UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC ~~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~~ report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported)~~: November 14~~ January 3, 2013

INNOTRAC CORPORATION (Exact ~~name~~Name of Registrant as Specified in ~~its~~ Charter)

Georgia		000-23741		58-1592285
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

Georgia

(State or Other Jurisdiction of Incorporation)

6465 East Johns Crossing Johns Creek, GA		30097
000-23741	58-1592285
(Address of principal executive offices)		(Zip code)
(Commission File Number)	(IRS Employer Identification No.)

Registrant’s telephone number, including area code: (678) 584-4000

6465 East Johns Crossing

Johns Creek, GA

30097

(Address of Principal Executive Offices)

(Zip Code)

~~Not~~(678) ~~Applicable~~584-4000 (~~Former~~Registrant’s ~~name~~Telephone ~~or former address~~Number, ifIncluding ~~changed~~Area ~~since last report~~Code)

(Former Name or 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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

The ~~Merger~~information set ~~and~~forth ~~the~~in ~~Merger~~Item ~~Agreement~~ 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

OnITEM ~~November 14, 2013, Innotrac Corporation, a Georgia corporation (“Innotrac”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blue Eagle Holdings, L~~2.~~P.,~~01 aCOMPLETION ~~Delaware~~OF ~~limited~~ACQUISITION ~~partnership~~OR ~~(“Parent”),~~DISPOSITION ~~and~~OF ~~Blue Eagle Acquisition Sub, Inc., a Georgia corporation and a wholly owned subsidiary of Parent (“Purchaser”). Parent and Purchaser are affiliates of Sterling Partners (“Sterling”).~~ASSETS

~~Upon~~On January 6, ~~the~~2014, ~~terms~~Innotrac ~~and~~Corporation, ~~subject~~a toGeorgia corporation (the ~~conditions~~“Company”), ofBlue ~~the~~Eagle ~~Merger~~Acquisition ~~Agreement~~Sub, Inc., a Georgia corporation (“Purchaser”) isand ~~required~~a towholly-owned ~~commence,~~subsidiary asof ~~promptly~~Blue asEagle ~~practicable~~Holdings L.P., a ~~tender~~Delaware limited partnership (“Parent”), and Parent announced the expiration of the offer by Purchaser to purchase (the “Offer”) ~~to acquire~~ all of the outstanding shares of common stock, par value $0.10 per share, ~~of Innotrac~~ (the “Shares”), of the Company, at a purchase price of $8.20 per ~~share~~Share, in cash, ~~subject~~less ~~to required~~ withholding ~~taxes~~ taxes and without interest (such price per Share, the “Offer Price”)., ~~Scott~~upon D.the ~~Dorfman,~~terms ~~Innotrac’s~~and subject to the ~~Chairman~~conditions set forth in the Offer to Purchase, ~~President~~dated December 4, ~~Chief~~2013 ~~Executive~~(as ~~Officer~~amended ~~and~~or ~~principal~~supplemented ~~shareholder~~from time to time, the “Offer to Purchase”), and ~~certain~~in the related ~~parties~~Letter ~~have~~of ~~agreed~~Transmittal. ~~not~~The toOffer ~~tender~~expired at 6:00 p.m., New York City time, on January 3, 2014. Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer, advised the Purchaser that 6,149,923 Shares ~~beneficially~~were ~~owned~~validly tendered in the Offer (excluding Shares tendered by ~~them~~notices of guaranteed delivery), asrepresenting ~~described~~approximately ~~below~~46.4% ~~under~~of ~~“—Contribution~~the issued and ~~Support~~outstanding ~~Agreement.”~~Shares, with an additional 22,900 Shares ~~The~~tendered ~~Merger~~by ~~Agreement~~notice ~~also~~of ~~provides~~guaranteed delivery. Parent has announced that all Shares that were validly tendered and not properly withdrawn have been accepted for purchase, ~~following~~and will be promptly paid for by Purchaser, in accordance with the ~~completion~~terms of the Offer. ~~and~~Shares ~~subject~~validly totendered ~~the~~in satisfaction orof ~~waiver~~guaranteed delivery procedures will also be accepted for payment and promptly paid for in accordance with the terms of ~~certain~~the ~~conditions~~Offer. ~~set~~An ~~forth~~additional in5,839,462 Shares, representing approximately 44.1% of the ~~Merger~~total ~~Agreement~~Shares outstanding, owned ~~Purchaser~~by ~~will~~Mr. ~~merge~~Scott ~~with~~D. Dorfman, the Company’s founder, Chairman, President and Chief ~~into~~Executive ~~Innotrac~~Officer, and certain related shareholders were contributed to Parent pursuant to a Contribution and ~~with~~Support ~~Innotrac~~Agreement ~~continuing~~in asexchange for 47,883.59 preferred limited partnership units of Parent. As previously disclosed, the ~~surviving~~Offer was ~~corporation~~made pursuant to an Agreement and aPlan ~~wholly~~of ~~owned~~Merger, ~~subsidiary~~dated as of ~~Parent~~November 14, 2013 (the “Merger Agreement”), by and among the Company, Parent and Purchaser.

