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): October 29, 2009
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 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (402) 593-4500
(Former name or former address, if changed 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):
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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 7.01. Regulation FD Disclosure
In connection with meetings to be held from time to time by the chief executive officer and
other members of the senior management team of infoGROUP Inc. (the “Company”) with investors,
stockholders, analysts and others in the investment community, the Company management team intends
to present the presentation slides furnished hereto as Exhibit 99.1, in whole or in part and with
immaterial modifications.
The information contained in the presentation slides is summary information that is intended
to be read and considered in the context of the Company’s filings with the Securities and Exchange
Commission and other public announcements that the Company may make, by press release or otherwise,
from time to time.
The statements in the presentation slides, other than historical data and information,
constitute forward looking statements that are made pursuant to the safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such
forward-looking statements involve risks and uncertainties that could cause actual results to
differ materially from those stated or implied by such forward-looking statements. The potential
risks and uncertainties include, but are not limited to, recent changes in senior management,
responding to and cooperating with the ongoing SEC investigation, indemnification obligations to
current and former directors and officers, the successful integration of recent and future
acquisitions, fluctuations in operating results, failure to successfully implement our Internet
strategy or to grow our Internet revenue, effects of leverage, conditions in the credit markets,
changes in technology, changes in laws related to data privacy, a failure of database integrity,
loss of a key business asset and increased competition. More information about potential factors
that could affect the Company’s business and financial results is included in the Company’s
periodic filings with the Securities and Exchange Commission, including in its annual report on
Form 10-K for the fiscal year ended December 31, 2008 and subsequent quarterly reports on Form
10-Q.
In addition to disclosing in the presentation slides financial information determined in
accordance with generally accepted accounting principles, or GAAP, the Company also discloses the
following non-GAAP measures: (1) all historical financial results adjusted to exclude Macro
International (2) earnings before interest expense, income taxes and depreciation and amortization,
or EBITDA, (3) adjusted EBITDA excluding the effects of the non-recurring charges related to the
Derivative Litigation, the Stipulation of Settlement, and the SEC investigation, restructuring
costs, impairments and write-down of assets, litigation settlement charges, and non-cash stock
compensation expense and (3) adjusted earnings (loss) per share excluding the effects of the
non-recurring charges related to the Derivative Litigation, the Stipulation of Settlement and the
SEC investigation, restructuring costs, impairments and write-down of assets, litigation settlement
charges, and non-cash stock compensation expense. Management believes EBITDA provides useful
supplemental information to management and investors because management uses this information
internally for evaluating the aggregate performance of the Company’s operating businesses. In
addition, EBITDA is commonly used as an analytical indicator within infoGROUP’s industry and is a
component of the Company’s financial covenant calculations under its credit facilities, subject to
certain adjustments. Additionally, management excludes the effects of the non-recurring charges
related to the Derivative Litigation, the Stipulation of Settlement and the SEC investigation and
the restructuring costs, impairments and write-down of assets, litigation settlement charges, and
non-cash stock compensation expense because such items resulted from events that are non-recurring
and are not part of on-going operations. Management believes that adjusted earnings per share and
adjusted EBITDA provide useful supplemental information to management and investors because they
better reflect the Company’s on-going performance and business operations during the periods
presented and are more useful to investors for comparative purposes.
All companies do not calculate EBITDA in the same manner and the Company’s presentation may
not be comparable to those presented by other companies. Reconciliation of EBITDA to net income,
and reconciliation of other non-GAAP measures to the applicable GAAP measure, have been included in
the presentation slides. EBITDA should not be viewed as a substitute for, or superior to, net
income or other data prepared in accordance with GAAP as measures of the Company’s profitability or
liquidity.
The information in Item 7.01 and Exhibit 99.1 of Item 9.01 of this Form 8-K shall not be
deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.