Delaware
|
7310
|
01-0692341
|
(State
or other jurisdiction of
|
(Primary
Standard Industrial
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Classification
Code Number)
|
Identification
No.)
|
Large
accelerated filer ¨
|
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company ý
|
Title of Each
Class of Securities
to be Registered
|
Amount to be
Registered(1)
|
Proposed
Maximum
Offering Price
Per Share(2)
|
Proposed
Maximum
Aggregate
Offering Price(2)
|
Amount of
Registration Fee(3)
|
||||||||||||
Common
stock, $0.001 par value per share
|
8,900,000 | $ | 1.895 | $ | 16,865,500 | $ | 941.09 |
|
·
|
2,400,000
shares of common stock purchased in our private
placement;
|
|
·
|
600,000
shares of common stock issuable upon exercise of warrants at $1.40 per
share issued to purchasers in our private placement;
and
|
|
·
|
5,900,000
shares of common stock beneficially owned by our President and Co-Chairmen
of our Board of
Directors.
|
Page
|
|
Prospectus
Summary
|
1
|
Risk
Factors
|
2
|
Forward-Looking
Statements
|
8
|
Use
of Proceeds
|
8
|
Capitalization
|
9
|
Private
Placement
|
9
|
Market
for Common Stock
|
9
|
Selected
Financial Data
|
10
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
11
|
Business
|
19
|
Management
|
22
|
Executive
Compensation
|
24
|
Related
Person Transactions
|
31
|
Principal
Shareholders
|
30
|
Selling
Shareholders
|
31
|
Plan
of Distribution
|
33
|
Description
of Securities
|
32
|
Legal
Matters
|
34
|
Experts
|
34
|
Where
You Can Obtain Additional Information
|
34
|
Index
to Consolidated Financial Statements
|
F-1
|
Common
stock outstanding prior to the offering:
|
41,335,387
shares
|
|
Common
stock offered by the selling shareholders:
|
8,300,000
shares. Includes 1,900,000 shares beneficially owned by Michael Katz, our
President. We agreed to register 1,900,000 shares by August 31,
2009 when we acquired Mr.Katz’s company on August 31, 2007. Also includes
2,000,000 shares beneficially owned by each of our Co-Chairmen, Michael
Brauser and Barry Honig. We are registering some of our Co-Chairmen’s
shares because we believe it will improve institutional
investor liquidity of our common stock. See the section of this
prospectus entitled “Related Person Transactions” beginning at page
___.
|
|
Common
stock offered by the selling shareholders
upon
exercise of warrants:
|
600,000
shares
|
|
Common
stock outstanding immediately following
the
offering:
|
41,935,387
shares
|
|
Use
of proceeds:
|
We
will not receive any proceeds from the sale of the shares of common stock
but will receive proceeds from the exercise of the warrants if the
warrants are exercised, which proceeds will be used for working capital
purposes.
|
|
Risk
Factors:
|
See
“Risk Factors” beginning on page __ of this prospectus for a discussion of
factors you should carefully consider before deciding to invest in shares
of our common
stock.
|
interCLICK, Inc.
|
||||||||||||||||
Six Months Ended
June 30,
|
Year Ended
December 31,
|
Period from June 14
(Inception) to
December 31,
|
||||||||||||||
(Unaudited)
|
||||||||||||||||
2009
|
2008
|
2008
|
2007
|
|||||||||||||
|
||||||||||||||||
Revenue
|
$ | 19,071,977 | $ | 8,235,596 | $ | 22,452,333 | $ | 6,654,768 | ||||||||
Gross
profit
|
$ | 9,007,374 | $ | 2,115,517 | $ | 7,107,996 | $ | 1,339,350 | ||||||||
Net
loss
|
$ | (1,001,076 | ) | $ | (7,683,047 | ) | $ | (12,025,539 | ) | $ | (3,232,967 | ) | ||||
Net
loss per share – basic and diluted
|
$ | (0.03 | ) | $ | (0.21 | ) | $ | (0.32 | ) | $ | (0.12 | ) | ||||
Weighted
average common shares (basic and diluted)
|
38,088,860 | 36,441,497 | 37,137,877 | 28,025,035 |
interCLICK, Inc.