~~Promptly following~~As ~~the~~a ~~expiration~~result of the ~~Offer,~~purchase ~~Purchaser~~of ~~will~~Shares ~~accept~~in the Offer and ~~promptly~~the ~~pay~~contribution ~~for~~of ~~each~~Shares ~~Share~~by ~~validly~~Mr. ~~tendered,~~Dorfman and ~~not~~certain ~~withdrawn, pursuant~~related shareholders to, ~~and~~Parent ~~subject~~pursuant to the ~~satisfaction~~Contribution orand Support ~~waiver,~~Agreement aswith ~~applicable~~Parent, ofimmediately ~~conditions~~followed toby the ~~Offer~~contribution ~~set~~of ~~forth~~such ~~in the Merger Agreement. Purchaser’s obligation to accept for payment and pay for all~~ Shares ~~validly~~by ~~tendered~~Parent ~~pursuant~~ to ~~the~~Purchaser ~~Offer~~(collectively, ~~is subject~~the ~~to: (i~~“Contribution”), ~~the~~Purchaser ~~condition~~held ~~that~~greater ~~the~~than ~~number~~90% of ~~Shares~~the ~~validly~~outstanding ~~tendered~~Shares. ~~and~~On ~~not~~January ~~withdrawn~~6, ~~when~~2014, ~~added~~Purchaser, towithout calling ~~the~~a ~~Shares~~meeting ~~owned~~of bythe ~~Parent~~Company’s ~~and Purchaser~~shareholders, ~~including~~effected ~~Shares~~a tomerger bein ~~contributed~~accordance towith ~~Parent~~the ~~pursuant~~“short-form” tomerger provisions ~~the~~available ~~Support~~under ~~Agreement~~Georgia ~~described below~~law, ~~would~~whereby ~~represent~~Purchaser aswas ofmerged ~~the~~with ~~expiration~~and ofinto the ~~Offer~~Company, ~~(a)~~with athe ~~majority~~Company ofsurviving the merger ~~Shares~~as ~~outstanding on~~ a ~~fully~~wholly-~~diluted~~owned ~~basis, and~~subsidiary of Parent (bthe “Merger”). aIn ~~majority~~the ofMerger, ~~the~~each ~~Shares~~Share ~~outstanding~~not onpreviously apurchased in ~~fully-diluted~~the ~~basis~~Offer (other than Shares ~~beneficially~~held ~~owned~~ by ~~Mr.~~shareholders ~~Dorfman;~~who ~~and (ii)~~properly ~~the~~demand ~~satisfaction~~and orperfect ~~waiver~~dissenters’ ofrights ~~other~~under ~~customary closing conditions as set forth in~~ the ~~Merger Agreement, including obtaining~~Georgia ~~certain~~Business ~~third~~Corporation ~~party~~Code ~~consents, the absence of a material adverse change~~ and ~~the~~Shares ~~expiration~~directly or ~~termination~~indirectly ofheld ~~the~~by ~~waiting period under~~ the ~~Hart-Scott-Rodino~~Company, ~~Antitrust~~Parent ~~Improvements~~or ~~Act~~Purchaser) ofwas ~~1976,~~converted asinto ~~amended. Neither~~ the ~~Offer~~right to ~~nor~~receive the ~~Merger~~ isOffer ~~subject~~Price toper ~~any~~Share ~~financing~~in ~~condition~~cash.

~~Innotrac~~The ~~has~~total ~~granted~~amount ~~Purchaser~~of anconsideration ~~irrevocable~~payable ~~option~~in tothe ~~purchase~~Offer aand ~~number~~the ofMerger ~~newly~~is ~~issued~~approximately ~~Shares,~~$56.2 atmillion. aIn ~~price~~addition, ~~per~~Parent ~~share~~issued ~~equal~~ to ~~the~~Mr. ~~Offer~~Dorfman ~~Price,~~and certain ~~that,~~related ~~when~~shareholders ~~added to~~47,883.59 ~~the~~preferred ~~Shares~~limited ~~already~~partnership ~~owned~~units byin Parent, ~~Purchaser,~~in ~~and~~exchange ~~their~~for ~~affiliates at~~ the ~~time~~Shares ofcontributed ~~such exercise, will constitute one Share~~by ~~more~~them ~~than~~to ~~90%~~Parent ofin the ~~total~~Contribution, ~~number~~and ofMr. ~~Shares~~Dorfman ~~outstanding~~and onsuch arelated ~~fully-diluted~~shareholders ~~basis~~sold ~~immediately~~32,883.62 ~~following~~of ~~the~~those ~~issuance~~preferred oflimited ~~Shares pursuant~~partnership tounits ~~this~~in ~~option~~Parent ~~(the~~to ~~“Top-Up~~affiliates ~~Option”).~~of ~~The~~Sterling ~~Top-Up~~Partners ~~Option~~in isexchange ~~intended~~for toa ~~expedite~~total ~~the completion~~ of ~~the~~approximately ~~Merger~~$32. If9 ~~Innotrac~~million. ~~acquires~~Parent atand ~~least 90% of~~ the ~~outstanding~~Purchaser will ~~Shares~~fund ~~through~~ the ~~Offer,~~acquisition orwith ~~collectively~~a ~~through~~combination ~~the~~of ~~Offer~~debt ~~and the Top-Up Option~~financing, ~~the~~using ~~Merger~~funds ~~will~~borrowed ~~be completed through “short-form” procedures~~ under ~~Georgia~~the ~~law,~~Credit ~~which~~Agreement ~~would~~(defined ~~not require Innotrac~~below) toentered ~~hold~~into ain ~~meeting~~connection ofwith ~~its shareholders to vote on~~ the ~~adoption~~Offer and ~~approval of~~ the Merger, ~~Agreement~~and equity financing.

