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
March 4, 2004
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Date of Report
(Date of earliest event reported)
MEMBERWORKS INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21527 06-1276882
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
680 Washington Blvd
Stamford, Connecticut 06901
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(Address of principal executive offices,
including zip code)
(203) 324-7635
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(Registrant's telephone number, including area code)
MEMBERWORKS INCORPORATED
Item 5. Other Events.
On March 4, 2004, MemberWorks Incorporated ("MemberWorks") entered into an
agreement to acquire Lavalife Inc. ("Lavalife"). MemberWorks will be acquiring
Lavalife for approximately CAD $152.5 million in cash. Lavalife, headquartered
in Toronto, Canada, is a leading provider of online and IVR-based interactive
personals services. The transaction is subject to customary closing conditions
and is expected to be completed in April 2004. MemberWorks issued a press
release related to this transaction on March 4, 2004 which is filed as an
exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release dated March 4, 2004
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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.
MEMBERWORKS INCORPORATED
(Registrant)
Date: March 4, 2004 By: /s/ Gary A. Johnson
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Gary A. Johnson, President and
Chief Executive Officer
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