UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 31, 2011

interclick, inc.

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

Delaware	~~001-34523~~	01001-~~0692341~~34523	01-0692341
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (646) 722-6260

(~~Registrant’s~~Former ~~telephone~~name ~~number~~or ~~including~~former ~~area~~address, ~~code~~if changed since last report)

~~N/A~~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:

~~(Former~~o ~~name~~Written ~~and~~communications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~425 ~~since~~under ~~last~~the ~~report~~Securities Act (17 CFR 230.425)

~~Check~~o ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):

¨o ~~Written~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

¨o ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124 (c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

¨Item ~~Pre-commencement~~5.02 ~~communications~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~14d-2(b)~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~240~~Certain Officers; Compensatory Arrangements of Certain Officers.~~14d-2(b))~~

¨On ~~Pre-commencement~~October ~~communications~~31, ~~pursuant~~2011, toKeith ~~Rule~~Kaplan ~~13e-4(c)~~was ~~under~~appointed ~~the~~President ~~Exchange~~and ~~Act~~Chief ~~(17~~Revenue ~~CFR~~Officer ~~240~~of interclick, inc.~~13e-4~~ (cthe “Company”)). Mr. Kaplan, 43, was President of North America at Adconion Media Group from July 2007 to October 2011. Mr. Kaplan received a B.S. in Communications from Syracuse University in 1991.

~~Item~~On ~~1.01~~October ~~Entry~~31, 2011, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Kaplan, effective as of October 24, 2011 (the “Effective Date”), the date of commencement of Mr. Kaplan’s employment with the Company. Pursuant to the Employment Agreement, Mr. Kaplan will serve as the Company’s Chief Revenue Officer and President for a ~~Material~~period ~~Definitive~~commencing on the Effective Date pursuant to the terms of the 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 a 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. 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 of Control (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. Kaplan 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. 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.

~~Merger~~The Employment Agreement includes a best payment provision with regard to payments and/or benefits payable to Mr. Kaplan in the event there is a potential excess parachute payment on account of a Change of Control of the Company. To the extent any payments made to Mr. Kaplan that are contingent upon a Change of Control would constitute “parachute payments” within the meaning of Section 280G of the Code, then Mr. Kaplan would receive the better of (a) the payments and/or benefits reduced to an amount that does not trigger any excise tax under Section 4999 of the Code (the “Excise Tax”), or (b) all of the payments and/benefits after taking into account the Excise Tax.

On ~~October~~“Cause” ~~31,~~shall ~~2011,~~mean ~~interclick,~~the ~~inc.,~~occurrence aof ~~Delaware~~one ~~corporation~~or (more of the ~~“Company”),~~following ~~entered~~while ~~into~~employed anunder the Employment Agreement: ~~and~~(A) ~~Plan~~refusal ofor ~~Merger~~material failure by Mr. Kaplan to perform his job duties and responsibilities (~~the~~other ~~“Merger~~than ~~Agreement”)~~due ~~with~~to ~~Yahoo!~~serious ~~Inc.~~physical or mental illness, ainjury ~~Delaware~~or ~~corporation~~medical condition); (~~“Parent”~~B), ~~and~~Mr. ~~Innsbruck~~Kaplan’s ~~Acquisition~~failure ~~Corp.,~~or arefusal ~~Delaware~~to ~~corporation~~comply ~~and~~in aany ~~wholly~~material ~~owned~~respect ~~subsidiary~~with ofmaterial ~~Parent~~Company ~~(“Merger~~policies ~~Sub”~~or lawful directives; (C) Mr. On ~~November 1,~~Kaplan’s ~~2011~~material breach of any contract or agreement between him and the Company ~~and~~(including ~~Parent~~but ~~issued~~not alimited ~~joint~~to ~~press~~any ~~release~~Employee ~~announcing~~Confidentiality ~~that~~and ~~they~~Assignment ~~had~~of ~~entered~~Inventions ~~into~~Agreement or similar agreement between Mr. Kaplan and the ~~Merger~~Company), ~~Agreement~~or Mr. A ~~copy~~Kaplan’s material breach of any statutory duty, fiduciary duty or any other obligation that he owes to the ~~press~~Company; ~~release~~(D) ~~was~~commission ~~previously~~of ~~furnished~~an act of fraud, theft, embezzlement or other unlawful act by Mr. Kaplan against the Company asor ainvolving ~~preliminary~~its ~~communication~~property onor assets or engaging in unprofessional, unethical or other intentional acts that materially discredit the Company’s ~~Solicitation/Recommendation~~or ~~Statement~~are onmaterially ~~Schedule~~detrimental ~~14D-9~~to ~~filed~~the ~~with~~reputation, character or standing of the ~~Securities~~Company; ~~and~~or ~~Exchange~~(E) ~~Commission~~indictment onof, ~~November~~conviction 1of, ~~2011~~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.

