Table of Contents

Table of Contents

Table of Contents

Table of Contents

8-K 1 a5423545.txt VERTRUE INCORPORATED, 8-K 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 11, 2007 VERTRUE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 0-21527 06-1276882 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 20 Glover Avenue Norwalk, Connecticut 06850 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (203) 324-7635 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [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 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement On June 11, 2007, Vertrue Incorporated (the "Company") requested that LaSalle Bank National Association, as trustee (the "Trustee"), give notice to each holder of its 9 1/4% Senior Notes due 2014 (the "Notes") that the Company is voluntarily calling all of its outstanding Notes for full redemption in accordance with the terms of the Indenture dated as of April 13, 2004, as supplemented by the First Supplemental Indenture, dated as of April 28, 2006, by and among the Company, the Trustee, Bargain Networks, Inc., Lavalife Inc., My Choice Medical Holdings, Inc., and MemberWorks Canada Corporation, as guarantors (as supplemented, the "Indenture"). The redemption is conditioned upon the consummation of the merger (the "Merger") contemplated by the previously-announced merger agreement providing for the acquisition of the Company by the Company's management and an investor group consisting of One Equity Partners, Oak Investment Partners and Rho Ventures. The aggregate principal amount of the Notes being redeemed is $150,000,000. The Notes will be redeemed on the date of the consummation of the Merger (the "Redemption Date"), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium (as defined in the Indenture) as of, and accrued but unpaid interest to, the Redemption Date (the "Redemption Price"). From and after the Redemption Date, the Notes will no longer be deemed outstanding and all rights with respect thereto will cease, except only the right of the holders thereof to receive the Redemption Price. A press release issued by the Company announcing the redemption is filed as Exhibit 99.2 to this report and is incorporated herein by reference. Item 8.01 Other Events See Item 2.04 above. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. No. Description. 99.1 Notice of Redemption dated June 11, 2007, to the holders of the Company's 9 1/4% Senior Notes due 2014. 99.2 Press Release dated June 11, 2007 SIGNATURES 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. VERTRUE INCORPORATED Date: June 12, 2007 By: /s/ Gary A. Johnson ----------------------------- Name: Gary A. Johnson Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Notice of Redemption dated June 11, 2007, to the holders of the Company's 9 1/4% Senior Notes due 2014. 99.2 Press Release dated June 11, 2007

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): March 22, 2007

VERTRUE INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	0-21527	06-1276882
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)
20 Glover Avenue		06850
Norwalk, Connecticut		(Zip Code)
(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code: (203) 324-7635

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement Item 9.01 Exhibits SIGNATURES EXHIBIT INDEX EX-2.1: AGREEMENT AND PLAN OF MERGER EX-99.1: PRESS RELEASE

Item 1.01 Entry into a Material Definitive Agreement.

On March 22, 2007 Vertrue Incorporated, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Velo Holdings Inc., a Delaware corporation (“Parent”), and Velo Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of the common stock, par value $0.01 per share, of the Company, other than certain specified shares, will be cancelled and converted into the right to receive $48.50 per share in cash, without interest.

The Merger Agreement contains a “go shop” provision pursuant to which the Company has the right to solicit and engage in discussions and negotiations with “strategic bidders” with respect to competing proposals through April 16, 2007. After this period, the Company is not permitted to solicit other proposals and may not share information or have discussions regarding alternative proposals, except in certain circumstances.

The Company may terminate the Merger Agreement under certain circumstances, including if its board of directors determines in good faith that it has received a superior proposal, and otherwise complies with certain terms of the Merger Agreement. In connection with such termination, the Company must pay a fee of $22,500,000 to Parent unless such termination is during the go-shop period in connection with a superior proposal from a strategic bidder, in which case the fee will be $17,500,000. In certain other circumstances, the Merger Agreement provides for Parent to pay to the Company a fee of $17,500,000 upon termination of the Merger Agreement.

Parent has provided the Company with executed equity and debt financing commitments that provide for the necessary funds to consummate the transactions contemplated by the Merger Agreement. Consummation of the Merger is subject to various conditions, including adoption of the Merger Agreement by the Company’s stockholders, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, clearance under the Competition Act (Canada), approval of application under the Bank Act of Canada and other customary closing conditions.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in its entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 and incorporated herein by reference.

On March 22, 2007, the Company issued a press release announcing that it had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2.

In connection with the Merger, Gary Johnson, the Company’s Chief Executive Officer, has agreed to “rollover” a portion of his equity in the Company into Parent, and, subject to certain conditions, has committed to vote his shares in the Company in favor of the Merger.

Item 9.01 Exhibits.

(d)		Exhibits.
Exhibit 2.1		Agreement and Plan of Merger, dated as of March 22, 2007, by and among the Company, Velo Holdings Inc. and Velo Acquisition Inc.
Exhibit 99.1		Press Release dated March 22, 2007

SIGNATURES

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.

EXHIBIT INDEX

Exhibit
Number		Description
2.1		Agreement and Plan of Merger, dated as of March 22, 2007, by and among the Company, Velo Holdings Inc. and Velo Acquisition Inc.
99.1		Press Release dated March 22, 2007

VERTRUE INCORPORATED

Date: March 22, 2007

/s/ George W. M. Thomas

Name: George W. M. Thomas

Title: Senior Vice President & General Counsel

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