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
December 15, 2004
Date of Report
(Date of earliest event reported)
VERTRUE INCORPORATED
(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 Information.
On December 15, 2004, Vertrue Incorporated (the "Company") issued a press
release announcing that it is increasing the purchase price of its previously
announced self tender offer to purchase up to 500,000 shares of its common
stock. The new purchase price will not be less than $33.50 per share and not
more than $38.50 per share. In addition, the Company is extending the tender
offer period from 5:00 P.M., New York City time, on December 15, 2004, until
5:00 P.M., New York City time, on January 7, 2005, unless the Company extends
the tender offer further. 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 15, 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 15, 2004
By: /s/ Gary A. Johnson
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NAME: Gary A. Johnson
TITLE: President and Chief Executive Officer
INDEX TO EXHIBITS
No. Description
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99.1 Press release dated December 15, 2004.