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

December 1316, 2010

Date of Report (Date of earliest event reported)

INTERNET BRANDS, INC.

(Exact name of registrant as specified in this charter)

Delaware	001-33797	95-4711621
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

909 North Sepulveda Blvd., 11th Floor, El Segundo, CA 90245

(Address of Principal Executive Offices and Zip Code)

(310) 280-4000

Registrant’s Telephone Number, including area code:

Not applicable

(Former Name or Former Address, if Changes 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0201 ~~Termination~~Completion of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On December 1316, 2010, ~~and~~at ina ~~connection~~special ~~with~~meeting anof ~~Agreement~~the ~~and~~stockholders ~~Plan~~ of ~~Merger~~Internet Brands, Inc. (the “~~Merger Agreement~~Company”), such stockholders voted to adopt the Agreement and Plan of Merger, dated as of September 17, 2010, by and among Micro Holding Corp., a Delaware corporation (“Parent”), Micro Acquisition Corp., a Delaware corporation (“Merger Sub”), and ~~Internet~~the ~~Brands, Inc.~~Company (the “~~Company~~Merger Agreement”). On December 17, 2010, the Company ~~terminated~~and Parent filed a Certificate of Merger with the ~~Loan~~Secretary ~~and~~of ~~Security~~State ~~Agreement,~~of ~~dated~~the asState of ~~October 7~~Delaware, ~~2008~~pursuant to which Merger Sub merged with and asinto ~~thereafter~~the ~~amended~~Company, ~~among~~with the Company, ~~Autodata, Inc~~continuing as the surviving corporation (the “Merger”)., As ~~Autodata~~a ~~Solutions~~result of the Merger, ~~Inc~~ the Company became a wholly owned subsidiary of Parent., Under ~~CarsDirect~~the ~~Mortgage~~terms ~~Services~~of the Merger Agreement, each share of the Company’s Class ~~Inc.~~A common stock, ~~CD1Financial~~par value $0.~~com,~~001 ~~LLC,~~per share (the “Class ~~Internet~~A ~~Media~~Common ~~Solutions~~Stock”), and Class ~~Inc.,~~B ~~LoanApp~~common stock, ~~Inc~~ par value $0.001 per share (the “Class B Common Stock,” and ~~Silicon~~together ~~Valley~~with ~~Bank~~the (Class A Common Stock, the “~~Loan~~Common ~~Agreement~~Stock”)~~. The~~, ~~material~~that ~~terms~~was issued and ~~conditions~~outstanding ofat the ~~Loan~~effective ~~Agreement~~time ~~are~~of ~~described~~the inMerger ~~the~~(other ~~Company’s~~than ~~Current~~shares ~~Report~~owned onby ~~Form 8-K~~Parent, asMerger ~~filed~~Sub, ~~with~~ the ~~Securities~~Company and ~~Exchange~~their ~~Commission~~subsidiaries, onand ~~October 10,~~by ~~2008,~~stockholders who have perfected and ~~are~~not ~~incorporated~~withdrawn ~~herein~~a bydemand ~~reference. No~~for ~~material~~appraisal ~~early~~rights) ~~termination~~was ~~penalties~~cancelled ~~were~~and ~~incurred~~converted byinto the ~~Company~~right to receive $13.35 per share in ~~connection~~cash, ~~with~~without ~~the~~interest ~~termination~~and ofless ~~the~~any ~~Loan~~applicable ~~Agreement~~withholding taxes.

~~Item~~The ~~5.07~~foregoing ~~Submission~~description of ~~Matters~~the Merger Agreement and related transactions does not purport to abe ~~Vote~~complete and is subject, and qualified in its entirety by reference, to the full text of ~~Security~~the ~~Holders~~Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2010, and which is incorporated herein by reference.

AtItem a3.01 ~~special~~Notice ~~meeting~~ of ~~stockholders~~Delisting ofor ~~the~~Failure ~~Company~~to ~~held~~Satisfy ~~on December 16, 2010, the Company’s stockholders voted on~~ a ~~proposal~~Continued toListing ~~adopt~~Rule ~~the Merger Agreement. There were 97,220,413 total votes present at the special meeting in person~~ or byStandard; ~~proxy. This~~Transfer ~~number includes the votes~~ of ~~holders of 36,720,413 shares of Class A common stock, par value $0~~Listing.001 per share (the “Class A Common Stock”), and 3,025,000 shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”). Each share of Class A Common Stock represented one vote, and each share of Class B Common Stock represented 20 votes. The proposal was approved by the following vote:

Class of Common Stock	Votes For	Votes Against	Abstentions	Broker Non-Votes
Class A Common Stock	36,704,913	14,354	1,146	0
Class B Common Stock	60,500,000	0	0	0

On December 17, 2010, in connection with the consummation of the Merger, the Company informed The NASDAQ Global Select Market (“NASDAQ”) of the Merger and requested that trading in the Company’s Class A Common Stock be suspended prior to market open the next business day and that the Class A Common Stock be withdrawn from listing on NASDAQ as of the close of market on December 17, 2010. NASDAQ will file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25, thereby commencing the process of delisting and deregistering the Company’s Class A Common Stock. The Company expects its Class A Common Stock to be delisted as of the close of trading on December 17, 2010. The Company intends to file a Form 15 to suspend its reporting obligations under Section 13(a) and 15(d) of the Exchange Act as soon as practicable.