On January 6, 2014, the Company, Parent and Purchaser issued two press releases: (1) a press release announcing the expiration and Purchaser’s completion of the Offer pursuant to the Offer to Purchase, and (2) a press release announcing the completion of the Merger pursuant to the Merger Agreement. These press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

InITEM ~~the~~2.03 ~~event~~CREATION ~~that~~OF ~~the~~A ~~Offer is~~DIRECT ~~not~~FINANCIAL ~~completed,~~OBLIGATION orOR ifAN ~~after~~OBLIGATION ~~the~~UNDER ~~Offer~~AN ~~is completed Purchaser does not own at least 90% of the outstanding Shares (including after giving effect to the Top~~OFF-UpBALANCE ~~Option),~~SHEET ~~the~~ARRANGEMENT ~~Merger~~OF ~~will~~A only be consummated if the shareholders of Innotrac have adopted and approved the Merger Agreement at a meeting of shareholders. In the event a shareholder meeting is held, the Merger Agreement will be adopted and the Merger will be approved if (i) at least a majority of the outstanding Shares vote in favor of adopting the Merger Agreement and approving the Merger and (ii) at least a majority of the outstanding Shares (excluding all Shares beneficially owned by Mr. Dorfman) vote in favor of adopting the Merger Agreement and approving the Merger. In the event a shareholder meeting is required to complete the Merger, the consummation of the Merger will be subject to closing conditions similar to those for the Offer, except that there is an additional condition in such case that the number of Shares with respect to which shareholders have demanded statutory appraisal rights does not exceed 5% of the number of Shares outstanding as of the date of the Merger Agreement. In the Merger, whether completed pursuant to the “short form” procedures or after shareholder approval, each outstanding Share (other than (i) Shares owned by Parent, Purchaser, Innotrac or any subsidiary of Innotrac and (ii) Shares as to which dissenters rights have been perfected (and not waived, withdrawn or lost) in accordance with applicable law) will be converted into the right to receive cash in an amount equal to the Offer Price.REGISTRANT

~~The~~On ~~Merger~~January ~~Agreement~~6, ~~includes~~2014, Purchaser entered into ~~customary~~a ~~representations,~~Credit ~~warranties~~Agreement ~~and~~with ~~covenants,~~Regions ~~including~~Bank, ~~among~~as ~~others~~lender, aadministrative ~~covenant~~agent byand ~~Innotrac~~collateral toagent, ~~conduct~~and ~~its~~Fifth ~~business~~Third inBank, as lender and syndication agent (the ~~ordinary~~“Credit ~~course~~Agreement”), ~~consistent~~and ~~with~~the ~~past~~Company ~~practice~~became ~~during~~party to the ~~interim~~Credit ~~period~~Agreement ~~between~~upon the ~~execution~~ consummation of the Merger, ~~Agreement~~as ~~and~~the ~~consummation~~ surviving corporation of the Merger. The ~~Merger~~Credit Agreement ~~also~~provides ~~contains~~for ~~customary~~a ~~termination~~revolving ~~provisions~~credit ~~for~~facility ~~both~~in ~~Innotrac~~the ~~and~~amount ~~Parent~~of up to $15 million and ~~provides~~a ~~that,~~term loan in ~~connection~~the amount of up to $38.5 million, each with ~~the~~a ~~termination~~maturity date of ~~the~~January ~~Merger~~6, 2019. ~~Agreement~~The interest rate on borrowings under ~~certain~~the ~~circumstances,~~Credit ~~Innotrac~~ Agreement is ~~required~~variable, toand ~~pay~~the ~~Parent~~Company acan ~~termination~~make ~~fee,~~borrowings aswith ~~described~~interest rates equal to the base rate (defined in the ~~more~~Credit ~~detail~~Agreement) ~~below~~or an adjusted LIBOR rate. InThe Credit Agreement contains customary reporting obligations and typical affirmative and negative covenants regarding the ~~event~~operation of the ~~Merger~~Company’s business. The Credit Agreement isalso ~~terminated~~contains customary default inprovisions, ~~accordance~~including ~~with~~cross-default ~~its~~provisions. ~~terms~~Pursuant to such provisions, upon the ~~Support~~occurrence ~~Agreement~~of ~~described~~an ~~below~~event ~~will~~of ~~also~~default, the lenders may terminate their loan commitments, ~~subject~~accelerate toall ~~certain~~loans ~~continuing~~and ~~obligations in~~exercise ~~certain~~any ~~circumstances~~of their rights under the Credit Agreement as secured parties.