~~Pursuant~~“Good Reason” shall be deemed to ~~the~~exist ~~terms~~only ofif the ~~Merger~~Company ~~Agreement,~~shall ~~Merger~~fail ~~Sub~~to ~~will~~correct ~~commence~~within a30 ~~tender~~days ~~offer~~after ~~(the~~receipt ~~“Offer”)~~of towritten ~~purchase~~notice ~~all~~specifying in reasonable detail the reasons why one of the ~~outstanding~~following ~~common~~events ~~stock,~~or ~~par~~conditions ~~value~~has ~~$0.001~~occurred ~~per~~(provided ~~share,~~such ofnotice is delivered no later than 30 days after the ~~Company~~initial (existence of the ~~“Shares”~~occurrence): (A) at a ~~purchase~~material ~~price~~diminution of $9Mr.00 ~~per~~Kaplan’s ~~Share,~~then ~~net~~current tobase ~~the~~salary ~~holder~~(other ~~thereof~~than inreductions ~~cash,~~that ~~without~~also ~~interest~~affect ~~and~~other ~~subject~~similarly tosituated ~~reduction~~employees) ~~for~~without ~~any~~Mr. ~~required~~Kaplan’s ~~withholding~~prior ~~taxes~~written ~~(the~~agreement ~~“Offer~~and ~~Price”~~(B)~~. Under~~ the ~~Merger~~relocation ~~Agreement,~~of ~~Merger~~Mr. ~~Sub~~Kaplan’s ~~will~~primary ~~commence~~business ~~the~~location ~~Offer~~for ~~within~~employment ~~ten~~to ~~business~~a ~~days~~location ~~after~~other ~~October~~than ~~31,~~one ~~2011. If~~situated onin orNew York, without prior towritten ~~any~~agreement, ~~scheduled~~provided ~~expiration~~that ~~date~~in ofall events the ~~Offer,~~termination ~~all~~ of ~~the~~Mr. ~~conditions~~Kaplan’s toservice with the ~~Offer~~Company ~~have~~shall not ~~been~~be ~~satisfied,~~treated ~~or,~~as ~~where~~a ~~permitted~~termination byfor ~~applicable~~“Good ~~law~~Reason” ~~and~~unless ~~the~~such ~~Merger~~termination ~~Agreement,~~occurs ~~waived~~not bymore ~~Merger~~than ~~Sub,~~six ~~Merger~~months ~~Sub~~following isthe ~~obligated~~initial toexistence ~~extend~~of the ~~Offer~~occurrence onof ~~one~~the event or ~~more~~condition ~~occasions~~claimed ~~through~~to ~~April~~constitute ~~30,~~“Good ~~2012,~~Reason. ~~subject~~“Good Reason” shall not be deemed to ~~two~~exist ~~30-calendar~~if ~~day~~the ~~extensions~~events ~~should~~that ~~certain~~would ~~specified~~otherwise ~~conditions~~constitute ~~not~~“Good ~~yet~~Reason” beare ~~satisfied~~prompted by the occurrence of any event constituting Cause.