InItem ~~addition,~~3.03 ~~the~~Material ~~Merger~~Modification ~~Agreement~~to ~~was~~Rights ~~adopted by the holders~~ of aSecurity ~~majority of the outstanding shares of Class A Common Stock other than shares beneficially owned by Idealab Holdings, L~~Holders.~~L.C., a Delaware limited liability company, Idealab, a California corporation, and certain other excluded parties.~~

On December 17, 2010, pursuant to the terms of the Merger Agreement, each share of outstanding Common Stock of the Company (other than shares owned by Parent, Merger Sub, the Company and their subsidiaries, and by stockholders who have perfected and not withdrawn a demand for appraisal rights) was cancelled and converted into the right to receive $13.35 per share in cash, without interest and less any applicable withholding taxes.

Item 5.01 Changes in Control of the Registrant.

The information disclosed in Item 2.01 is incorporated herein by reference. On December 17, 2010, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation in the Merger. As a result of the Merger, the Company became a wholly owned subsidiary of Parent. Parent is controlled by investment funds managed by Hellman & Friedman LLC (“H&F”).

The total cash merger consideration paid was approximately $640 million, which was funded from equity contributions from investment funds managed by H&F and JMI Equity Fund VI, L.P. and cash of the Company, as well as proceeds received by Merger Sub in connection with debt financing provided by General Electric Capital Corporation, Bank of America, N.A., Bank of Montreal, Royal Bank of Canada and Wells Fargo Bank, National Association, as lenders and GE Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets, RBC Capital Markets LLC and Wells Fargo Securities, LLC, as joint bookrunners. In addition, certain members of management of the Company, including Robert N. Brisco, President and Chief Executive Officer, invested an aggregate of approximately $16.5 million of their after-tax proceeds from the Merger in shares of common stock of Parent, representing approximately 4% of the outstanding common stock of Parent.

The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 22, 2010, and which is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Merger on December 17, 2010, in accordance with the Merger Agreement, Dr. Howard Lee Morgan, Messrs. W. Allen Beasley, Kenneth B. Gilman, William Gross, Martin R. Melone and James R. Ukropina, and Ms. Marcia Goodstein ceased serving as members of the board of directors of the Company, and Messrs. C. Andrew Ballard, Brian Powers, Tarim Wasim, and Paul Barber were elected as new members of the board of directors of the Company. Mr. Brisco will continue serving as a member of the Company’s board of directors.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the effective time of the Merger, the Certificate of Incorporation of the Company as in effect immediately prior to the effective time was amended to be in the form set forth in Exhibit B to the Merger Agreement, and became the Restated Certificate of Incorporation of the Company, and the Amended and Restated Bylaws of the Company as in effect immediately prior to the effective time were amended to be in the form set forth in Exhibit C to the Merger Agreement, and became the Bylaws of the Company. A copy of each of the Restated Certificate of Incorporation and the Bylaws of the Company are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

The Company issued a press release on December 16 17, 2010 announcing the ~~results~~consummation of the ~~special meeting of stockholders~~Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference ~~herein~~.

~~Item 9.01 Financial Statements and Exhibits.~~3

(d) Exhibits

Item 9.01		Financial Statements and Exhibits.

(d)		Exhibits

Exhibit No.		Description
3.1		Restated Certificate of Incorporation of the Company.

3.2		Bylaws of the Company.

99.1		Press Release, dated December 17, 2010.

~~99.1 Press Release, dated December 16, 2010.~~4

2SIGNATURE

~~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.

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.

	INTERNET BRANDS, INC.

Date: December 17, 2010	By:	/s/ Robert N. Brisco
	Name:	Robert N. Brisco
	Title:	Chief Executive Officer

	INTERNET BRANDS, INC.
Date: December 16, 2010	By:	/s/ Robert N. Brisco
	Name:	Robert N. Brisco
	Title:	Chief Executive Officer

3EXHIBIT INDEX

EXHIBIT INDEX

Exhibit No.		Description
3.1		Restated Certificate of Incorporation of the Company.

3.2		Bylaws of the Company.

99.1		Press Release, dated December 17, 2010.

Exhibit No.		Description
99.1		Press Release, dated December 16, 2010.

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