|
||||||||
June 30,
2009
|
December 31,
2008
|
|||||||
(Unaudited)
|
||||||||
Cash
|
$ | 2,784,986 | $ | 183,871 | ||||
|
||||||||
Working
capital (deficit)
|
$ | 1,711,329 | $ | (1,438,181 | ) | |||
|
||||||||
Total
assets
|
$ | 24,316,602 | $ | 19,027,645 | ||||
|
||||||||
Total
current liabilities
|
$ | 12,729,691 | $ | 9,474,232 | ||||
|
||||||||
Accumulated
deficit
|
$ | (14,815,130 | ) | $ | (15,258,506 | ) | ||
|
||||||||
Total
shareholders’ equity
|
$ | 11,501,488 | $ | 9,471,222 |
|
·
|
Actual or anticipated variations
in our quarterly results of
operations;
|
|
·
|
Our failure to meet financial
analysts’ performance
expectations;
|
|
·
|
Our failure to achieve and
maintain profitability;
|
|
·
|
Short selling
activities;
|
|
·
|
The loss of major advertisers or
publishers;
|
|
·
|
Announcements by us or our
competitors of significant contracts, new products, acquisitions,
commercial relationships, joint ventures or capital
commitments;
|
|
·
|
The departure of key
personnel;
|
|
·
|
Regulatory
developments;
|
|
·
|
Changes in market valuations of
similar companies; or
|
|
·
|
The sale of a large amount of
common stock by our shareholders including those who invested prior to
commencement of trading.
|
|
(i)
|
we are current in our
filings,
|
|
(ii)
|
certain manner of sale
provisions,
|
|
(iii)
|
filing of Form 144,
and
|
|
(iv)
|
volume limitations limiting the
sale of shares within any three-month period to a number of shares that
does not exceed the greater of 1% of the total number of
outstanding shares or, the average weekly trading volume during the four
calendar weeks preceding the filing of a notice of
sale.
|
As of
June 30, 2009
|
||||
(Unaudited)
|
||||
Shareholders’
equity:
|
||||
Preferred
stock, $0.001 par value; 10,000,000 shares authorized, zero issued and
outstanding
|
- | |||
Common
stock, $0.001 par value; 140,000,000 shares authorized, 41,228,253 shares
issued and outstanding
|
$ | 41,228 | ||
Additional
paid-in capital
|
27,336,744 | |||
Accumulated
other comprehensive loss
|
(1,061,354 | ) | ||
Accumulated
deficit
|
(14,815,130 | ) | ||
Total
shareholders’ equity
|
$ | 11,501,488 |
Year
|
Quarter
Ended
|
Bid
Prices
|
||||||||
High
|
Low
|
|||||||||
2009
|
March
31, 2009
|
$ | 1.05 | $ | 0.55 | |||||
June
30, 2009
|
$ | 1.35 | $ | 0.60 | ||||||
2008
|
March
31, 2008
|
$ | 6.25 | $ | 3.56 | |||||
June
30, 2008
|
$ | 3.80 | $ | 2.60 | ||||||
September
30, 2008
|
$ | 3.49 | $ | 1.12 | ||||||
December
31, 2008
|
$ | 1.92 | $ | 0.45 | ||||||
2007
|
December 31,
2007
|
$ | 6.49 | $ | 5.10 |
|
(1)
|
Our
common stock began trading on the Bulletin Board on October 31,
2007.
