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 30, 2007
VERTRUE INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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0-21527
(Commission File Number)
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06-1276882
(IRS Employer Identification No.) |
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20 Glover Avenue
Norwalk, Connecticut
(Address of principal executive offices)
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06850
(Zip Code) |
Registrant’s 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 30, 2007, Vertrue Incorporated (“Vertrue”) issued a press release announcing that it
intends to convene the previously adjourned special meeting of its
stockholders scheduled for July 31, 2007 for the sole purpose of
holding a vote to adjourn the special meeting to August 15, 2007 in order to solicit
additional proxies and provide
Vertrue’s stockholders with additional time to consider the
changes to the previously announced merger
effectuated by an amendment that Vertrue entered into on
July 18, 2007, including the increased consideration payable to
Vertrue’s stockholders from $48.50 to $50.00 per share in cash, and to review
supplementary proxy materials, which Vertrue will provide to its
stockholders. Vertrue also announced that, on July 26, 2007, Brencourt Advisors, LLC
(“Brencourt”), on behalf of Brencourt Credit Opportunities Master, Ltd and Brencourt BD, LLC, gave
irrevocable notice to Velo Holdings Inc., which will be the sole owner of the surviving corporation
after the merger (“Parent”), that it was exercising its option to acquire an interest in equity
securities of Parent in the amount of $25,000,000 pursuant to a previously announced agreement between Brencourt and Parent.
A copy of the press release is attached as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| 99.1 |
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Press release issued by Vertrue Incorporated on July 30, 2007. |