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 24, 2010
infoGROUP Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-34298
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47-0751545 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
577 South 86th Circle
Omaha, Nebraska 68127
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (402) 593-4500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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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.
As previously announced, on March 8, 2010, infoGROUP Inc., a Delaware corporation (the
“Company” or “infoGroup”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Omaha Holdco Inc., a Delaware corporation (“Parent”), and Omaha Acquisition Inc., a Delaware
corporation (“Acquisition Sub”), providing for the merger, upon approval of the Company’s
stockholders, of Acquisition Sub with and into the Company (the “Merger”), with the Company
surviving the Merger as a wholly owned subsidiary of Parent. Parent and Acquisition Sub are
affiliates of CCMP Capital Advisors, LLC. As previously announced, on May 26, 2010, the Board of
Directors of the Company established May 27, 2010 as the record date for the special meeting of the
Company’s stockholders to consider and vote upon a proposal to adopt and approve the Merger
Agreement (the “Special Meeting”). Stockholders of record as of the close of business on May 27,
2010 are entitled to notice of, and to vote at the Special Meeting. The Special Meeting is
scheduled to be held on June 29, 2010, at 9:30 a.m. at the Hilton Omaha, 1001 Cass Street, Omaha,
Nebraska 68102 at 9:30 a.m. local time. On June 24, 2010, the Company issued a press release (the
“Release”) announcing that the Court of Chancery of the State of Delaware declined to issue a preliminary
injunction which might have delayed the Special Meeting and the stockholder vote on adoption of the
Merger Agreement. The preliminary injunction was requested by the New Jersey Carpenters Pension
Fund, a stockholder of the Company, on behalf of all the Company’s stockholders. The Pension Fund
could still seek a discretionary interlocutory appeal of the Court of Chancery’s decision. A copy
of the Release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
Additional Information and Where to Find It
In connection with the Merger, infoGroup has filed a definitive proxy statement and other relevant
documents concerning the Merger with the SEC. STOCKHOLDERS OF infoGROUP ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors and security holders can obtain free copies of the definitive proxy
statement and other documents in the SEC’s public reference room located at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. Please call the SEC at 1 800 SEC 0330 for further information
on the public reference room. Copies of the definitive proxy statement and other documents
infoGroup files with the SEC may also be obtained by mail, upon payment of the SEC’s customary
fees, by writing to the SEC’s principal office at 100 F Street, NE, Washington D.C. 20549. Our SEC
filings, including the definitive proxy statement, are also available to the public, free of
charge, at the SEC’s website at http://www.sec.gov. You also may obtain free copies of the
documents infoGroup files with the SEC by going to the “Financial Information” subsection of our
“Investors Relations” section of our website at http://ir.infogroup.com/sec.cfm. Our website
address is provided as an inactive textual reference only. Information regarding the identity of
the persons who may, under SEC rules, be deemed to be participants in the solicitation of
stockholders of infoGroup in connection with the transaction, and their interests in the
solicitation, is set forth in the definitive proxy statement that was filed by infoGroup with the
SEC on May 28, 2010.
Note on Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements.
These forward-looking statements involve certain risks and uncertainties that could cause actual
results to differ materially from those indicated in such forward-looking statements, including,
but not limited to, the ability of the parties to consummate the proposed Merger, satisfaction of
closing conditions precedent to the consummation of the proposed Merger, the expected timing of
completion of the proposed Merger, and such other risks as identified in Infogroup’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC on February 26,
2010, which contains and identifies important factors that could cause the actual results to differ
materially from those contained in the forward-looking statements. Infogroup assumes no obligation
to update any forward-looking statement contained in this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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Press Release issued by infoGroup on June 24, 2010. |