UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2007
VALASSIS COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10991 38-2760940
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
19975 Victor Parkway, Livonia, MI 48152
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(Address of Principal Executive Offices) (Zip Code)
(734) 591-3000
Registrant's Telephone Number, Including Area Code
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))
Items to be Included in this Report
Item 2.02 Results of Operations and Financial Condition
On May 3, 2007, Valassis Communications, Inc. (the "Company") issued a
press release, furnished a Current Report on Form 8-K and held a publicly
webcast investor call announcing its financial results for the quarter ended
March 31, 2007. As disclosed during the investor call, due to a clerical error,
ADVO's revenues for the full quarter ended March 31, 2007 were incorrectly
reported in the press release (in the fifth paragraph captioned "ADVO" under
"Business Segment Discussion") as $355 million; the correct amount of revenues
is $337.8 million. The percentage decrease from the same quarter a year ago was
correctly reported in the press release as 4.8%.
In addition, during the investor call, management noted that the 2007
outlook for adjusted EBITDA was approximately $255.0 million, rather than the
range of $255.0 million to $265.0 million reported in the press release.
Adjusted EBITDA is a non-GAAP financial measure as described in the schedule
entitled "Reconciliation of Non-GAAP Measures" found at the end of the attached
press release.
Subsequently on May 3, 2007, the Company provided a revised press release,
a copy of which is attached hereto as Exhibit 99.1 and which is incorporated
hereby by reference.
The information in Item 2.02 of the Current Report and the accompanying
exhibit shall not be incorporated by reference into any filing by Valassis,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing, unless expressly incorporated by specific
reference in such filing.
Safe Harbor and Forward-Looking Statements
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Certain statements found in this document constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks and
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
price competition from the Company's existing competitors; new competitors in
any of the Company's businesses; a shift in customer preference for different
promotional materials, strategies or coupon delivery methods; an unforeseen
increase in the Company's paper or postal costs; economic disruptions caused by
terrorist activity, armed conflict or changes in general economic conditions;
changes which affect the businesses of the Company's customers and lead to
reduced sales promotion spending; challenges and costs of achieving synergies in
connection with the ADVO acquisition and integrating ADVO's operations; or the
ability of the Company to generate a sufficient amount of cash flow to meet its
debt obligations. The Company disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by Valassis Communications, Inc.
dated May 3, 2007
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.
VALASSIS COMMUNICATIONS, INC.
(Registrant)
Date: May 3, 2007
By: /s/Robert L. Recchia
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Name: Robert L. Recchia
Title: Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
99.1 Press Release issued by Valassis Communications, Inc.
dated May 3, 2007.