UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exhange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2011 (February 2, 2011)
Date of Report (Date of earliest event reported): April 11, 2011
INTERACTIVE INTELLIGENCE, INC.
INTERACTIVE INTELLIGENCE, INC. (Exact name of registrant as specified in its charter)
000-27385 (Commission File Number)
Indiana (State or Other Jurisdiction of Incorporation)			35-1933097 (IRS Employer Identification No.)
7601 Interactive Way Indianapolis, IN 46278 (Address of principal executive offices, including zip code)
(317) 872-3000 (Registrant’s telephone number, including area code)
Not Applicable (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:
[ ] 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)
[X] 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))

Item 51.~~02 Departure~~01 Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On April 11, 2011, Interactive Intelligence, Inc., an Indiana corporation (e“Interactive Intelligence”) ~~Compensatory~~, ~~Arrangements~~Interactive Intelligence Group, Inc., an Indiana corporation and wholly owned subsidiary of ~~Named~~Interactive ~~Executive~~Intelligence ~~Officers~~(“ININ Group”), and ININ Corp., an Indiana corporation and wholly owned subsidiary of ININ Group (“MergerCo”), entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”), that provides:

~~2011~~· ~~Executive~~Interactive ~~Compensation~~Intelligence will merge with MergerCo (the “Merger”), with Interactive Intelligence surviving the Merger as a wholly owned subsidiary of ININ Group.

On· ~~February~~Each 2,outstanding ~~2011,~~share ~~the~~of ~~Compensation~~Interactive ~~Committee~~Intelligence ofcommon ~~the~~stock, ~~Board~~par ofvalue ~~Directors~~$0.01 ofper share (“Interactive Intelligence, ~~Inc.~~Common ~~(the “Company~~Stock”), ~~approved~~will ~~annual~~automatically ~~compensation~~convert ~~arrangements,~~into ~~for~~one ~~the~~share ~~year~~of ~~beginning~~common ~~January~~stock 1,of ~~2011~~ININ Group, ~~for~~par ~~those~~value $0.01 per share (“~~Named~~ININ ~~Executive~~Group ~~Officers~~Common Stock”), ~~included~~and in the ~~Company’s~~current ~~definitive~~shareholders ~~proxy~~of ~~statement~~Interactive Intelligence will become shareholders of ININ Group on ~~Schedule~~a ~~14A~~one-for-one ~~filed~~basis, ~~with~~holding the ~~Securities~~same number of shares and ~~Exchange~~the ~~Commission~~same onownership ~~April~~percentage 9,after ~~2010,~~the reorganization as ~~follows:~~they held prior to the reorganization.

~~Name~~· ~~Title/Position~~Each ~~Donald E. Brown, M.D. Chairman~~ of the ~~Board,~~outstanding ~~President~~options ~~and~~to ~~Chief~~acquire ~~Executive~~shares ~~Officer~~of ~~(Principal~~Interactive ~~Executive~~Intelligence ~~Officer)~~Common ~~Stephen~~Stock R.will ~~Head~~become ~~Chief~~options ~~Financial~~to ~~Officer,~~acquire ~~Senior~~an ~~Vice~~identical ~~President~~number of ~~Finance~~shares ~~and Administration, Secretary and Treasurer (Principal Financial Officer) Gary R. Blough Executive Vice President~~ of ~~Worldwide~~ININ ~~Sales~~Group ~~Pamela~~Common J.Stock ~~Hynes~~with ~~Vice~~the ~~President~~same ofterms ~~Worldwide~~and ~~Communications~~conditions as abefore ~~Service~~the ~~and Education Joseph A~~reorganization. ~~Staples Chief Marketing Officer, Senior Vice President of Marketing~~

~~The~~· ~~2011~~Each ~~base~~outstanding ~~salaries~~restricted stock unit for ~~each~~shares of ~~the~~Interactive ~~Named~~Intelligence ~~Executive~~Common ~~Officers~~Stock ~~are~~will asbecome ~~follows:~~a Drrestricted ~~Brown,~~stock ~~$370,000;~~unit ~~Mr.~~for ~~Head,~~an ~~$247,500;~~identical ~~Mr.~~number ~~Blough,~~of ~~$221,500;~~shares ~~Ms. Hynes, $195,000; and Mr. Staples, $232,000. For purposes~~ of ~~the~~ININ ~~2011~~Group ~~compensation~~Common ~~arrangements, "non-GAAP" means excluding stock option expense and purchase accounting adjustments~~Stock.

