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): April 27, 2006

NAVIGANT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

000-24387

52-2080967

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

84 INVERNESS CIRCLE EAST

ENGLEWOOD, COLORADO

80112

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (303) 706-0800

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

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)

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))

NAVIGANT INTERNATIONAL, INC.

FORM 8-K

ITEM 8.01

OTHER EVENTS.

On April 26, 2006, Navigant International, Inc. (“Navigant”) and Carlson Wagonlit B.V. (“CWT”) entered into an Agreement and Plan of Merger. Pursuant to the terms of the Agreement and Plan of Merger, CWT has agreed to acquire all of Navigant’s outstanding common stock in a cash merger at a price of $16.50 per share (the “Proposed Merger”). On April 27, 2006, Navigant and CWT held a conference call and webinar to discuss the Proposed Merger. A copy of the transcript of the conference call is furnished as Exhibit 99.1 and is incorporated herein by reference.

Additional Information

In connection with the proposed merger, Navigant will file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when available) and other materials filed by Navigant at the SEC’s web site at www.sec.gov. The proxy statement and such other materials may also be obtained for free from Navigant by directing such request to Navigant, Attention: Corporate Secretary, 84 Inverness Circle East, Englewood, Colorado 80112-5314, Telephone: (303) 706-0800.

Participants in the Solicitation

Navigant and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed transaction. Information concerning the interests of Navigant’s participants in the solicitation is set forth in its annual proxy statement filed with the SEC on March 16, 2006. Carlson Wagonlit Travel and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from Navigant’s stockholders in connection with the proposed transaction. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. INVESTORS SHOULD READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit

99.1 Transcript of conference call held on April 27, 2006.

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.

Date: May 4, 2006.


NAVIGANT INTERNATIONAL, INC. a Delaware corporation

By:		/s/ Robert C. Griffith
Name:		Robert C. Griffith
Title:		Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

NAVIGANT INTERNATIONAL INC 8-K