The ~~obligation~~foregoing description of ~~Merger Sub to accept for payment and pay for~~ the ~~Shares~~Employment ~~validly~~Agreement ~~tendered~~does ~~(and~~ not ~~properly~~purport ~~withdrawn in the Offer) is subject~~ to ~~the~~be ~~satisfaction~~complete ~~or,~~and to the extent permitted by applicable law, waiver of the conditions set forth in the Merger Agreement, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended. The Offer is ~~also~~qualified ~~conditioned on there being validly tendered~~ in ~~the~~its ~~Offer~~entirety ~~and not properly withdrawn before the expiration of the Offer, a number of Shares, which, together with the number of Shares (if any) then owned of record~~ by ~~Parent~~reference ~~or any of its wholly-owned direct or indirect subsidiaries, including Merger Sub, or with respect~~ to ~~which Parent or any of its wholly-owned direct or indirect subsidiaries, including Merger Sub, otherwise has, directly or indirectly, sole voting power, represents at least a majority of~~ the ~~Shares~~full ~~then~~text ~~outstanding (determined on a fully diluted basis) and no less than a majority~~ of the ~~voting~~Employment ~~power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of the Merger~~ Agreement ~~(excluding from the number of tendered Shares~~, ~~but~~a ~~not~~copy ~~from the number~~ of ~~outstanding~~which Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”). Furthermore, the Offer is ~~conditioned~~filed onas ~~the Company’s receipt of~~ an ~~amendment~~exhibit to ~~each~~this ~~outstanding~~Form ~~warrant~~8-K toand ~~purchase~~is ~~Shares~~incorporated ~~(“Warrant”),~~into ~~executed~~this report by ~~the applicable holder thereof, such that the terms of such Warrant provide for its automatic exercise immediately prior to the closing of the Merger~~reference. ~~Neither the Offer nor the Merger is subject to a financing condition.~~

~~Pursuant~~A topress ~~the~~release ~~Merger~~relating ~~Agreement,~~to ~~following~~ the ~~consummation~~Employment ~~of the Offer and the satisfaction or waiver of each of the applicable conditions set forth in the Merger~~ Agreement, ~~including~~is ~~the~~filed ~~Minimum Condition, Merger Sub and the Company will merge (the “Merger”), whereupon Merger Sub’s separate corporate existence will cease and the Company will continue~~ as ~~the~~Exhibit ~~surviving corporation of the Merger and as a wholly-owned subsidiary of Parent (the “Surviving Corporation”)~~99.1 As a result of the Merger, each outstanding Share (other than Shares that are held in the treasury of the Company, and all Shares owned of record by Parent or any of its direct or indirect wholly-owned subsidiaries, including Merger Sub, or by any stockholder of the Company who is entitled to and properly exercises dissenters’ rights under Delaware law) will be converted into the right to receive the Offer Pricehereto. The consummation of the Merger is subject to customary closing conditions. The parties have agreed that if, following completion of the Offer, Parent, Merger Sub and any other subsidiary of Parent collectively own at least 90% of the outstanding Shares, the Merger will be completed without a meeting of the Company’s stockholders, pursuant to Delaware’s “short-form” merger statute.

~~Subject~~Item to the terms and conditions of the Merger Agreement, the Company has granted Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only after acceptance by Merger Sub of, and payment for, Shares tendered in the Offer and on the terms and conditions set forth in the Merger Agreement, to purchase newly issued Shares at a price per Share equal to the Offer Price in an amount that, when added to the Shares already owned by Parent and Merger Sub at the time of exercise of the Top-Up Option, constitutes one share more than 90% of the outstanding Shares9. The Top-Up Option is not exercisable unless, immediately after such exercise and the issuance of Shares pursuant thereto, Parent and Merger Sub will then hold, in the aggregate, at least 90% of the issued and outstanding Shares01. ~~Merger~~Financial ~~Sub~~Statements ~~will pay the Company the aggregate par value of the Shares issued pursuant to the Top-Up Option in cash~~ and ~~the balance of the aggregate price to be paid for such Shares will be paid by delivery of a promissory note~~Exhibits. This promissory note will be full recourse against Merger Sub, will be guaranteed by Parent, will bear interest at the rate of interest per annum equal to the prime lending rate prevailing from time to time during such period as published in The Wall Street Journal, will mature on the first anniversary of the date of its delivery and may be prepaid without penalty. The Top-Up Option will terminate concurrently with any termination of the Merger Agreement.