|
Six Months Ended
June 30,
|
Year Ended
December 31,
|
Period from June
14, 2007 (Inception)
to December 31,
|
||||||||||||||
2009
|
2008
|
2008
|
2007
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
Revenues
|
$ | 19,071,977 | $ | 8,235,596 | $ | 22,452,333 | $ | 6,654,768 | ||||||||
Cost
of revenues
|
10,064,603 | 6,120,079 | 15,344,337 | 5,315,418 | ||||||||||||
Gross
profit
|
9,007,374 | 2,115,517 | 7,107,996 | 1,339,350 | ||||||||||||
Total
operating expenses
|
9,498,559 | 6,742,421 | 13,700,574 | 4,871,027 | ||||||||||||
Total
other income (expense)
|
(508,671 | ) | (1,246,861 | ) | (1,659,413 | ) | (239,290 | ) | ||||||||
Loss
from continuing operations before equity investment
|
(999,856 | ) | (5,873,765 | ) | (6,564,686 | ) | (3,232,967 | ) | ||||||||
Equity
in investee’s loss, net of income taxes
|
- | (249,128 | ) | (653,231 | ) | - | ||||||||||
Loss
from continuing operations
|
(999,856 | ) | (6,122,893 | ) | (7,217,917 | ) | (3,232,967 | ) | ||||||||
Net
loss
|
(1,001,076 | ) | (7,683,047 | ) | (12,025,539 | ) | (3,232,967 | ) | ||||||||
Net
loss per share (basic and diluted)
|
$ | (0.03 | ) | $ | (0.21 | ) | $ | (0.32 | ) | $ | (0.12 | ) | ||||
Weighted
average number of common shares outstanding
|
38,088,860 | 36,441,497 | 37,137,877 | 28,025,035 |
June 30
|
December 31
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
Cash and cash equivalents
|
$ | 2,784,986 | $ | 183,871 | ||||
Accounts receivable, net of
allowance
|
10,249,135 | 7,120,311 | ||||||
Due from factor
|
1,034,712 | 637,705 | ||||||
Total assets
|
24,316,602 | 19,027,645 | ||||||
Liability on transferred accounts
receivable
|
5,160,291 | 3,188,425 | ||||||
Accounts payable
|
6,372,241 | 5,288,807 | ||||||
Total liabilities
|
12,815,114 | 9,556,423 | ||||||
Accumulated deficit
|
(14,815,130 | ) | (15,258,506 | ) | ||||
Total shareholders’ equity
|
$ | 11,501,488 | $ | 9,471,222 |
|
·
|
In
the first six months of 2009, our revenues were $19,071,977 in contrast to
$8,235,596 for the same period in 2008, or an increase of
132%;
|
|
·
|
As
our revenues increased, our gross margins also increased substantially, as
our gross margins were 47.2% for the first six months of 2009 in contrast
to 25.7% for the same period of
2008;
|
|
·
|
We
raised gross proceeds of $2,500,000 in our private placement that closed
on June 22, 2009; and
|
|
·
|
We
increased our credit line to $5,500,000 in April 2009 to support the
growth of our business.
