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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of 1934 ~~earliest event reported): October 31, 2011~~

Date of Report (Date of earliest event reported): December 14, 2011

interclick, inc.

(Exact ~~Name~~name of Registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware		001-34523		01-0692341
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

11 West 19th Street 10th Floor New York, NY		10011
(Address of principal executive offices)		(Zip Code)

11 West 19th Street, 10th Floor

~~Registrant’s~~New ~~telephone~~York, ~~number~~NY, ~~including~~10011 ~~area code: (646) 722-6260~~

(~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address~~offices, ifincluding ~~changed~~zip ~~since last report~~code)

(646) 722-6260

(Registrant’s telephone number, including area code)

Not Applicable

(Former name and former address, if changed since last report)

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 52.0201. ~~Departure~~Completion of ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Acquisition

OnThe information ~~October~~set ~~31,~~forth ~~2011,~~in ~~Keith~~Item 3.01 ~~Kaplan was appointed President~~ and ~~Chief~~Item 5.01 ~~Revenue Officer~~ of ~~interclick,~~this ~~inc.~~Current ~~(the~~Report ~~“Company”). Mr. Kaplan, 43, was President~~ of ~~North~~Form ~~America~~8-K atis ~~Adconion~~incorporated ~~Media~~herein ~~Group~~by ~~from July 2007 to October 2011~~reference. ~~Mr. Kaplan received a B.S. in Communications from Syracuse University in 1991.~~

OnItem ~~October 31, 2011, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr~~3. ~~Kaplan, effective as of October 24, 2011 (the “Effective Date”), the date of commencement of Mr~~01. ~~Kaplan’s~~Notice employment with the Company. Pursuant to the Employment Agreement, Mr. Kaplan will serve as the Company’s Chief Revenue Officer and President for a period commencing on the Effective Date pursuant to the terms of ~~the~~Delisting Employment Agreement. The Company agreed to pay Mr. Kaplan a signing bonus of $262,500 (less applicable withholding and employment taxes) upon execution of the Employment Agreement, and a base salary at an annual rate of $350,000 (which may be increased by the board of directors). Mr. Kaplan will be entitled to an annual bonus of $87,500 for the calendar year 2011, and will be eligible to receive annual bonuses for subsequent years based on criteria adopted by the Company’s Compensation Committee. The annual target bonus for Mr. Kaplan with respect to each calendar year after 2011 will be 100% of his base salary based upon achievement of 100% of the criteria established by the Compensation Committee (or aFailure ~~pro rata portion thereof, provided Mr. Kaplan achieves at least 75% of the established criteria). In accordance with the Employment Agreement, the Company granted~~ to ~~Mr.~~Satisfy Kaplan 275,000 restricted shares of its common stock, which will vest in equal annual installments over the first four years following Mr. Kaplan’s commencement of employment, provided Mr. Kaplan is employed by the Company on the applicable vesting date, and will vest as to 25% of any then unvested portion upon a ~~Change~~Continued ofListing ~~Control~~Rule (as defined in the Employment Agreement), and 100% as to any unvested portion if Mr. Kaplan is terminated by the Company without Cause (as defined in the Employment Agreement and as set forth below) following a Change of Control (provided Mr. Kaplan executes a general release within 60 days following termination). If the Company terminates the Employment Agreement without Cause, or ~~Mr.~~Standard; ~~Kaplan~~Transfer ~~terminates the Employment Agreement for good reason, Mr. Kaplan will be entitled to a separation payment including any earned but unpaid annual bonuses and (subject to Mr. Kaplan’s execution~~ of ~~a general release within 60 days following termination) an amount equal to Mr~~Listing. Kaplan’s then-current annual base salary and reimbursement for COBRA premiums for up to 12 months. In the event the Company undergoes a Change of Control and Mr. Kaplan remains employed by the Company through the consummation of the Change of Control, the Company will pay Mr. Kaplan a lump sum cash bonus of $650,000.

