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 28, 2010
infoGROUP Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware
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001-34298
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47-0751545 |
| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 5711 South 86th Circle |
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| Omaha, Nebraska
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68127 |
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(Zip Code) |
Registrant’s telephone number, including area code: (402) 593-4500
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 8.01. Other Events
On March 8, 2010, infoGROUP Inc., a Delaware corporation (the “Company” or “Infogroup”),
announced that it had entered into an Agreement and Plan of Merger with Omaha Holdco Inc., a
Delaware corporation (“Parent”), and Omaha Acquisition Inc., a Delaware corporation (“Acquisition
Sub”), providing for the merger, upon approval of the Company’s stockholders, of Acquisition Sub
with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned
subsidiary of Parent. Parent and Acquisition Sub are affiliates of CCMP Capital Advisors, LLC. On
April 26, 2010, the Company announced the commencement of a marketing process for a proposed senior
secured credit facility (the “Facility”), the proceeds of which will be used to repay existing
debt, pay a portion of the consideration due to stockholders in the Merger, and for future working
capital needs.
The Company is disclosing under Item 8.01 of this Current Report on Form 8-K the information
attached to this report as Exhibit 99.1, which information is incorporated by reference herein.
This information, which has not been previously reported, is excerpted from a confidential
information memorandum being disseminated in connection with the Facility offering described above.
The
Company is providing the information in this Current Report on Form 8-K to comply with
Regulation FD. The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of any securities in
any state in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Additional Information and Where to Find It
Infogroup plans to file with the Securities and Exchange Commission (the “SEC”) and mail to
its stockholders a proxy statement in connection with the proposed merger with Omaha Acquisition
Inc., pursuant to which Infogroup could be acquired by Omaha Holdco Inc. (the “Transaction”). The
proxy statement will contain important information about the proposed Transaction and related
matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES
AVAILABLE. Investors and stockholders will be able to obtain free copies of the proxy statement and
other documents filed with the SEC by Infogroup through the web site maintained by the SEC at
www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the
proxy statement from Infogroup by contacting Investor Relations by telephone at (402) 593-4541, or
by mail at Infogroup, Investor Relations, 5711 South 86 th Circle, Omaha,
Nebraska 68127.
Infogroup and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Infogroup in connection with the proposed
Transaction. Information regarding the interests of these directors and executive officers in the
Transaction described herein will be included in the proxy statement described above. Additional
information regarding these directors and executive officers is also included in Infogroup’s proxy
statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on September
30, 2009. This document is available free of charge at the SEC’s web site at www.sec.gov, and from
Infogroup by contacting Investor Relations by telephone at (402) 593-4541, or by mail at Infogroup,
Investor Relations, 5711 South 86 th Circle, Omaha, Nebraska 68127, or by
going to Infogroup’s Investor Relations page and choosing the Financial Information link, on the
Infogroup corporate web site at www.Infogroup.com.
Note on Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning
of the safe harbor provisions of the United States Private Securities Litigation Reform Act of
1995, including but not limited to, statements regarding the expected closing of the proposed
Merger. These forward-looking statements involve certain risks and uncertainties that could cause
actual results to differ materially from those indicated in such forward-looking statements,
including, but not limited to, the ability of the parties to consummate the proposed Merger,
satisfaction of closing conditions precedent to the consummation of the proposed Merger, the
expected timing of completion of the proposed Merger, and such other risks as identified in
Infogroup’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with
the SEC on February 26, 2010, which contains and identifies important factors that could cause the
actual results to differ materially from those contained in the forward-looking statements.
Infogroup assumes no obligation to update any forward-looking statement contained in this Current
Report.