|
For the
Six
Months Ended
June 30, 2009
|
For the Six
Months
Ended
June 30, 2008
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Revenues
|
$ | 19,071,977 | $ | 8,235,596 | ||||
Cost
of revenues
|
10,064,603 | 6,120,079 | ||||||
Gross
profit
|
9,007,374 | 2,115,517 | ||||||
Total
operating expenses
|
9,498,559 | 6,742,421 | ||||||
Operating
income (loss) from continuing operations
|
(491,185 | ) | (4,626,904 | ) | ||||
Total
other income (expense)
|
(508,671 | ) | (1,246,861 | ) | ||||
Loss
from continuing operations before equity investment
|
(999,856 | ) | (5,873,765 | ) | ||||
Equity
in investee’s loss, net of income taxes
|
- | (249,128 | ) | |||||
Loss
from continuing operations
|
(999,856 | ) | (6,122,893 | ) | ||||
Loss
from discontinued operations, net of income taxes
|
(1,220 | ) | (1,560,154 | ) | ||||
Net
income (loss)
|
$ | (1,001,076 | ) | $ | (7,683,047 | ) | ||
Earnings
(loss) per share from continuing operations – basic and
diluted
|
$ | (0.03 | ) | $ | (0.17 | ) | ||
Loss
per share from discontinued operations – basic and diluted
|
$ | - | $ | (0.04 | ) | |||
Net
earnings (loss) per share – basic and diluted
|
$ | (0.03 | ) | $ | (0.21 | ) | ||
Weighted
average shares outstanding – basic
|
38,088,860 | 36,441,497 | ||||||
Weighted
average shares outstanding – diluted
|
38,088,860 | 36,441,497 |
For the
Three
Months Ended
June 30, 2009
|
For the Three
Months
Ended
June 30, 2008
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Revenues
|
$ | 10,648,686 | $ | 4,673,629 | ||||
Cost
of revenues
|
5,624,005 | 3,412,541 | ||||||
Gross
profit
|
5,024,681 | 1,261,088 | ||||||
Total
operating expenses
|
5,736,600 | 3,564,841 | ||||||
Operating
income (loss) from continuing operations
|
(711,919 | ) | (2,303,753 | ) | ||||
Total
other income (expense)
|
(322,324 | ) | (551,679 | ) | ||||
Loss
from continuing operations before equity investment
|
(1,034,243 | ) | (2,855,432 | ) | ||||
Equity
in investee’s loss, net of income taxes
|
- | (249,128 | ) | |||||
Loss
from continuing operations
|
(1,034,243 | ) | (3,104,560 | ) | ||||
Loss
from discontinued operations, net of income taxes
|
- | (843,168 | ) | |||||
Net
income (loss)
|
$ | (1,034,243 | ) | $ | (3,947,728 | ) | ||
Earnings
(loss) per share from continuing operations – basic and
diluted
|
$ | (0.03 | ) | $ | (0.09 | ) | ||
Loss
per share from discontinued operations – basic and diluted
|
$ | - | $ | (0.02 | ) | |||
Net
earnings (loss) per share – basic and diluted
|
$ | (0.03 | ) | $ | (0.11 | ) | ||
Weighted
average shares outstanding – basic
|
38,329,875 | 36,940,689 | ||||||
Weighted
average shares outstanding – diluted
|
38,329,875 | 36,940,689 |
For the
Year Ended
December 31, 2008
|
For the period
from June 14, 2007
(Inception) to
December 31, 2007
|
|||||||
Revenues
|
$ | 22,452,333 | $ | 6,654,768 | ||||
Cost
of revenues
|
15,344,337 | 5,315,418 | ||||||
Gross
profit
|
7,107,996 | 1,339,350 | ||||||
Total
operating expenses
|
13,700,574 | 4,871,027 | ||||||
Operating
loss from continuing operations
|
(6,592,578 | ) | (3,531,677 | ) | ||||
Total
other income (expense)
|
(1,659,413 | ) | (239,290 | ) | ||||
Loss
from continuing operations before income taxes
|
(8,251,991 | ) | (3,770,967 | ) | ||||
Income
tax benefit
|
1,687,305 | 538,000 | ||||||
Equity
in investee ’ s loss, net of income taxes
|
(653,231 | ) | - | |||||
Net
loss from discontinued operations, net of income taxes
|
(4,807,622 | ) | - | |||||
Net
loss
|
$ | (12,025,539 | ) | $ | (3,232,967 | ) | ||
Loss
per share from continuing operations – basis and diluted
|
$ | (0.19 | ) | $ | (0.12 | ) | ||
Loss
per share from discontinued operations – basis and diluted
|
$ | (0.13 | ) | $ | - | |||
Net
loss per share – basic and diluted
|
$ | (0.32 | ) | $ | (0.12 | ) | ||
Weighted
average shares outstanding – basic and diluted
|
37,137,877 | 28,025,035 |
|
·
|
the
timing and market acceptance of our new solutions and enhancements to
existing solutions developed by us;
|
|
·
|
continuing
our relationships with top quality
publishers;
|
|
·
|
our
customer service and support
efforts;
|
|
·
|
our
sales and marketing efforts; and
|
|
·
|
our
ability to remain price
competitive.