~~The~~On ~~Employment~~December 14, ~~Agreement~~2011, ~~includes~~in aconnection ~~best payment provision~~ with ~~regard~~the ~~to payments~~Merger ~~and/or~~(as ~~benefits~~defined ~~payable~~below), tointerclick, Mrinc., ~~Kaplan in the event there is~~ a ~~potential~~Delaware ~~excess~~corporation ~~parachute~~(the ~~payment~~“Company”), onnotified The ~~account~~Nasdaq ofStock aMarket ~~Change~~(“NASDAQ”) of ~~Control~~its ofintent ~~the Company. To the extent any payments made~~ to ~~Mr.~~remove ~~Kaplan~~its ~~that~~shares ~~are~~of ~~contingent~~common ~~upon~~stock, apar ~~Change~~value of$0.001 ~~Control~~per ~~would~~share ~~constitute~~(the “~~parachute payments~~Shares”) ~~within~~from ~~the~~listing ~~meaning~~on ofthe ~~Section~~Nasdaq ~~280G~~Capital ofMarket ~~the~~and ~~Code,~~requested ~~then~~NASDAQ ~~Mr.~~to ~~Kaplan~~file ~~would~~a ~~receive~~Notification ~~the better~~ of ~~(a)~~Removal from ~~the~~Listing ~~payments~~ and/or ~~benefits~~Registration ~~reduced to an amount that does not trigger any excise tax~~ under Section 12a(b) ~~4999~~ of the ~~Code~~Securities ~~(the~~Exchange ~~“Excise~~Act ~~Tax”)~~of 1934, oras ~~(b)~~amended, ~~all~~on ofForm ~~the~~25 ~~payments~~thereby ~~and/benefits~~effecting ~~after~~the ~~taking~~delisting ~~into~~of ~~account~~its ~~the~~Shares ~~Excise~~from ~~Tax~~NASDAQ.

~~“Cause”~~Item ~~shall mean the occurrence of one or more of the following while employed under the Employment Agreement: (A) refusal or material failure by Mr~~3. ~~Kaplan to perform his job duties and responsibilities (other than due to serious physical or mental illness, injury or medical condition); (B) Mr~~02. ~~Kaplan’s~~Unregistered ~~failure~~Sales ~~or refusal to comply in any material respect with material Company policies or lawful directives; (C) Mr. Kaplan’s material breach~~ of ~~any~~Equity ~~contract or agreement between him and the Company (including but not limited to any Employee Confidentiality and Assignment of Inventions Agreement or similar agreement between Mr~~Securities. Kaplan and the Company), or Mr. Kaplan’s material breach of any statutory duty, fiduciary duty or any other obligation that he owes to the Company; (D) commission of an act of fraud, theft, embezzlement or other unlawful act by Mr. Kaplan against the Company or involving its property or assets or engaging in unprofessional, unethical or other intentional acts that materially discredit the Company or are materially detrimental to the reputation, character or standing of the Company; or (E) indictment of, conviction of, nolo contendre of, or guilty plea by, Mr. Kaplan with respect to any felony or crime of moral turpitude. For the purposes of this definition, the term “Company” shall include any parent or subsidiary of the Company.

~~“Good~~As ~~Reason”~~previously ~~shall~~disclosed, beon ~~deemed~~October 31, to2011, ~~exist only if~~ the Company, ~~shall~~Yahoo! ~~fail~~Inc. ~~to correct within 30 days after receipt of written notice specifying in reasonable detail the reasons why one of the following events or conditions has occurred~~ (~~provided~~“Parent”) ~~such~~and ~~notice~~Innsbruck isAcquisition ~~delivered~~Corp., noa ~~later~~wholly ~~than~~owned subsidiary ~~30 days after the initial existence~~ of ~~the~~Parent ~~occurrence):~~ (A“Purchaser”), aentered ~~material~~into ~~diminution~~an ofAgreement ~~Mr.~~and ~~Kaplan’s~~Plan ~~then~~of ~~current~~Merger ~~base salary~~ (~~other~~the ~~than~~“Merger ~~reductions that also affect other similarly situated employees~~Agreement”) ~~without Mr~~. ~~Kaplan’s~~Pursuant ~~prior~~to ~~written~~the ~~agreement~~Merger Agreement, and ~~(B)~~upon the ~~relocation~~terms ofand ~~Mr.~~subject ~~Kaplan’s primary business location for employment~~ to athe ~~location~~conditions ~~other~~thereof, ~~than~~on ~~one~~November 15, ~~situated in New York~~2011, Purchaser ~~without~~commenced ~~prior~~a ~~written~~tender ~~agreement,~~offer ~~provided~~to ~~that~~acquire in all ~~events the termination~~ of ~~Mr. Kaplan’s service with~~ the ~~Company~~issued ~~shall~~and ~~not~~outstanding beShares, ~~treated as a termination~~ for ~~“Good~~$9.00 ~~Reason”~~per ~~unless~~Share, ~~such~~net ~~termination~~to ~~occurs~~the ~~not~~holder ~~more~~thereof ~~than~~in ~~six~~cash, ~~months~~without ~~following~~interest ~~the~~and ~~initial~~less ~~existence~~any ofapplicable ~~the~~withholding ~~occurrence~~tax of(as ~~the~~amended ~~event~~ or ~~condition~~supplemented, ~~claimed to constitute “Good Reason. “Good Reason” shall not be deemed to exist if~~ the ~~events that would otherwise constitute~~ “~~Good Reason~~Offer” ~~are prompted by the occurrence of any event constituting Cause~~).