The Merger Agreement includes customary representations, warranties and covenants of the Company, Parent and Merger Sub made solely for the benefit of the parties to the Merger Agreement. The assertions embodied in those representations and warranties were made solely for purposes of the contract among the Company, Parent and Merger Sub and may be subject to important qualifications and limitations agreed to by the Company, Parent and Merger Sub in connection with the negotiated terms. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to stockholders or may have been used for purposes of allocating risk among the Company, Parent and Merger Sub rather than establishing matters as facts. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants in the Merger Agreement or any description thereof as characterizations of the actual state of facts of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates.

The Company has also agreed to customary covenants governing the conduct of its business, including an obligation to conduct its business in the ordinary and usual course consistent with past practice through the effective time of the Merger or the earlier termination of the Merger Agreement. In addition, the Company has agreed to not solicit or engage in discussions concerning alternative proposals for the acquisition of the Company, and it must notify Parent and Merger Sub of its receipt of any inquiry or proposal regarding an alternative transaction. However, if the Company receives an unsolicited proposal that the Company’s board of directors determines would be reasonably expected to lead to a Superior Proposal (as defined in the Merger Agreement), the Company may, under certain circumstances, provide information to and engage in discussions with the person making such proposal. In the event that the Company receives an unsolicited proposal that the Company’s board of directors concludes is a Superior Proposal, under certain circumstances, the Company’s board of directors may change its recommendation with respect to the Offer and Merger, and the Company may terminate the Merger Agreement to accept the Superior Proposal. However, prior to a change of recommendation by the Company’s board of directors or the Company’s termination of the Merger Agreement due to a Superior Proposal, the Company must provide Parent and Merger Sub with four business days’ notice of its intention to take such actions. During this four day period prior to taking such action, the Company is required to negotiate with Parent and Merger Sub in good faith to make such adjustments in the terms and conditions of the Merger Agreement so that such Superior Proposal would cease to constitute a Superior Proposal.

The Merger Agreement may be terminated under certain customary circumstances, including by Parent if the Company’s board of directors withdraws or changes its recommendation in support of the Offer, or by the Company if the Company’s board of directors determines to accept a Superior Proposal. In each of these cases, the Company may be required to pay Parent a termination fee of $9 million (the “Breakup Fee”). Subject to certain exceptions as set forth in the Merger Agreement, the Company is not obligated to pay or reimburse Parent, Merger Sub or any of their affiliates for any of their costs or expenses upon termination of the Merger Agreement in such cases.

In addition, if the Offer expires as a result of the failure of any condition of the Offer, or is terminated pursuant to the terms of the Offer without any Shares being purchased, either Parent or the Company may terminate the Merger Agreement. If, prior to the date of any such termination, a competing acquisition proposal is publicly disclosed and the Company enters into an agreement to consummate, or actually consummates, a competing acquisition proposal within twelve (12) months after such termination, then the Company may also be required to pay Parent the Breakup Fee upon completion of such competing acquisition proposal.

In connection with the Merger, (i) all outstanding vested options to purchase Shares (“Options”) will be cancelled in exchange for a cash payment equal to the excess, if any, of the Offer Price over the exercise price per share of such Option multiplied by the number of Shares underlying such Option; (ii) all outstanding unvested Options will be cancelled for no consideration (subject to certain acceleration provisions as set forth in the Merger Agreement), provided that, those unvested Options held by any employee of the Company who will be an employee of Parent or an affiliate of Parent following consummation of the Merger will be assumed by the Parent and converted to options to purchase shares of Parent common stock upon the same terms and vesting schedule (with adjustments to the number of shares and the exercise price based on the Equity Exchange Ratio as defined in the Merger Agreement); (iii) all restricted Shares will be converted into the right to receive the Offer Price in the Merger, provided that, holders of unvested restricted Shares will be paid the Offer Price for such restricted Shares as and when such restricted Shares would have vested if the applicable restricted stock agreement had remained in effect following consummation of the Merger; and (iv) all restricted stock units with respect to Shares shall be assumed by Parent and shall be converted into a new award of Parent restricted stock units (with adjustments to the number of shares based on the Equity Exchange Ratio as defined in the Merger Agreement).

