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) August 4, 2006
infoUSA Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-19598
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47-0751545 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 5711 South 86th Circle |
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| Omaha, Nebraska
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68127 |
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(Zip Code) |
Registrant’s telephone number, including area code (402) 593-4500
N/A
(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:
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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 1.01 Entry into a Material Definitive Agreement.
On August 4, 2006, infoUSA Inc., a Delaware corporation (“Parent”), announced that it had entered
into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 4, 2006, by and
among Parent, Spirit Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of
Parent (“Merger Sub”), and Opinion Research Corporation, a Delaware corporation (the “Company”). A
copy of the press release announcing the execution of the Merger
Agreement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The Merger Agreement
The Merger Agreement provides that, at the closing, Merger Sub will be merged with and into the
Company (the “Merger”), and each outstanding share of common stock of the Company will be converted
into the right to receive $12.00 per share in cash, without interest. As a result of the Merger,
the Company will become a wholly-owned subsidiary of Parent. Parent will finance the transaction
with cash on hand and borrowings under its existing credit facility.
The Company has made customary representations and warranties and covenants in the Merger
Agreement, including, among others (i) not to solicit acquisition proposals or, subject to certain
exceptions, furnish information or enter into discussions or negotiations with third parties
regarding acquisition proposals, (ii) to cause a meeting of the Company’s stockholders to be held
to consider the approval and adoption of the Merger Agreement, and (iii) subject to certain
exceptions, for the Company’s board of directors to recommend
that Company stockholders approve and
adopt the Merger Agreement. Consummation of the Merger is subject to various customary conditions,
including approval and adoption of the Merger Agreement by Company stockholders and the absence of
any legal impediments to consummation of the Merger. The Merger Agreement further provides that
the Company may be required, in the event the Merger Agreement is terminated under certain
specified circumstances, to pay Parent a termination fee of $4,000,000.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the
copy of the same attached hereto as Exhibit 2.1, which is incorporated herein by reference.
The Voting Agreement
In connection with the Merger, John F. Short, Douglas L. Cox, and Kevin P. Croke, each an executive
officer of the Company, have, in their capacities as stockholders of the Company, entered into a
Voting Agreement with Parent and Merger Sub with respect to the shares of Company common stock and
stock options owned by such stockholders. At the time of signing, the outstanding shares of
Company common stock held by these stockholders represented approximately 7.4% of the Company’s
outstanding shares, and the outstanding shares and options held by these stockholders represented
approximately 11.6% of the Company’s outstanding shares on a fully-diluted basis. Under the Voting
Agreement, these stockholders have agreed to vote in favor of approval and adoption of the Merger
Agreement, and against any proposal made in opposition to, or in competition with, the Merger. The
Voting Agreement also prohibits the transfer of the Company’s
securities by these stockholders. In the
event the Merger Agreement is terminated, the Voting Agreement will terminate as well.
The foregoing description of the Voting Agreement is qualified in its entirety by reference to the
copy of the same attached hereto as Exhibit 2.2, which is incorporated herein by reference.
Additional Information
In connection with the proposed Merger, the
Company will file a proxy statement with the United
Stated Securities and Exchange Commission (the “SEC”).
Security holders of the company are urged to
read the proxy statement when it becomes available as it will contain important information about
the Company, the proposed Merger, and related matters. The
definitive proxy statement will be mailed to Company stockholders.
Company security holders will also be able to obtain free copies of the proxy statement
(when available) as well as other filed documents containing information about the Company, Parent,
Merger Sub, and the proposed Merger at http://www.sec.gov, the SEC’s web site, or from the Company
at www.opinionresearch.com or by directing a request to Opinion Research Corporation, 600 College
Road East, Suite 4100, Princeton, NJ 08540-6636, Attention: Chief Financial Officer.
Neither the press release attached as Exhibit 99.1 nor this filing should be considered a
solicitation by Parent or Merger Sub of a proxy from any Company stockholder. However, under SEC
rules, the Company and its directors and executive officers and Parent and Merger Sub and their
respective directors and executive officers may be deemed to be “participants” in the solicitation
of proxies from stockholders of the Company in favor of the proposed Merger.
Information about the directors and executive officers of the Company is set forth in the proxy
statement for the Company’s 2006 Annual Meeting of Stockholders, which was
filed with the SEC on April 11, 2006,
and the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2005, which was filed on March 31, 2006. Information about the directors and executive officers of Parent, some of
whom also serve as the directors and executive officers of Merger Sub, is set forth in the proxy
statement for Parent’s 2006 Annual Meeting of Stockholders, which was filed with the SEC on April
17, 2006, and Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005,
which was filed on March 10, 2006. Additional information regarding persons deemed to be
“participants” will be included in the Company’s proxy statement when it is filed with the SEC by
the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following are filed as Exhibits to this Report:
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| Exhibit No. |
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Description of Exhibit |
2.1
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Agreement and Plan of Merger, dated as of August 4, 2006, by and among Opinion
Research Corporation, infoUSA Inc. and Spirit Acquisition, Inc. |
2.2
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Voting Agreement, dated as of August 4, 2006, by and among infoUSA Inc., Spirit
Acquisition, Inc., and certain stockholders of Opinion Research Corporation |
99.1
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Press Release issued by infoUSA Inc. and Opinion Research Corporation on August 4, 2006 |
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