|
Location
|
Approximate Size
|
Monthly Cost(1)
|
Expiration Date
|
|||||
Executive
offices
New
York, NY
|
5,786
sq. ft.
|
$ | 25,073 |
December
31, 2014
|
||||
Technology
offices
Boca
Raton, FL
|
2,272
sq. ft.
|
$ | 3,313 |
February
2014
|
||||
Sales
office(2)
Chicago,
IL
|
3
workstations
|
$ | 1,400 |
June
30, 2010
|
||||
Sales
office
San
Francisco, CA
|
1,324
sq. ft.
|
$ | 3,089 |
July
31, 2014
|
||||
Sales
office(2)
Los
Angeles, CA
|
2
workstations
|
$ | 1,532 |
February
28,
2010
|
(1)
|
Our
leases typically have annual escalations ranging from 2.5% to 3.0%. In
addition, all leases typically have suchpass
throughs such as property taxes and
electricity.
|
(2)
|
These sales offices are located
in executive suites.
|
Name
|
Age
|
Position
|
||
Michael
Mathews
|
47
|
Chief
Executive Officer and Director
|
||
Michael
Katz
|
31
|
President
and Director
|
||
Roger
Clark
|
40
|
Chief
Financial Officer
|
||
Andrew
Katz
|
28
|
Chief
Technology Officer
|
||
Michael
Brauser
|
53
|
Co-Chairman
|
||
Barry
Honig
|
38
|
Co-Chairman
|
||
Brett
Cravatt
|
35
|
Director
|
|
·
|
Establishing
broad corporate policies and
|
|
·
|
Reviewing
the overall performance of
interCLICK.
|
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
|
Name
and
|
Option
|
|||||||||||||||||
Principal
Position
|
Year
|
Salary
|
Bonus
|
Awards
|
Total
|
|||||||||||||
(a)
|
(b)
|
($)(c)
|
($)(d)
|
($)(f)(1)
|
($)(j)
|
|||||||||||||
Michael
Mathews
|
2008
|
$ | 325,000 | $ | 70,000 | $ | 379,301 | $ | 774,301 | |||||||||
Chief
Executive Officer
|
2007
|
$ | 116,071 | $ | 50,000 | $ | 122,545 | $ | 288,616 | |||||||||
Michael
Katz
|
2008
|
$ | 250,000 | $ | 112,615 | $ | 50,162 | $ | 412,777 | |||||||||
President
|
2007
|
$ | 116,896 | $ | 0 | $ | 16,721 | $ | 133,617 | |||||||||
Andrew
Katz
|
2008
|
$ | 181,875 | $ | 0 | $ | 70,351 |
(2)
|
$ | 252,226 | ||||||||
Chief
Technology Officer
|
2007
|
$ | 84,583 | $ | 35,000 | $ | 4,618 | $ | 124,201 |
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
of his stock options and restricted stock immediately
vest
|
All
of his stock options and restricted stock immediately
vest
|
All
of his 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.