~~Dr.~~Upon ~~Brown~~completion ~~and Mr. Head are eligible for a Company Performance Bonus. The bonus is earned and paid quarterly based on the percentage~~ of ~~actual year-to-date non-GAAP operating income margin compared to a target margin of 10%. For~~ the ~~first three quarters of the year~~reorganization, ~~payments~~ININ ~~are~~Group ~~limited~~would toreplace aInteractive ~~margin~~Intelligence ofas ~~10%. Payments for~~ the ~~second,~~publicly ~~third~~held ~~and~~corporation ~~fourth~~traded ~~quarters are calculated based~~ on ~~amounts earned less payments made in prior quarters. No bonus will be paid if~~ the ~~Company’s~~NASDAQ ~~year-to-date~~Global ~~non-GAAP~~Select ~~operating~~Market ~~income~~under ~~margin~~“ININ”, ~~as of~~ the ~~end~~current ofInteractive ~~the~~Intelligence ~~applicable quarter is less than 5%~~symbol. The Ifreorganization ~~the~~would ~~actual~~generally ~~annual~~be ~~non~~tax-~~GAAP~~free ~~operating~~for ~~income~~Interactive ~~margin~~Intelligence’s ~~equals the 10% target margin, Dr~~shareholders. ~~Brown and Mr. Head will earn an aggregate bonus of $220,000 and $154,000, respectively, for 2011.~~

~~Mr.~~It ~~Blough~~ is ~~eligible~~expected ~~for~~that ~~bonuses~~the ~~earned~~directors and ~~paid~~executive ~~quarterly~~officers ~~based on achieving year-to-date sales and marketing operating profit targets, with a bonus based on North American results and a bonus based on results for the rest~~ of ~~the~~ININ ~~world.~~Group ~~For~~immediately ~~the~~following ~~first three quarters of~~ the ~~year,~~reorganization ~~payments~~would ~~are~~be ~~limited to~~ the ~~targeted~~same ~~amounts. Payments~~individuals ~~for~~who ~~the~~were ~~second,~~directors ~~third~~ and ~~fourth~~executive ~~quarters~~officers, ~~are~~respectively, ~~calculated~~of ~~based~~Interactive onIntelligence ~~amounts earned less payments made in~~ prior ~~quarters.~~to ~~No bonus will be paid if~~ the ~~Company does not report non-GAAP operating income for the applicable quarter~~reorganization. ~~If the actual annual operating profit amounts equal the annual targeted amounts, Mr. Blough will earn an aggregate bonus of $220,000 for 2011.~~

~~Ms.~~The ~~Hynes~~boards isof ~~eligible~~directors for a bonus earned and paid quarterly based on achieving year-to-date communications as a service (CaaS) operating profit targets. Ms. Hynes is also eligible for a bonus earned and paid quarterly based on the dollar amount of ~~year-to-date~~ Interactive Intelligence ~~Inc. CaaS orders. For the first three quarters of the year~~, ~~payments~~ININ ~~are~~Group ~~limited~~and toMergerCo ~~the~~have ~~targeted~~unanimously ~~amounts. Payments~~approved ~~for~~ the ~~second,~~Reorganization ~~third~~Agreement and ~~fourth~~the ~~quarters~~transactions ~~are~~contemplated ~~calculated~~thereby. ~~based~~The onReorganization ~~amounts~~Agreement ~~earned~~is ~~less~~subject ~~payments~~to ~~made~~specified inconditions, ~~prior~~including ~~quarters.~~approval Noby ~~bonus~~Interactive ~~will~~Intelligence’s beshareholders ~~paid~~at ifInteractive ~~the~~Intelligence’s ~~Company~~2011 ~~does~~Annual ~~not~~Meeting ~~report~~of ~~non-GAAP~~Shareholders ~~operating income for~~ (the ~~applicable~~“Annual ~~quarter~~Meeting”). IfThe ~~the~~date, ~~actual~~time ~~annual operating profit~~ and ~~order~~place ~~amounts~~of ~~equal~~ the ~~annual~~Annual ~~targeted~~Meeting ~~amounts, Ms. Hynes~~ will ~~earn~~be anannounced ~~aggregate~~by ~~bonus~~Interactive ofIntelligence ~~$83,000~~at ~~for~~a ~~2011~~later time.

