FORM 8-K
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): July 12, 2007
VERTRUE INCORPORATED
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation)
|
|
0-21527
(Commission File Number)
|
|
06-1276882
(IRS Employer Identification No.) |
|
|
|
|
|
20 Glover Avenue
Norwalk, Connecticut
(Address of principal executive offices)
|
|
|
|
06850
(Zip Code) |
Registrants Telephone Number, Including Area Code: (203) 324-7635
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instructions
A.2. below):
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)) |
TABLE OF CONTENTS
Item 8.01 Other Events
On July 12, 2007,
Vertrue Incorporated (the Company) issued a press release announcing that,
at a special meeting of stockholders held on the same day, the Companys stockholders voted to
adjourn the meeting to consider the adoption of the Agreement and
Plan of Merger, dated as of March 22, 2007, by and among the
Company, Velo Holdings Inc. and Velo Acquisition Inc.(the
Merger Agreement), providing
for the acquisition of the Company by the Companys management and an investor group consisting of
One Equity Partners, Oak Investment Partners and Rho Ventures. The
meeting was adjourned to
permit the solicitation of additional proxies to adopt the Merger
Agreement. The record date for stockholders entitled to vote at
the reconvened meeting remains June 7, 2007. The
special meeting of stockholders is scheduled to reconvene on Tuesday,
July 31, 2007, at 9:30
a.m., Eastern Time, at the Stamford Marriott Hotel & Spa, 243 Tresser Boulevard, Stamford,
Connecticut.
A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 |
|
Press release, dated July 12, 2007, issued by Vertrue Incorporated. |
Page 2 of 4 Pages
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.
|
|
|
|
|
|
VERTRUE INCORPORATED
|
|
Date: July 12, 2007 |
By: |
/s/ George W. M. Thomas
|
|
|
|
Name: |
George W. M. Thomas |
|
|
|
Title: |
Senior Vice President & General Counsel |
|
|
Page 3 of 4 Pages
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
(99.1)
|
|
Press release, dated July 12, 2007, issued by Vertrue
Incorporated. |