~~The~~In ~~foregoing~~order ~~description~~to complete the Merger (as defined below) as a “short form” merger under Delaware law, on December 14, 2011, Purchaser exercised its “top-up” option pursuant to Section 1.7 of the ~~Employment~~Merger Agreement ~~does~~(the ~~not~~“Top-Up ~~purport~~Option”) to bepurchase ~~complete~~directly ~~and~~from isinterclick ~~qualified~~an additional number of newly-issued Shares, for $9.00 per Share (the same price per Share paid in ~~its~~the ~~entirety~~Offer), byequal ~~reference~~to the number of Shares that, when added to the ~~full~~number ~~text~~of Shares owned by Purchaser at the time of exercise of such option, will constitute one Share more than 90% of the ~~Employment~~Shares outstanding ~~Agreement~~immediately thereafter. Accordingly, the Company issued 22,823,142 Shares to Purchaser, at a ~~copy~~price per Share of $9.00, which isresulted ~~filed~~in as an ~~exhibit~~aggregate purchase price of $205,408,279. The Shares issued pursuant to ~~this~~the ~~Form~~Top-Up 8Option, combined with the Shares already owned by Purchaser, represented 90% or more of the outstanding Shares, which allowed Purchaser to effect a short-Kform ~~and~~merger isof ~~incorporated~~Purchaser with and into ~~this~~the ~~report~~Company under Delaware law, without a meeting of the Company’s stockholders. Parent and Purchaser paid the purchase price for the Shares issued pursuant to the Top-Up Option by ~~reference~~paying $22,824 in cash to the Issuer (which Parent obtained from its cash on hand) and issuing a promissory note to the Issuer in the amount of $205,385,455.

AThe ~~press~~Company ~~release~~offered ~~relating~~and sold the Shares pursuant to the ~~Employment~~Top-Up ~~Agreement~~Option isas ~~filed~~a private placement pursuant to and in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as ~~Exhibit~~amended, ~~99.1~~as ~~hereto~~a transaction by an issuer not involving a public offering.

Item 93.0103. ~~Financial~~Material ~~Statements~~Modification ~~and~~to ~~Exhibits.~~Rights of Security Holders

~~(d)~~The ~~Exhibits~~information set forth in Item 5.01 of this Current Report of Form 8-K is incorporated herein by reference.

10Item 5.101. ~~Executive~~Changes ~~Employment~~in ~~Agreement~~Control byof ~~and between interclick, inc~~Registrant. ~~and Keith Kaplan.~~

99The Offer expired at the end of the day on December 13, 2011, at 12:00 midnight, New York City time. Computershare, the depositary for the Offer (the “Depositary”), advised that, as of the end of the day on December 13, 2011, at 12:00 midnight, New York City time, 20,911,954 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 81.25% of the outstanding Shares and approximately 66.38% of the outstanding Shares on a fully diluted basis, in each case, as of such date and time. The Depositary also advised that it had received commitments to tender 1,259,742 ~~Press~~Shares ~~Release~~in accordance with guaranteed delivery procedures, ~~dated~~which, ~~November~~when 4combined with the Shares validly tendered and not properly withdrawn pursuant to the Offer, represent approximately 86.15% of the outstanding Shares and approximately 70.38% of the outstanding Shares on a fully diluted basis, in each case, as of such date and time. The Purchaser has accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer (excluding any Shares tendered in accordance with guaranteed delivery procedures). As a result, a change of control of the Company occurred on December 14, 2011.

