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
November 30, 2004
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Date of Report
(Date of earliest event reported)
VERTRUE 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 is 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 communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
VERTRUE INCORPORATED
Item 8.01. Other Events.
On November 30, 2004, Vertrue Incorporated (the "Company") completed the
previously announced acquisition of certain of the assets of Bargain Network
Inc. ("Bargain"), a privately held provider of premier pricing services for
homes, vehicles and consumer durables. Bargain will be operated as a
wholly-owned subsidiary of the Company. The Company has agreed to pay $27
million in cash, plus the payment of certain liabilities in the amount of $5.5
million. The purchase price is subject to certain adjustments and excludes fees
and expenses. In addition, the Company has agreed to pay additional amounts in
2005 if certain milestones are achieved. A copy of the press release is attached
as exhibit 99.1.
Item 9.01. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits:
99.1 Press release dated December 2, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
VERTRUE INCORPORATED
(Registrant)
Date: December 2, 2004
By: /s/ Gary A. Johnson
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NAME: Gary A. Johnson
TITLE: President and Chief Executive Officer