~~Under~~ITEM the Merger Agreement, Innotrac and its subsidiaries are generally prohibited from soliciting, encouraging or otherwise taking any actions which would reasonably be expected to result in a proposal that constitutes, an alternative acquisition proposal3.01 ~~Notwithstanding~~NOTICE ~~this~~OF ~~limitation, if~~DELISTING ~~prior~~OR toFAILURE ~~the~~TO ~~closing~~SATISFY ofA ~~the~~CONTINUED ~~Offer~~LISTING orRULE ~~prior~~OR toSTANDARD; ~~obtaining~~TRANSFER ~~shareholder~~OF approval, as applicable, Innotrac’s board of directors (the “Board”) receives a bona fide alternative proposal, Innotrac may provide information in response to such alternative acquisition proposal, subject to the limitations and requirements set forth in the Merger Agreement, including that, prior to taking any such actions, (i) the Board has determined in good faith that such alternative proposal is, or is reasonably likely to lead to, a “superior proposal” as defined in the Merger Agreement, and (ii) the Board has determined that the failure to take such action is inconsistent with the directors’ fiduciary duties. Innotrac is required to promptly notify Parent after Innotrac’s receipt of any such alternative proposal and keep Parent reasonably informed of the status of such proposal. Furthermore, the Board is not permitted to change its recommendation to the shareholders in favor of the Offer and the Merger other than in limited, specified circumstances, including when the Board determines in good faith that (i) failure to take such action is inconsistent with the directors’ fiduciary duties and that an alternative proposal constitutes a superior proposal (but subject to Innotrac and the Board following the procedures set forth in the Merger Agreement, including that Innotrac has notified Parent and negotiated in good faith with Parent to enable the revision of the Merger Agreement such that the alternative proposal would no longer constitute a superior proposal), or (ii) such change is reasonably required to comply with its fiduciary duties in response to certain material developments constituting “intervening events” as defined in the Merger Agreement (again subject to procedures requiring Innotrac to notify Parent and engage in negotiations with Parent to amend the Merger Agreement in a manner that obviates the need for the Board to change its recommendation).LISTING

2In connection with the closing of the Merger, NASDAQ filed a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the Shares and suspended trading of the Shares on NASDAQ at market close on January 6, 2014. The Company intends to file a Form 15 with the SEC to effect the termination of registration of the Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended.

~~In connection~~ITEM with the termination of the Merger Agreement under specified circumstances, including in connection with an adverse recommendation change by the Board or in the event Innotrac enters into an agreement in respect of a superior proposal, Innotrac would be required to pay a termination fee of $4,344,505 (the “Termination Fee”)3.03 ~~Innotrac~~MATERIAL isMODIFICATION ~~also~~TO ~~required to~~RIGHTS ~~pay~~OF ~~the~~SECURITY reasonable expenses of Parent, Purchaser and their affiliates incurred in connection with the transaction, up to $1,500,000, under certain circumstances; provided, that, if the Termination Fee is subsequently paid, the Termination Fee will be reduced by the amount of any such expense reimbursement.HOLDERS

AIn ~~special committee of~~ the ~~Board~~Merger, ~~comprised~~each ~~solely~~Share ofnot ~~independent~~previously ~~directors~~purchased in (the ~~“Special~~Offer ~~Committee”)~~(other ~~unanimously~~than ~~recommended~~Shares ~~that~~held ~~the Board,~~by ~~among~~shareholders ~~other~~who ~~things,~~properly ~~determine~~demand ~~that~~and itperfect isdissenters’ inrights under the ~~best~~Georgia Business ~~interests~~Corporation ofCode ~~Innotrac~~ and ~~its~~Shares ~~shareholders,~~directly ~~including~~or ~~its~~indirectly ~~unaffiliated shareholders,~~held ~~and~~by ~~declare~~the ~~it advisable~~Company, toParent ~~enter~~or ~~into~~Purchaser) ~~the~~was ~~Merger~~converted ~~Agreement,~~into ~~approve~~ the ~~execution,~~right to ~~delivery~~receive ~~and~~a ~~performance~~price ~~by Innotrac~~per ofShare ~~the~~equal ~~Merger~~to ~~Agreement~~the ~~and~~Offer ~~recommend~~Price. ~~that~~At the ~~shareholders~~effective ~~tender~~time inof the ~~Offer,~~Merger and, ifsubject ~~applicable~~to dissenters’ rights under Georgia law, ~~vote~~the ~~their~~Company’s ~~Shares~~shareholders ~~in favor~~immediately ofprior ~~adopting~~to the ~~Merger~~effective ~~Agreement~~time ~~and~~of ~~approving~~ the Merger. ~~The~~ceased ~~Board~~to ~~accepted~~have ~~the~~any ~~Special~~rights as ~~Committee’s~~shareholders ~~recommendations, and~~in ~~unanimously~~the Company (other than ~~Mr.~~their ~~Dorfman,~~rights ~~who~~to ~~abstained)~~receive ~~approved~~ the ~~Merger~~Offer ~~Agreement~~Price) and, accordingly, no longer have any interest in the ~~transactions~~Company’s ~~contemplated~~future ~~therein~~earnings and growth.