~~SIGNATURES~~The total value of the acquisition was approximately $270 million on an equity-value basis. The funds used by Purchaser to purchase the Shares were acquired from Parent, and Parent obtained such funds from its cash on hand.

Pursuant to the ~~requirements~~terms and conditions of the ~~Securities~~Merger ~~Exchange~~Agreement, ~~Act~~Purchaser ofwas ~~1934,~~merged with and into the ~~registrant~~Company ~~has~~(the ~~duly~~“Merger”) ~~caused~~on ~~this~~December 14, ~~report~~2011 toin beaccordance ~~signed~~with onapplicable ~~its~~provisions ~~behalf~~of byDelaware ~~the~~law ~~undersigned~~and ~~thereunto~~without ~~duly~~a ~~authorized~~vote or meeting of interclick stockholders. In the Merger, all remaining Shares (other than Shares held by interclick, Parent or Purchaser, and Shares held by

~~Date:~~ stockholders, ~~November~~if 4any, ~~2011~~who properly exercise their appraisal rights under applicable Delaware law) were converted into the right to receive $9.00 per Share (the same price paid in the Offer), net to the holder in cash, without interest and less any applicable withholding tax. Also as a result of the Merger, each of the 1,000 shares of common stock, par value $0.001 per share, of Purchaser issued and outstanding immediately prior to the effective time of the Merger was converted into and became one newly and validly issued, fully paid and nonassessable share of the Company. Following the consummation of the Merger, the Company continued as the surviving corporation and a wholly owned subsidiary of Parent.

~~interclick~~To the knowledge of the Company, ~~inc.~~except ~~By:~~as ~~/s/~~set ~~Roger~~forth ~~Clark~~herein, ~~Roger~~there ~~Clark~~are ~~Chief~~no ~~Financial~~arrangements, ~~Officer~~including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company.

Exhibit No.		Description
10.1		Executive Employment Agreement by and between interclick, inc. and Keith Kaplan.
99.1		Press Release, dated November 4, 2011.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement and effective as of the acceptance for payment of the Shares validly tendered and not properly withdrawn pursuant to the Offer on December 14, 2011, Michael Katz, Michael Brauser, Michael Mathews, Barry Honig, Brett Cravatt and Frank Cotroneo resigned as members of the Company’s Board of Directors and effective as of the effective time of the Merger on December 14, 2011, David Hills and William Wise resigned as members of the Company’s Board of Directors. Michael J. Callahan and Aman Kothari, the directors of Purchaser prior to the effective time of the Merger, became the new directors of the Company effective immediately following the effective time of the Merger on December 14, 2011.

In accordance with the terms of the Merger Agreement and effective immediately following the effective time of the Merger on December 14, 2011, Michael Katz, Andrew Katz, Jason Lynn, Roger Clark, David Myers and Keith Kaplan, the officers of the Company prior to the effective time of the Merger, were removed and Michael J. Callahan, Aman Kothari and Andrew Cring, the officers of Purchaser prior to the effective time of the Merger, were appointed as the new officers of the Company.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

In connection with consummation of the Merger, the Company’s certificate of incorporation was amended and restated as set forth in Exhibit A to the Merger Agreement. Also, upon consummation of the Merger, the bylaws of the Company were amended and restated as set forth in Exhibit B to the Merger Agreement. Copies of the restated certificate of incorporation and bylaws of the Company are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated by reference in this Item 5.03 of this Current Report of Form 8-K.

SIGNATURE

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 hereunto duly authorized.


	interclick, inc.

	By:	/s/ Michael J. Callahan
		Name:	Michael J. Callahan
		Title:	Vice President and Secretary

Date: December 14, 2011

EXHIBIT INDEX


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 2 to the Schedule 13D filed by Parent and Purchaser on November 10, 2011.

3.2		Amended and Restated Bylaws of the Company, incorporated herein by reference to Exhibit 2 to the Schedule 13D filed by Parent and Purchaser on November 10, 2011.

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