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 May 11, 2005 ------------ Date of Report (Date of earliest event reported) VERTRUE INCORPORATED -------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-21527 06-1276882 -------- ------- ---------- (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 680 Washington Blvd Stamford, Connecticut 06901 --------------------------- (Address of principal executive offices, including zip code) (203) 324-7635 -------------- (Registrant's telephone number, including area code) 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 Instruction A.2 below): [ ] 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) [ ] 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)) VERTRUE INCORPORATED Item 8.01. Other Events On May 12, 2005, the Company issued a press release, a copy of which is attached as Exhibit 99.1 incorporated herein by reference in its entirety, announcing that the Supreme Court of the State of Connecticut affirmed the confirmation of punitive damages awarded against it by the arbitration panel in the MedValUSA arbitration and that the Company will request the U.S. Supreme Court to review the decision. For additional information about the MedValUSA arbitration, refer to Note 10 to the unaudited Form 10-Q for the quarterly period ended March 31, 2005. Item 9.01. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits: 99.1 Press release dated May 12, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VERTRUE INCORPORATED (Registrant) Date: May 12, 2005 By: /s/ Gary A. Johnson ----------------------------- NAME: Gary A. Johnson TITLE: President and Chief Executive Officer INDEX TO EXHIBITS No. Description --- ----------- 99.1 Press release dated May 12, 2005.