|
Plan
|
Number Authorized
|
Number Remaining
|
||||||
2007
Inventive Stock and Award Plan
|
4,225,000 | 313,750 | ||||||
2007
Equity Incentive Plan
|
4,500,000 | 0 |
Name Of Plan
|
Aggregate
Number of
Securities
Underlying
Options
Granted
|
Weighted
Average
Exercise
Price Per
Share
|
Aggregate
Number of
Securities
Available
for
Grant
|
|||||||||
Equity
compensation plans approved by security holders
|
0 | $ | 0 | 0 | ||||||||
Equity
compensation plans not approved by security holders
|
5,075,954 | $ | 1.50 | 424,046 | ||||||||
Total
|
5,075,954 | $ | 1.50 | 424,046 |
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)
|
|||||||||
Michael Mathews (1)
|
604,167 | 845,833 | 1.00 |
08/28/2012
|
|||||||||
Chief
Executive Officer (1)
|
83,333 | 166,667 | 1.00 |
10/12/2012
|
|||||||||
Michael
Katz (2)
|
75,000 | 225,000 | 1.00 |
08/31/2012
|
|||||||||
President
|
|||||||||||||
Andrew
Katz (3)
|
25,000 | 75,000 | 1.00 |
09/21/2012
|
|||||||||
Chief
Technology Officer (1)
|
0 | 200,000 | 1.31 |
06/16/2013
|
(1)
|
These
options vest over a three year
period.
|
(2)
|
These
options are fully vested.
|
(3)
|
These
options vest annually over a four year
period.
|
Name
|
Number of
Options |
Exercise Price per
Share |
Expiration Date
|
||||||
Michael
Mathews
|
1,450,000 | $ | 1.00 |
8/28/2012
|
|||||
Michael
Mathews
|
250,000 | $ | 1.00 |
10/12/2012
|
|||||
Michael
Mathews
|
200,000 | $ | 0.76 |
2/6/2014
|
|||||
Michael
Katz
|
300,000 | $ | 1.00 |
8/31/2012
|
|||||
Michael
Katz
|
700,000 | $ | 1.30 |
6/5/2014
|
|||||
Andrew
Katz
|
100,000 | $ | 1.00 |
9/21/2012
|
|||||
Andrew
Katz
|
200,000 | $ | 1.31 |
6/16/2013
|
|||||
Andrew
Katz
|
500,000 | $ | 1.30 |
6/5/2014
|
|||||
Michael
Brauser
|
100,000 | $ | 1.00 |
8/28/2012
|
|||||
Barry
Honig
|
100,000 | $ | 1.00 |
8/28/2012
|
|||||
Brett
Cravatt
|
300,000 | $ | 1.20 |
6/29/2014
|
|||||
Roger
Clark
|
500,000 | $ | 1.60 |
8/4/2014
|
Name
(a)
|
Option
Awards
($)
|
Total
($)
|
||||||
Michael
Brauser (1)(2)
|
$
|
22,289
|
$
|
22,289
|
||||
David
Garrity (1)(2)(3)(4)
|
$
|
26,915
|
$
|
26,915
|
||||
Barry
Honig (1)(2)
|
$
|
22,289
|
$
|
22,289
|
||||
Sanford
Rich (1)(2)(4)
|
$
|
22,289
|
$
|
22,289
|
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
257
Park Avenue South Ste. 602
New
York, NY 10010 (2)(3)(4)
|
2,483,333 | 5.8 | % | ||||||
Common Stock
|
Michael
Katz
257
Park Avenue South Ste. 602
New
York, NY 10010 (2)(3)(5)
|
2,200,000 | 5.3 | % | ||||||
Common
Stock
|
Andrew
Katz
|
172,917 | * | |||||||
4800
T-Rex Avenue Ste. 120
Boca Raton, FL
33431 (2)(6)
|
||||||||||
Common
Stock
|
Michael
Brauser
595
S. Federal Hwy. Ste. 600
Boca
Raton, FL 33432 (3)(7)
|
6,998,000 | 16.9 | % | ||||||
Common
Stock
|
Barry
Honig
595
S. Federal Hwy. Ste. 600
Boca
Raton, FL 33432 (3)(8)
|
6,052,545 | 14.6 | % | ||||||
Common
Stock
|
Brett
Cravatt
324
Bayview Drive
Hermosa
Beach, CA 90254 (3)(9)
|
37,500 | * | |||||||
Common
Stock
|
All
directors and executive officers
as
a group (7 persons)
|
18,005,962 | 41.5 | % | ||||||
5%
Shareholder
|
||||||||||
Common
Stock
|
Gerald
Unterman
610
Park Avenue Apt. 16A
New
York, NY 10065 (10)
|
4,256,000 | 10.2 | % |
*
|
Less
than 1%
|
(1)
|
Applicable percentages
are based on 41,335,387 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 after the
date of this prospectus 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.
