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 29, 2010
infoGROUP Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-34298
(Commission
File Number)
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47-0751545
(IRS Employer
Identification No.) |
5711 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))
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Item 3.03 Material Modification to Rights of Security Holders.
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. On June 29, 2010, infoGROUP Inc. and Wells Fargo Bank,
N.A., (the “Rights Agent”) entered into Amendment No. 1 (the “Amendment”) to the Preferred Stock
Rights Agreement between the Company and the Rights Agent, dated as of May 4, 2009 (the “Rights
Agreement”). The Amendment provides that immediately prior to the Effective Time, but only if the
Effective Time shall occur, the Rights Agreement, as amended, shall terminate, the Rights shall be
canceled and extinguished, and no Person who at any time was the holder of any of the Rights shall
be entitled to any benefits thereunder, including without limitation, the right to purchase or
otherwise acquire Preferred Shares or any other securities of the Company or of any other Person or
Principal Party. The termination of the Rights Agreement and the cancelation and extinguishment of
the Rights are being effected in satisfaction of one of the conditions to Parent’s and Acquisition
Sub’s obligations to consummate the Merger.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment, which is included as Exhibit 4.1 to this Current Report
on Form 8-K and incorporated herein by reference. Capitalized terms used without definition herein
shall have the meanings ascribed to them in the Rights Agreement, as amended.
Note on Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements, including but not
limited to, statements regarding the expected termination of the Rights Agreement, as amended,
immediately prior to the Effective Date of the proposed merger. 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, 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.