~~Mr.~~The ~~Staples~~Reorganization isAgreement ~~eligible~~may ~~for~~be aterminated ~~bonus earned~~ and ~~paid~~the ~~quarterly~~transactions ~~based~~contemplated onthereby ~~achieving~~may ~~year-to-date~~be ~~worldwide~~abandoned ~~sales~~at ~~and~~any ~~marketing~~time ~~operating~~prior ~~profit~~to ~~targets. Mr. Staples is also eligible for a bonus earned and paid quarterly based on~~ the ~~dollar~~effective ~~amount~~time of ~~year-to-date~~ ~~consolidated company hosted orders. For~~ the ~~first~~Merger ~~three~~by ~~quarters~~action of the ~~year,~~board ~~payments~~of ~~are~~directors ~~limited~~of toInteractive ~~the~~Intelligence ~~targeted~~if ~~amounts.~~it ~~Payments~~determines that for ~~the~~any ~~second,~~reason ~~third~~the ~~and~~completion ~~fourth~~of ~~quarters~~the ~~are~~transactions ~~calculated~~provided ~~based~~for ~~on amounts earned less payments made~~ in ~~prior~~the ~~quarters.~~Reorganization NoAgreement ~~bonus~~would ~~will~~ be ~~paid~~inadvisable ifor ~~the Company does~~ not ~~report~~in ~~non-GAAP operating income for~~ the ~~applicable~~best ~~quarter. If~~interests ~~the~~of ~~actual~~Interactive ~~annual~~Intelligence ~~operating~~or ~~profit~~its ~~and order amounts equal the annual targeted amounts, Mr~~shareholders. ~~Staples will earn an aggregate bonus of $110,000 for 2011.~~

-The foregoing description of the Reorganization Agreement is not complete and is qualified in its entirety by reference to the Reorganization Agreement, which is attached hereto as Exhibit 2.1 -and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 11, 2011, ININ Group filed with the Securities and Exchange Commission (the “SEC”) a preliminary joint proxy statement/prospectus (subject to completion) as part of its preliminary Registration Statement on Form S-4 relating to the Reorganization Agreement. This filing is available at the SEC’s website at http://www.sec.gov. Among other things, the filing states that the information in the preliminary joint proxy statement/prospectus “is not complete and may be changed.”

Where to Find Additional Information

Interactive Intelligence, Inc. and Interactive Intelligence Group, Inc. have filed a registration statement that includes a preliminary proxy statement/prospectus and other relevant documents in connection with the proposed reorganization. INTERACTIVE INTELLIGENCE SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE DOCUMENTS AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN FILED AND MAILED, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REORGANIZATION. The definitive proxy statement/prospectus will be mailed to Interactive Intelligence shareholders prior to the shareholder meeting. In addition, investors may obtain a free copy of the preliminary proxy statement/prospectus and other filings containing information about Interactive Intelligence, ININ Group, and the proposed reorganization, from the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the preliminary proxy statement/prospectus and other filings containing information about Interactive Intelligence, ININ Group, and the proposed reorganization can be obtained without charge by sending a request to Interactive Intelligence, Inc., 7601 Interactive Way, Indianapolis, Indiana 46278, Attention: Investor Relations; by calling (317) 872-3000; or by accessing them on Interactive Intelligence, Inc.’s investor relations Web page at http://investors.inin.com/.

Participants in the Solicitation

Interactive Intelligence, its directors, executive officers, certain other members of management, and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Interactive Intelligence in favor of the proposed holding company reorganization. Additional information regarding the interests of potential participants in the proxy solicitation is included in the preliminary proxy statement/prospectus and will be included in the definitive proxy statement/prospectus and other relevant documents that Interactive Intelligence and ININ Group have filed and intend to file with the SEC in connection with the annual meeting of shareholders of Interactive Intelligence, Inc.

Item 8.01 Other Events.

On April 11, 2011, Interactive Intelligence issued a press release relating to the reorganization. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
2.1		Agreement and Plan of Reorganization, dated as of April 11, 2011, by and among Interactive Intelligence, Inc., Interactive Intelligence Group, Inc. and ININ Corp.
99.1		Press Release, dated April 11, 2011, issued by Interactive Intelligence, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Interactive Intelligence, Inc. (Registrant)
Date: February 7, 2011	By:	/s/ Stephen R. Head
Date: April 11, 2011	By:	/s/ Stephen R. Head
		Stephen R. Head Chief Financial Officer, Senior Vice President of Finance and Administration, Secretary and Treasurer

EXHIBIT INDEX

Exhibit No.		Exhibit
2.1		Agreement and Plan of Reorganization, dated as of April 11, 2011, by and among Interactive Intelligence, Inc., Interactive Intelligence Group, Inc. and ININ Corp.
99.1		Press Release, dated April 11, 2011, issued by Interactive Intelligence, Inc.

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