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 22, 2004
VALASSIS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-10991 | 38-2760940 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No) |
19975 Victor Parkway, Livonia, Michigan 48152
(Address of principal executive office)
Registrant’s telephone number, including area code: 734-591-3000
Item 5. OTHER EVENTS
Institutional Shareholder Services (“ISS”) requested that Valassis Communications, Inc. (“Valassis”) provide ISS with additional information about fees that Valassis paid to its independent auditors, Deloitte & Touche LLP (“Deloitte”) reported in its proxy statement for its 2004 Annual Meeting of Shareholders. ISS further requested that Valassis publish this information either in a Form 8-K filing or in a press release. The following is the information Valassis provided to ISS:
FEES PAID TO INDEPENDENT AUDITORS
The following table sets forth supplemental information concerning fees billed by Deloitte for services rendered to Valassis for the fiscal year ended December 31, 2003:
| Audit Fees |
$ | 184,341 | |
| Audit-Related Fees |
71,050 | ||
| Tax Fees-Preparation and Compliance |
156,616 | ||
| Total Audit, Audit Related And Tax Preparation and Compliance Fees |
412,007 | ||
| Other Non-audit Fees: |
|||
| Tax Fees-Other (1) |
175,481 | ||
| All Other Fees |
7,400 | ||
| Total-Other Fees |
182,881 | ||
| Total-Fees |
$ | 594,888 | |
| (1) | Tax Fees-Other includes tax due diligence on acquisition of $57,441, tax consulting on state tax audit issues of $48,531, and other tax advice of $69,509. |
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.
| VALASSIS COMMUNICATIONS, INC. | ||
| By: | /s/ Robert L. Recchia | |
| Robert L. Recchia | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
Dated: April 22, 2004