The ~~Merger Agreement has been attached to provide shareholders with~~ information ~~regarding~~set ~~its~~forth ~~terms.~~in ItItem ~~is not intended to provide any other factual information about Innotrac, Parent or Purchaser~~2.01 ~~The foregoing description of the material terms of the Merger Agreement does not purport to be complete~~ and ~~is qualified in its entirety by reference to the full text of the Merger Agreement, which is~~ ~~filed as Exhibit 2~~5.103 toof this Current Report on Form 8-K ~~and~~ is incorporated herein by reference. In particular, the representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement, and may be intended not as statements of fact, but rather as a way of allocating risk between Innotrac, Parent and Purchaser if those statements prove to be inaccurate. Moreover, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in disclosure schedules provided by Innotrac in connection with the signing of the Merger Agreement. The schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Furthermore, the representations and warranties may be subject to standards of materiality applicable to Innotrac, Parent and Purchaser that may be different from those which are applicable to Innotrac’s shareholders. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about Innotrac, Parent or Purchaser.

3ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

~~Equity~~The ~~Commitment~~information ~~Letter~~set forth in Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

InITEM ~~connection with the Merger Agreement, another Sterling affiliate, Sterling Capital Partners IV, L~~5.P.02 ~~(the~~DEPARTURE ~~“Guarantor”),~~OF ~~delivered to~~DIRECTORS ~~Parent~~OR ~~and~~CERTAIN ~~Innotrac~~OFFICERS; aELECTION ~~letter~~OF ~~dated~~DIRECTORS; ~~November~~APPOINTMENT ~~14,~~OF ~~2013~~CERTAIN ~~(the~~OFFICERS; ~~“Commitment~~COMPENSATORY ~~Letter”)~~ARRANGEMENTS inOF ~~which~~CERTAIN the Guarantor committed, subject to the conditions set forth therein, to purchase equity securities of Parent in an aggregate amount of $119 million to allow Parent to pay in full all amounts required to be paid by Parent and Purchaser in connection with the consummation of the Merger. The Guarantor also irrevocably and unconditionally guaranteed the performance of Parent and Purchaser of the terms and provisions of the Merger Agreement in the Commitment Letter. Either Parent or Innotrac may enforce the Commitment Letter against the Guarantor.OFFICERS

~~The~~As ~~foregoing description~~ of the ~~material~~effective ~~terms~~time of the ~~Commitment~~Merger ~~Letter~~on January ~~does~~6, ~~not~~2014, ~~purport to be complete and is qualified~~ in ~~its~~connection ~~entirety~~with ~~by reference to~~ the ~~full~~transactions ~~text~~contemplated ofby the ~~Commitment~~Merger ~~Letter~~Agreement, ~~which~~the isfollowing ~~filed~~directors asresigned ~~Exhibit~~from the ~~2.2~~Company’s toboard ~~this~~of ~~Current~~directors: ~~Report~~Tom onMarano, ~~Form~~Bruce ~~8-K~~Benator, ~~and~~James isChilds ~~incorporated~~and ~~by reference~~Joel ~~herein~~Marks.

~~IPOF~~As ~~Fund~~of ~~Support~~the effective time of the Merger on January 6, 2014, pursuant to the Merger Agreement, the following individuals became members of the Company’s board of directors: Todd Miller and Merrick Elfman.

OnITEM ~~November 14, 2013, Innotrac and the Parent entered into a Support Agreement (the “IPOF Agreement”) with the court appointed receiver (the “Receiver”) for all assets of any kind of IPOF L~~5.~~P.,~~03 ~~IPOF~~AMENDMENTS ~~Fund,~~TO ~~and~~ARTICLES ~~IPOF~~OF ~~Fund~~INCORPORATION ~~II,~~OR ~~L.P.~~BYLAWS; ~~The~~CHANGE ~~IPOF~~IN ~~Agreement~~FISCAL provides that, upon the terms and subject to the conditions set forth in the IPOF Agreement, the Receiver shall tender the shares owned by the IPOF Fund in the Offer and thereby receive the Offer Price from the Purchaser in the Offer. The IPOF Fund holds 4,321,771 Shares, or approximately 32.6% of the Shares currently outstanding. The IPOF Agreement also requires the Receiver to file a motion with the court requesting that the court (i) grant conditional and final approval of the IPOF Agreement, (ii) grant conditional and final approval of the sale of the Shares owned by the IPOF Fund, and (iii) issue a Bar Order pursuant to which all other participants in any litigation involving the IPOF Fund are barred from pursuing any claims against Innotrac or any of its affiliates.YEAR

