealerTrack issued a press release announcing the expiration of the
subsequent offering period and the results of the Offer. The acquisition of Arkona will be
completed through a merger of the Purchaser into Arkona, after which Arkona will become a
wholly-owned subsidiary of DealerTrack. The merger will be implemented on an expedited basis
pursuant to the short-form merger procedure available under Delaware law. The full text of the
press release issued by DealerTrack is attached hereto as Exhibit (a)(5)(D) and is incorporated
herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended by adding thereto the following:
(a)(5)(D)
Press release issued by DealerTrack dated June 5, 2007.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: June 5, 2007
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DA ACQUISITION CORP.
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By: |
/s/ Mark O’Neil
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Name: |
Mark O’Neil |
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Title: |
President |
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DEALERTRACK HOLDINGS, INC.
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By: |
/s/ Mark O’Neil
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Name: |
Mark O’Neil |
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Title: |
President |
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EXHIBIT INDEX
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* (a)(1)(A)
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Offer to Purchase, dated May 1, 2007. |
* (a)(1)(B)
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Form of Letter of Transmittal. |
* (a)(1)(C)
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Form of Notice of Guaranteed Delivery. |
* (a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
* (a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
* (a)(1)(F)
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. |
(a)(2)
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Not applicable. |
(a)(3)
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Not applicable. |
(a)(4)
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Not applicable. |
* (a)(5)(A)
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Joint Press release issued by DealerTrack and Arkona dated April 27, 2007 (incorporated herein by reference
to Exhibit 99.1 to the Form 8-K filed by DealerTrack on April 27, 2007). |
* (a)(5)(B)
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Summary Newspaper Advertisement as published in The Wall Street Journal on May 1, 2007. |
* (a)(5)(C)
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Press release issued by DealerTrack, dated May 30, 2007. |
(a)(5)(D)
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Press release issued by DealerTrack, dated June 5, 2007. |
(b)
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Not applicable. |
* (d)(1)
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Agreement and Plan of Merger, dated as of April 26, 2007, among DealerTrack, the Purchaser and Arkona
(incorporated by reference to Exhibit 2.1 to the Form 8-K filed by DealerTrack on April 27, 2007). |
* (d)(2)
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Confidentiality Agreement, dated as of January 10, 2007, between DealerTrack and Arkona. |
* (d)(3)
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Tender and Support Agreement, dated as of April 26, 2007, among DealerTrack, the Purchaser and certain
stockholders of Arkona named therein (incorporated herein by reference to Exhibit 2.2 to the Form 8-K filed
by DealerTrack on April 27, 2007). |
* (d)(4)
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Employment Agreement, dated as of April 26, 2007, among Arkona, the Purchaser and Richard Holland. |
* (d)(5)
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Consulting Agreement, dated as of April 26, 2007, among DealerTrack and Alan D. Rudd. |
(g)
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Not applicable. |
(h)
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Not applicable. |