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
December 21, 2004
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Date of Report
(Date of earliest event reported)
VERTRUE 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)
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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On December 21, 2004, Vertrue Incorporated (the "Company") announced the
addition of Mr. Joseph Heid to its Board of Directors. Mr. Heid was elected to
serve on the Board on December 15, 2004 and he will serve as the Chairman of the
Audit Committee. In addition, the Company announced that Mr. Scott Flanders
retired from the Vertrue Board of Directors effective December 20, 2004. A copy
of the press release is attached as exhibit 99.1.
Item 9.01. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits:
99.1 Press release dated December 21, 2004.
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: December 21, 2004
By: /s/ Gary A. Johnson
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NAME: Gary A. Johnson
TITLE: President and
Chief Executive Officer
INDEX TO EXHIBITS
No. Description
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99.1 Press release dated December 21, 2004.