~~The~~Pursuant ~~IPOF~~to ~~Agreement~~the ~~will~~Merger ~~only~~Agreement, beat the effective iftime of the ~~court~~Merger, ~~overseeing~~ the ~~IPOF~~articles ~~Fund~~of ~~receivership~~incorporation ~~approves~~of the ~~IPOF~~Company, ~~Agreement~~as ~~and~~ the ~~sale~~surviving ofcorporation of the ~~Shares~~Merger, ~~owned by~~were ~~the~~amended ~~IPOF~~and ~~Fund~~restated. ~~pursuant~~A tocopy of the ~~Merger~~amended ~~Agreement,~~ and ~~the~~restated ~~IPOF~~certificate ~~Agreement~~of ~~will~~incorporation ~~terminate~~of if the ~~Merger~~Company ~~Agreement~~is ~~terminates or~~filed ifas ~~the~~Exhibit ~~Board~~3.1 nohereto ~~longer~~and ~~recommends~~is ~~the~~incorporated ~~Merger~~herein toby ~~the shareholders~~reference.

~~The~~Pursuant ~~foregoing~~to ~~description~~the Merger Agreement, at the effective time of the ~~material~~Merger, ~~terms~~the bylaws of the ~~IPOF~~Company, ~~Agreement~~as ~~does~~the ~~not~~surviving ~~purport~~corporation of the Merger, were amended and restated to be ~~complete~~identical to ~~and~~the isbylaws ~~qualified~~of inPurchaser, ~~its~~as ~~entirety~~in byeffect ~~reference~~immediately prior to the ~~full~~ ~~text~~effective time of the ~~IPOF Agreement~~Merger, ~~which~~except isthat ~~filed~~the asname ~~Exhibit~~of ~~10.1~~Purchaser was changed to ~~this~~“Innotrac ~~Current~~Corporation.” ~~Report~~A oncopy ~~Form~~of ~~8-K,~~the amended and restated bylaws of the Company is filed as Exhibit 3.2 hereto and is incorporated herein by reference ~~herein~~.

4ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

~~Contribution~~(d) ~~and Support Agreement~~Exhibits.

Also on November 14, 2013, in connection with the Merger Agreement, Scott D. Dorfman, Innotrac’s Chairman, President and Chief Executive Officer and principal shareholder, together with individuals and entities related to Mr. Dorfman, entered into a Contribution and Support Agreement (the “Support Agreement”) with Parent. Pursuant to the Support Agreement, upon the terms and subject to the conditions set forth therein, Mr. Dorfman and certain related investors have agreed to contribute Shares constituting approximately 44.1% of the outstanding Shares in exchange for equity interests in Parent. Immediately following the Merger, Mr. Dorfman and such related investors have agreed to sell to one or more affiliates of Parent a portion of the equity interests in Parent acquired pursuant to the Support Agreement at the Offer Price. As a result of, and following, the foregoing transactions, it is expected that Mr. Dorfman and the related investors will own approximately 19.5% of the fully-diluted equity interests of Parent following the Merger.

Exhibit No.		Description

2.1		Agreement and Plan of Merger dated November 14, 2013 among Blue Eagle Holdings, L.P., Blue Eagle Acquisition Sub, Inc. and Innotrac Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Innotrac Corporation filed on November 15, 2013).

3.1		Amended and Restated Articles of Incorporation of Innotrac Corporation dated January 6, 2014.

3.2		Amended and Restated Bylaws of Innotrac Corporation dated January 6, 2014.

Pursuant to the Support Agreement, Mr. Dorfman and the related investors have agreed not to tender Shares in the Offer, and are required to vote all of their Shares in favor of the approval of the Merger Agreement and the Merger, and to support actions necessary to consummate the Merger. Additionally, the Support Agreement prohibits Mr. Dorfman and the related investors from soliciting or knowingly facilitating inquiries or proposals relating to alternative business combination transactions.

99.1		Press Release dated January 6, 2014 issued by Innotrac Corporation, Parent and Purchaser (incorporated by reference to Exhibit (A)(5)(a) to the Amendment No. 4 to Schedule TO filed on January 6, 2014).