|
(2)
|
An
executive officer.
|
(3)
|
A
director.
|
(4)
|
Includes
1,333,333 shares issuable upon exercise of options that are exercisable
within 60 days of the date of this
prospectus.
|
(5)
|
Includes
300,000 shares issuable upon exercise of options that are exercisable
within 60 days of the date of this
prospectus.
|
(6)
|
Includes
116,667 shares issuable upon exercise of options that are exercisable
within 60 days of the date of this prospectus Also includes 56,250 shares
of restricted common stock which vest semi-annually over a four year
period beginning June 30, 2009.
|
(7)
|
Includes
50,000 shares issuable upon exercise of options that are exercisable
within 60 days of the date of this prospectus. Also includes:
(i) 4,485,500 shares held in a Partnership of which Mr. Brauser is the
General Partner, (ii) 1,500,000 shares held jointly with his wife and
(iii) 950,000 shares held by a trust whereby his wife is the trustee and
beneficiary.
|
(8)
|
Includes
50,000 shares issuable upon exercise of options that are exercisable
within 60 days of the date of this prospectus. Includes shares
held in a 401(K) plan whereby Mr. Honig is the trustee. Also
includes 50,000 shares issuable upon the conversion of a note convertible
at $2.00 per share and 25,000 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.
|
(9)
|
Includes
37,500 shares issuable upon exercise of options that are exercisable
within 60 days of the date of this
prospectus.
|
(10)
|
Includes
500,000 shares issuable upon exercise of
warrants.
|
Name
|
Number of
securities
beneficially
owned before
offering
|
Number of
securities
to be
offered
|
Number of
securities
owned after
offering
|
Percentage of
securities
beneficially
owned after
offering
|
||||||||||||
Chestnut
Ridge Partners, LP (1)
|
492,500 | 375,000 | 117,500 | * | ||||||||||||
Mara
Gateway Associates, LP (2)
|
225,000 | 125,000 | 100,000 | * | ||||||||||||
Gerald
Unterman (3)
|
4,256,000 | 2,500,000 | 1,756,000 | 4.2 | % | |||||||||||
Michael
Katz (4)
|
2,200,000
|
1,900,000 | 300,000 | * | ||||||||||||
Michael
and Betsy Brauser (5)
|
6,998,000 | 2,000,000 | 4,998,000 | 11.9 | % | |||||||||||
Barry
Honig (6)
|
6,052,545 | 2,000,000 | 4,052,545 | 9.6 | % |
(1)
|
Includes
75,000 shares issuable upon the exercise of warrants that are being
registered under this prospectus.
|
(2)
|
Includes
25,000 shares issuable upon the exercise of warrants that are being
registered under this prospectus.
|
(3)
|
Includes
500,000 shares issuable upon the exercise of warrants that are being
registered under this prospectus.
|
(4)
|
Mr.
Michael Katz is the President of interCLICK and a
director.
|
|
(5)
|
Mr.
Michael Brauser is a Co-Chairman of our Board. Of the shares
being offered by Mr. Brauser in this prospectus: (i) 1,300,000 are held
jointly with his wife, Betsy and (ii) 700,000 shares are held by BMB
Holdings LLLP, of which Mr. Brauser is the General
Partner. Mrs. Brauser disclaims beneficial ownership of the
shares held by BMB Holdings LLLP.
|
|
(6)
|
Mr.
