SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Schedule TO

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 Convertible Preferred Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

41268103

(CUSIP Number of Common Stock)

Eric D. Jacobs, Esq.

Senior Vice President, General Counsel and Secretary

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 Persons)

 

 

 

Copy to:

 

Kathy A. Fields, Esq.
Goodwin Procter LLP
Exchange Place
Boston, MA 02109
Telephone: (617) 570-1000

 

CALCULATION OF FILING FEE

 

 

 

     Amount Previously Paid: None.

     Form or Registration No.: Not applicable.

     Filing Party: Not applicable.

     Date Filed: Not applicable.

 

 

x third-party tender offer subject to Rule 14d-1.

 

o issuer tender offer subject to Rule 13e-4.

 

o going-private transaction subject to Rule 13e-3.

 

o 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:  o

 

 

This Tender Offer Statement on Schedule TO is filed by DealerTrack Holdings, Inc., a Delaware corporation (“DealerTrack”), and DA Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of DealerTrack (the “Purchaser”). 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, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

 

 

The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.

 

 

 

 

 

 

The information set forth in Section 9 of the Offer to Purchase, entitled “Certain Information Concerning DealerTrack and the Purchaser” is incorporated herein by reference.

 

 

The information set forth in the Offer to Purchase is incorporated herein by reference.

 

 

The information set forth in the “Introduction,” Section 9, entitled “Certain Information Concerning DealerTrack and the Purchaser,” Section 11, entitled “Background of the Offer; Past Contacts, Negotiations and Transaction,” Section 12, entitled “Purpose of the Offer; Plans for Arkona; Other Matters,” and Section 13 “The Merger Agreement; Other Agreements,” of the Offer to Purchase is incorporated herein by reference.

 

 

The information set forth in the “Introduction,” Section 7, entitled “Effect of the Offer on the Market for the Common Shares; OTCBB Listing; Exchange Act Registration,” Section 12, entitled “Purpose of the Offer; Plans for Arkona; Other Matters,” and Section 13, entitled “The Merger Agreement; Other Agreements,” of the Offer to Purchase is incorporated herein by reference.

 

The information set forth in Section 10 of the Offer to Purchase, entitled “Source and Amount of Funds” is incorporated herein by reference.

 

 

The information set forth in the “Introduction,” Section 9, entitled “Certain Information Concerning DealerTrack and the Purchaser,” and Section 13, entitled “The Merger Agreement; Other Agreements,” of the Offer to Purchase is incorporated herein by reference.

 

 

The information set forth in Section 11, entitled “Background of the Offer; Past Contacts, Negotiations and Transactions,” Section 12, entitled “Purpose of the Offer; Plans for Arkona; Other Matters,” Section 13, entitled “The Merger Agreement; Other Agreements,” and Section 16, entitled “Fees and Expenses,” of the Offer to Purchase is incorporated herein by reference.

 

 

Not applicable.

 

 

(a)(1) The information set forth in the “Introduction,” Section 9, entitled “Certain Information Concerning DealerTrack and the Purchaser,” and Section 13, entitled “The Merger Agreement; Other Agreements,” of the Offer to Purchase is incorporated herein by reference.

 

(a)(2),(3) The information set forth in Section 13, entitled “The Merger Agreement; Other Agreements,” Section 14, entitled “Conditions of the Offer,” and Section 15, entitled “Certain Legal Matters,” of the Offer to Purchase is incorporated herein by reference.

 

(a)(4) The information set forth in Section 7, entitled “Effect of the Offer on the Market for Common Shares; OTCBB Listing; Exchange Act Registration” is incorporated herein by reference.

 

(a)(5) Not applicable.

 

(b) The information set forth in the Offer to Purchase is incorporated herein by reference.

 

 

 

Not applicable.

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: May 1, 2007

 

DA ACQUISITION CORP.

 

Name: Mark O’Neil

Title: President

 

DEALERTRACK HOLDINGS, INC.

 

Name: Mark O’Neil

Title: Chairman, President and Chief Executive Officer

EXHIBIT INDEX