99.2		Press Release dated January 6, 2014 issued by Innotrac Corporation, Parent and Purchaser.

The Support Agreement will terminate upon certain circumstances, including termination by its terms of the Merger Agreement; however certain support obligations of the investors continue for eighteen months following the termination of the Merger Agreement in connection with a Board recommendation change in response to an “intervening event,” as described above under “—The Merger and the Merger Agreement.”SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~description of~~ the ~~material~~requirements ~~terms~~ of the ~~Support Agreement does not purport to be complete and is qualified in its entirety by reference to~~Securities ~~the~~Exchange ~~full~~Act ~~text~~ of ~~the Support Agreement~~1934, ~~which~~the isregistrant ~~filed~~has asduly ~~Exhibit~~caused ~~10.2~~this report to ~~this~~be ~~Current~~signed ~~Report~~ on ~~Form~~its ~~8-K,~~behalf ~~and~~by isthe ~~incorporated by~~undersigned ~~reference~~hereunto ~~herein~~duly authorized.

Subscription and Support Agreements

		INNOTRAC CORPORATION

		/s/ Scott D. Dorfman
Date: January 6, 2014		Scott D. Dorfman Chief Executive Officer

On November 14, 2013, two Innotrac executive officers—Robert J. Toner, Senior Vice President and Chief Operating Officer and Larry C. Hanger, Senior Vice President for Client Services—entered into subscription and support agreements with Parent pursuant to which they have agreed to invest 25% of the after-tax proceeds they receive as a result of the Merger into Parent equity securities. It is expected that these investments will result in Messrs. Toner and Hanger each acquiring less than one percent of the fully-diluted equity interests of Parent as of the closing of the Merger. In addition, they have agreed not to tender their Shares in the Offer, and to vote their Shares in favor of the Merger at any shareholder meeting. The foregoing description of the material terms of the subscription and support agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of subscription and support agreement, which is filed as Exhibit 10.9 to this Current Report on Form 8-K, and is incorporated by reference herein.

Airplane Lease

On November 14, 2013, Innotrac entered into an amended and restated aircraft lease with an affiliate of Mr. Dorfman, to be effective upon the consummation of the Merger (the “Airplane Lease”). The Airplane Lease provides for a “dry” lease by Innotrac of an airplane owned by Mr. Dorfman’s affiliate at an annual rent of $360,000, subject to an annual 2.5% increase during the term. The Airplane Lease expires on August 31, 2022 unless terminated earlier. The foregoing description of the material terms of the Airplane Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the Airplane Lease, which is filed as Exhibit 10.3 to this Current Report on Form 8-K, and is incorporated by reference herein.

Additional Information About This Transaction

The Offer discussed above has not yet been commenced. This Current Report is neither an offer to purchase nor a solicitation of an offer to sell Shares of Innotrac. At the time the Offer is commenced, Parent, Purchaser and/or other affiliates of Sterling will file a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the Offer, and Innotrac will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer and, if necessary, a proxy statement regarding the subsequent Merger, in each case with the Securities and Exchange Commission (the “SEC”). The Offer will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with the Schedule TO.

Investors and shareholders of INNOTRAC are ADVISED to read the tender offer statement and related materials (including the offer to purchase and letter of transmittal), the related solicitation/recommendation statement AND, IF NECESSARY, THE PROXY STATEMENT AND RELATED MATERIALS, as they may be amended and/or supplemented from time to time, when they become available, because they will contain important information that should be read prior to making a decision to tender OR VOTE SHARES. Investors will be able to obtain a free copy of these documents (when they become available) and other documents filed by Innotrac and Sterling’s affiliates with the SEC at the website maintained by the SEC at www.sec.gov. Copies of these documents can also be obtained, without charge, by directing a request to Innotrac Corporation, 6465 East Johns Crossing Suite 400, Johns Creek, Georgia 30097, Attn.: Secretary.

Innotrac and the Sterling affiliates involved in the transaction and their respective directors and executive officers and other members of management and employees may be deemed to be participating in the solicitation of proxies in respect of any future Merger subject to shareholder vote. Information regarding Innotrac’s directors and executive officers is available in Innotrac’s Annual Report on Form 10-K for its fiscal year ended December 31, 2012 filed with the SEC on March 30, 2013, and in its proxy statement for its 2013 annual meeting of shareholders filed on April 29, 2013. Additional information regarding the interests of such potential participants will be included in the proxy statement relating to the Merger and the other relevant documents filed with the SEC when they become available.