Barry Honig is a Co-Chairman of our
Board.
|
|
·
|
The
transaction is approved by the corporation’s Board of Directors prior to
the date the shareholder became an interested
shareholder;
|
|
·
|
Upon
closing of the transaction which resulted in the shareholder becoming an
interested shareholder, the shareholder owned at least 85% of the shares
of stock entitled to vote generally in the election of directors of the
corporation outstanding excluding those shares owned by persons who are
both directors and officers and specified types of employee stock plans;
or
|
|
·
|
On
or after such date, the business combination is approved by the Board of
Directors and at least 66 2/3% of outstanding voting stock not owned by
the interested shareholder.
|
|
·
|
Ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
·
|
Block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
Purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
·
|
An
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
Privately
negotiated transactions;
|
|
·
|
Short
sales;
|
|
·
|
Broker-dealers
may agree with the selling shareholders to sell a specified number of such
shares at a stipulated price per
share;
|
|
·
|
Writing
of options on the shares;
|
|
·
|
A
combination of any such methods of sale;
and
|
|
·
|
Any
other method permitted pursuant to applicable
law.
|
Page
|
||
Financial
Statements
|
||
Condensed
Consolidated Balance Sheets – June 30, 2009 (unaudited) and
December 31, 2008
|
F-2
|
|
Condensed
Consolidated Statements of Operations for the three and six months ended
June 30, 2009 and 2008 (unaudited)
|
F-3
|
|
Condensed
Consolidated Statement of Changes in Stockholders' Equity for the six
months ended June 30, 2009 (unaudited)
|
F-4
|
|
Condensed
Consolidated Statements of Cash Flows for the six months ended June 30,
2009 and 2008 (unaudited)
|
F-5
|
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
|
F-7
|
Page
|
||
Interclick,
Inc. (Formerly Customer Acquisition Network Holdings, Inc.)
Consolidated Financial Statements
|
||
Report
of Salberg & Company, P.A., Independent Registered Public Accounting
Firm
|
F-16 | |
Consolidated
Balance Sheets at December 31, 2008 and 2007
|
F-17 | |
Consolidated
Statements of Operations for the year ended December 31, 2008 and for the
period from June 14, 2007 (Inception) to December 31,
2007
|
F-18 | |
Consolidated
Statements of Changes in Stockholders' Equity for the year ended December
31, 2008 and for the period from June 14, 2007 (Inception) to
December 31, 2007
|
F-19 | |
Consolidated
Statements of Cash Flows for the year ended December 31, 2008 and for the
period from June 14, 2007 (Inception) to December 31,
2007
|
F-20 | |
Notes
to Consolidated Financial Statements
|
F-21 |
June 30, 2009
|
December 31, 2008
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 2,784,986 | $ | 183,871 | ||||
Accounts
receivable, net of allowance of $185,032 and $425,000,
respectively
|
10,249,135 | 7,120,311 | ||||||
Due
from factor
|
1,034,712 | 637,705 | ||||||
Prepaid
expenses and other current assets
|
372,187 | 94,164 | ||||||
Total
current assets
|
14,441,020 | 8,036,051 | ||||||
|
||||||||
Property
and equipment, net
|
523,432 | 596,913 | ||||||
Intangible
assets, net
|
510,593 | 610,113 | ||||||
Goodwill
|
7,909,571 | 7,909,571 | ||||||
Investment
in available-for-sale marketable securities
|
728,572 | 1,650,000 | ||||||
Deferred
debt issue costs, net of accumulated amortization of $28,250 and $6,667,
respectively
|
11,750 | 33,333 | ||||||
Other
assets
|
191,664 | 191,664 | ||||||
Total
assets
|
$ | 24,316,602 | $ | 19,027,645 | ||||
Liabilities
and Stockholders’ Equity
|
||||||||
Current
liabilities:
|
||||||||
Liability
on transferred accounts receivable
|
$ | 5,160,291 | $ | 3,188,425 | ||||
Senior
secured note payable - related party, net of debt discount of $11,500 and
$0, respectively
|
188,500 | 400,000 | ||||||
Convertible
note payable - related party
|
100,000 | - | ||||||
Payable
and promissory note settlement liability
|
- |