The board of directors of the Company has unanimously approved the Offer, the Merger and the Merger Agreement. This summary of the principal terms of the Merger Agreement and the copy of the Merger Agreement filed as an exhibit to this Form 8-K are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company. The foregoing description of the Offer, the Merger and 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, a copy of which is filed as an exhibit to this Form 8-K and is incorporated into this report by reference.

Tender and Support Agreements

Concurrently with the execution of the Merger Agreement, each of the Company’s directors and executive officers (each, a “Stockholder”) entered into a Tender and Support Agreement, dated as of October 31, 2011, with Parent and Merger Sub (each, a “Support Agreement” and collectively, the “Support Agreements”). The Company is not a party to the Support Agreements. Pursuant to each Support Agreement, each such Stockholder has agreed, among other things, to (i) tender the Shares beneficially owned by them in the Offer (other than any unvested restricted Shares) and (ii) support the Merger and the other transactions contemplated hereby, each on the terms and subject to the conditions set forth in the Support Agreements. Each Support Agreement will terminate automatically, without any notice or other action by any Person, upon the first to occur of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the effective time of the Merger, (iii) the date of any modification, waiver or amendment to the Merger Agreement or the terms of the Offer in a manner that reduces the amount of consideration payable to each Stockholder in connection therewith and (iv) the mutual written consent of the parties hereto. An aggregate of 2,276,800 Shares (representing approximately 9.0% of the outstanding Shares, including restricted Shares) are subject to the Support Agreements, consisting of 1,455,510 Shares and vested restricted Shares (representing approximately 5.8% of the outstanding Shares, including restricted Shares) and 821,290 unvested restricted Shares, which are not subject to the tender obligation (representing approximately 3.3% of the outstanding Shares, including restricted Shares).

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K:

(d) Exhibits.

210.1 ~~Agreement~~Executive ~~and~~Employment ~~Plan~~Agreement ~~of Merger, dated as of October 31, 2011,~~ by and ~~among~~between ~~Yahoo! Inc.~~interclick, ~~Innsbruck Acquisition Corp~~inc. and ~~interclick,~~Keith ~~inc~~Kaplan.

~~Additional~~99.1 ~~Information~~Press Release, dated November 4, 2011.

The tender offer described in this communication has not yet commenced. The description contained herein is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase and other related materials that Parent intends to file with the SEC. In addition, the Company intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer. Once filed, the Company’s stockholders will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement on Schedule 14D-9 and related materials with respect to the Offer, free of charge on the SEC’s website at www.sec.gov, from the information agent named in the tender offer materials or from Parent. A copy of the Solicitation/Recommendation Statement on Schedule 14D-9 will also be available free of charge to all the Company’s stockholders by contacting the Company at 11 West 19th Street, 10th floor, New York, NY 10011, Attention: Corporate Secretary, (646) 722-6260. The Company’s stockholders are advised to read these documents, any amendments to these documents and any other documents relating to the Offer that are filed with the SEC carefully and in their entirety prior to making any decisions with respect to the Offer because they contain important information, including the terms and conditions of the Offer.

Forward Looking Statements

This document contains forward-looking statements concerning the proposed acquisition, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that the parties believe or anticipate will or may occur in the future. Risks and uncertainties may cause actual results and benefits of the proposed acquisition to differ materially from management expectations. Potential risks and uncertainties include, among others: general economic conditions and conditions affecting the industries in which Parent and the Company operate; the uncertainty of regulatory approval; and the parties’ ability to satisfy the Offer and Merger Agreement conditions and consummate the transaction Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Parent’s SEC filings, including Parent’s Annual Report on Form 10-K for the year ended December 31, 2010 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 as well as the Company’s SEC filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011. These forward-looking statements speak only as of the date of this communication and neither Parent nor the Company assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

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~~thereunto duly authorized.

	interclick, inc.
Date: November 3, 2011	By:	/s/ Roger Clark
		Name: Roger Clark
		Title: Chief Financial Officer

Date: November 4, 2011

	interclick, inc.

	By:	/s/ Roger Clark
		Roger Clark
		Chief Financial Officer

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

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