Cautionary Note for Forward-Looking Statements

Statements in this Current Report, including the exhibits hereto, regarding the proposed transaction between affiliates of Sterling and Innotrac, the expected timetable for completing the transaction, the potential benefits of the transaction, and other statements about management’s future expectations, beliefs, goals, plans or prospects constitute forward looking statements. Innotrac has tried to identify these forward looking statements by using words such as “expect,” “anticipate,” “estimate,” “plan,” “would,” “should,” “forecast,” “believe,” “guidance,” “projection” or similar expressions, but these words are not the exclusive means for identifying such statements. Innotrac cautions that a number of risks, uncertainties and other important factors could cause actual developments relating to the Merger and related transactions and Innotrac’s results, performance and achievements to differ materially from the expectations expressed in, or implied by, the forward-looking statements, including, without limitation, uncertainties as to the timing of the Offer and Merger; uncertainties as to how many Innotrac shareholders will tender their Shares in the Offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; any conditions imposed by governmental or regulatory authorities in connection with consummation of the tender offer and the merger; satisfaction of various other conditions to the completion of the Offer and the Merger contemplated by the Merger Agreement, including the condition related to obtaining certain third party consents; the risk that affiliates of Sterling will not perform their obligations under the Merger Agreement; and the risk factors set forth from time to time in Innotrac’s SEC filings, including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Innotrac undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On November 14, 2013, Messrs. Dorfman, Toner and Hanger and the following additional executive officers of Innotrac—Stephen G. Keaveney, Chief Financial Officer and Corporate Secretary, and Edgar L. Ringer, Senior Vice President and Chief Information Officer—entered in employment agreements with Innotrac, which will be effective upon the consummation of the Merger (the “Employment Agreements”). These agreements, which were approved by the Compensation Committee of the Board, replace any previous employment agreements such executives had with Innotrac. The Employment Agreements provide for the following initial base salaries: $426,950 (Mr. Dorfman), $300,000 (Mr. Toner), $236,950 (Mr. Hanger), $250,000 (Mr. Keaveney), and $215,000 (Mr. Ringer); standard employee benefits; customer and employee non-solicitation covenants with a post termination period of 24 months; and non-compete covenants with a post termination period of 24 months in the case of Mr. Dorfman, and 12 months in the case of the other executives. The Employment Agreements also provide for establishment of an incentive bonus plan, but do not specify bonus opportunity amounts.

The Employment Agreements provide for “at will” employment, but upon termination without “cause” or a resignation for a “good reason,” (both as defined in the Employment Agreements) the executives will be entitled to severance compensation including salary continuation and continuation of health and welfare benefit during their respective severance period (18 months for Mr. Dorfman, six months for Mr. Ringer and nine months for the remaining executives).

Pursuant to the Employment Agreements, the executives other than Mr. Dorfman have been offered options to acquire equity securities of Parent, subject to a four year vesting schedule, in amounts equal to 2.0%, 1.25%, 1.25%, and 0.5% of the fully-diluted outstanding equity of Parent as of the effective time of the Merger, for Messrs. Toner, Hanger, Keaveney and Ringer, respectively. Any unvested options will be forfeited upon a termination of employment for any reason, and all vested and unvested options will be subject to forfeiture and cancellation upon a termination for cause.

Mr. Dorfman’s Employment Agreement additionally provides him with use of a company car and reimbursement of annual dining club dues.

In addition, on November 14, 2013, the Compensation Committee approved a discretionary transaction success cash bonus for Mr. Keaveney. While the bonus is discretionary, the guidelines for the bonus indicate that for a transaction where the merger consideration is between $100-$120 million the bonuses should be $200,000.

The foregoing description of the material terms of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.4 (Mr. Dorfman), 10.5 (Mr. Toner), 10.6 (Mr. Hanger), 10.7 (Mr. Keaveney), and 10.8 (Mr. Ringer) to this Current Report on Form 8-K, and are incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated November 14, 2013 among Blue Eagle Holdings, L.P., Blue Eagle Acquisition Sub, Inc. and Innotrac Corporation
2.2		Equity Commitment Letter of Sterling Capital Partners IV, L.P. dated November 14, 2013
10.1		Support Agreement, dated November 14, 2013, between Innotrac Corporation, Mark E. Dottore, as the Court appointed receiver for all assets of any kind of IPOF L.P., IPOF Fund, and IPOF Fund II, L.P. and Blue Eagle Holdings, L.P.
10.2		Contribution and Support Agreement, dated November 14, 2013, between Blue Eagle Holdings, L.P., Scott D. Dorfman and the Other Investors Named Therein
10.3		Amended and Restated Aircraft Lease by and between SDD Holdings, Inc. and Innotrac Corporation dated November 14, 2013
10.4		Amended and Restated Employment Agreement dated November 14, 2013 between Innotrac Corporation and Scott D. Dorfman
10.5		Amended and Restated Employment Agreement dated November 14, 2013 between Innotrac Corporation and Robert J. Toner
10.6		Amended and Restated Employment Agreement dated November 14, 2013 between Innotrac Corporation and Larry C. Hanger
10.7		Employment Agreement dated November 14, 2013 between Innotrac Corporation and Stephen G. Keaveney
10.8		Employment Agreement dated November 14, 2013 between Innotrac Corporation and Edgar L. Ringer
10.9		Form of Subscription and Support Agreement, dated November 14, 2013, between Blue Eagle Holdings, L.P. and the Investor Named Therein

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 hereunto duly authorized.

	INNOTRAC CORPORATION
Dated: November 15, 2013	By:	/s/ Stephen G. Keaveney
		Stephen G. Keaveney
		Chief Financial Officer and Secretary

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