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): June 11, 2007
VERTRUE INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-21527 06-1276882
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
20 Glover Avenue
Norwalk, Connecticut 06850
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (203) 324-7635
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] 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))
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Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
On June 11, 2007, Vertrue Incorporated (the "Company") requested that
LaSalle Bank National Association, as trustee (the "Trustee"), give notice to
each holder of its 9 1/4% Senior Notes due 2014 (the "Notes") that the Company
is voluntarily calling all of its outstanding Notes for full redemption in
accordance with the terms of the Indenture dated as of April 13, 2004, as
supplemented by the First Supplemental Indenture, dated as of April 28, 2006, by
and among the Company, the Trustee, Bargain Networks, Inc., Lavalife Inc., My
Choice Medical Holdings, Inc., and MemberWorks Canada Corporation, as guarantors
(as supplemented, the "Indenture"). The redemption is conditioned upon the
consummation of the merger (the "Merger") contemplated by the
previously-announced merger agreement providing for the acquisition of the
Company by the Company's management and an investor group consisting of One
Equity Partners, Oak Investment Partners and Rho Ventures.
The aggregate principal amount of the Notes being redeemed is $150,000,000.
The Notes will be redeemed on the date of the consummation of the Merger (the
"Redemption Date"), at a redemption price equal to 100% of the principal amount
of the Notes redeemed plus the Applicable Premium (as defined in the Indenture)
as of, and accrued but unpaid interest to, the Redemption Date (the "Redemption
Price"). From and after the Redemption Date, the Notes will no longer be deemed
outstanding and all rights with respect thereto will cease, except only the
right of the holders thereof to receive the Redemption Price.
A press release issued by the Company announcing the redemption is filed as
Exhibit 99.2 to this report and is incorporated herein by reference.
Item 8.01 Other Events
See Item 2.04 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
No. Description.
99.1 Notice of Redemption dated June 11, 2007, to the holders of the
Company's 9 1/4% Senior Notes due 2014.
99.2 Press Release dated June 11, 2007
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.
VERTRUE INCORPORATED
Date: June 12, 2007
By: /s/ Gary A. Johnson
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Name: Gary A. Johnson
Title: President and Chief Executive
Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Notice of Redemption dated June 11, 2007, to the holders of the
Company's 9 1/4% Senior Notes due 2014.
99.2 Press Release dated June 11, 2007