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 of Report (Date of earliest event reported) April 14, 2014

Autobytel Inc.
  (Exact name of registrant as specified in its charter)

Delaware
 
1-34761
 
33-0711569
 
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
18872 MacArthur Boulevard, Suite 200, Irvine, California
 
 
92612-1400
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code (949) 225-4500
Not Applicable
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ 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 information included in Item 3.03 below regarding Amendment No. 1 to the Plan (as defined below) is incorporated by reference into this Item 1.01.

Item 3.03.
Material Modification to Rights of Security Holders.
On April 14, 2014, the Board of Directors of Autobytel Inc., a Delaware corporation (“ Company ”), approved an Amendment No. 1 (“ Amendment No. 1 ”) to Tax Benefit Preservation Plan dated May 26, 2010 (“ Plan ”) between the Company and Computershare Trust Company, N.A., as rights agent.  The Plan, which is designed to protect stockholder value by preserving the Company’s important tax assets, was scheduled to expire at the close of business on May 26, 2014.  Amendment No. 1 extends the expiration date of the Plan to May 26, 2017 (subject to other earlier termination events set forth in the Plan).  Amendment No. 1 to the Plan also increases the Purchase Price (as defined in the Plan) from $8.00 to $75.00.  The original Plan was approved by the Company’s stockholders at its 2011 Annual Meeting of Stockholders.  The Company intends to submit the Plan, as amended, for approval by the Company’s stockholders at the Company’s 2014 Annual Meeting of Stockholders.  If stockholder approval of the Plan, as amended, is not obtained at the Company’s 2014 Annual Meeting, the Plan will terminate at the end of the calendar month in which occurs the final adjournment of the Company’s 2014 Annual Meeting.

The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is filed with this Current Report on Form 8-K, as Exhibit 4.1 and incorporated herein by reference.

The original Plan is described in, and included as, an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2010.

Item 9.01.
Financial Statements and Exhibits.
                     (d)              Exhibits
 
 
 
 
Exhibit
No.
 
 
 
Description
 
 
 
4.1
 
Amendment No. 1 to Tax Benefit Preservation Plan, dated as of April 14, 2014, between Autobytel Inc. and Computershare Trust Company, N.A., as rights agent.
 
2



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  Date:  April 15, 2014
 
 
Autobytel Inc., a Delaware corporation
 
 
 
 
By:
 /s/ Glenn E. Fuller
 
 
 
Glenn E. Fuller, Executive Vice President, Chief Legal and Administrative Officer and Secretary








3



INDEX OF EXHIBITS

 
 
 
 
 
Exhibit No.
 
 
 
Description
 
 
 
 
 
 
 
 
4.1
 
Amendment No. 1 to Tax Benefit Preservation Plan, dated as of April 14, 2014, between Autobytel Inc. and Computershare Trust Company, N.A., as rights agent.
 
 
 






4
Exhibit 4.1
 
AMENDMENT NO. 1
TO
TAX BENEFIT PRESERVATION PLAN

This Amendment No. 1 to Tax Benefit Preservation Plan (“ Amendment ”) is entered into between Autobytel Inc., a Delaware corporation (“ Company ”), and Computershare Trust Company, N.A., as rights agent (“ Rights Agent ”) effective as of April 14, 2014.

Background

The Company and the Rights Agent are parties to that certain Tax Benefit Preservation Plan dated as of May 26, 2010 (“ Plan ”). The Board of Directors of the Company deems it advisable and in the best interests of the Company and its stockholders to amend the Plan to extend its maturity date and to increase the Purchase Price (as defined in the Plan). No Person (as defined in the Plan) has become an Acquiring Person (as defined in the Plan).
1.              Amendments . Pursuant to and in accordance with Section 27 of the Plan, the Plan is hereby amended as follows:
 
(a)
Paragraph (a), clause (i) of Section 7 of the Plan is amended in its entirety to read as follows:
“(i)  the Close of Business on May 26, 2017,”
(b)
Paragraph (a), clause (iv) of Section 7 of the Plan is amended in its entirety to read as follows:
“(iv)  the end of the calendar month in which occurs the final adjournment of the Company’s 2014 annual meeting of stockholders, if stockholder approval of this Plan has not been received at such meeting,”
(c)
The last sentence of paragraph (a) of Section 7 of the Plan is amended in its entirety to read as follows:
“Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes, prior to the Close of Business on May 26, 2017, that the Expiration Date has not occurred.”
(d)
The first sentence of paragraph (b) of Section 7 of the Plan is amended in its entirety to read as follows;
“The Purchase Price shall be $75.00 for each one one-hundredth of a share of Preferred Stock purchasable upon the exercise of a Right (the “ Purchase Price ”).”
(e)
Each of the Legend and paragraph one of the Form of Right Certificate, attached as Exhibit A to the Plan, is amended so that the references to “May 26, 2014” are replaced with “May 26, 2017”.
2.              Effect of this Amendment .  It is the intent of the parties that this Amendment constitutes an amendment of the Plan as contemplated by Section 27 thereof.  Except as provided herein, the Plan is in all other respects ratified and confirmed and shall continue in full force and effect as amended hereby.  This Amendment shall be deemed effective as of the date hereof as if executed by both parties hereto on such date.

3.              Counterparts .  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

4.              Governing Law .  This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

5.              Severability .  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.              Descriptive Headings .  The captions herein are included for convenience of reference only, do not constitute a part of this Amendment and shall be ignored in the construction and interpretation hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date set forth above.
 

AUTOBYTEL INC.
 
 
 
By:
/s/ Glenn E. Fuller
 
Glenn E. Fuller
 
Executive Vice President, Chief Legal and
  Administrative Officer and Secretary
 
 
 
 
 
 
COMPUTERSHARE TRUST COMPANY, N.A.
 
 
 
 
By:
/s/ Dennis V. Moccia
 
Name:  Dennis V. Moccia
 
Title:  Manager, Contract Administration