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
October 12, 2004
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Date of Report
(Date of earliest event reported)
MEMBERWORKS INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21527 06-1276882
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
680 Washington Blvd
Stamford, Connecticut 06901
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(Address of principal executive offices,
including zip code)
(203) 324-7635
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(Registrant's telephone number,
including area code)
Check the appropriate box below if the Form 8-K s intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
|_| 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 communicatins pursuant to Rule 13e-4(C) under the Exchange
Act (17 CFR 240.13e-4(c))
MEMBERWORKS INCORPORATED
Item 8.01. Other Events
Attached as exhibit 99.1 to this Current Report on Form 8-K is the unaudited pro
forma condensed combined statements of operations for the year ended June 30,
2004. This exhibit updates the unaudited pro forma condensed combined statement
of operations that was previously filed on a Form 8-K dated September 10, 2004.
Item 9.01. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements:
None
(b) Pro Forma Financial Information:
Unaudited Pro Forma Condensed Combined Statement of Operations for the year
ended June 30, 2004. Notes to Unaudited Pro Forma Condensed Combined
Statement of Operations.
(c) Exhibits:
99.1 Unaudited Pro Forma Condensed Combined Statement of Operations for
the year ended June 30, 2004. Notes to Unaudited Pro Forma
Condensed Combined Statement of Operations.
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.
MEMBERWORKS INCORPORATED
(Registrant)
Date: October 12, 2004
By: /s/ Gary A. Johnson
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Gary A. Johnson, President and Chief Executive
Officer