Attached files

file filename
EX-99.1 - Vertro, Inc.v210803_ex99-1.htm
EX-99.2 - Vertro, Inc.v210803_ex99-2.htm
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):   February 10, 2011

Vertro, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)
0-30428
(Commission File Number)
88-0348835
(IRS Employer Identification No.)

143 Varick Street
 
New York, New York
10013
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (212) 231-2000

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K fıling is intended to simultaneously satisfy the fıling 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))

 
 

 
 
 
On February 10, 2011, the Company issued a press release entitled “Vertro, Inc. Reports Preliminary Fourth Quarter 2010 Results and Non-Financial Metrics” regarding its preliminary financial results and non-financial metrics for the three months ended December 31, 2010, and held a management conference call to discuss these results and the outlook of the Company. A copy of the Company’s press release is being furnished herewith as Exhibit 99.1 and a copy of the script of the Company’s management for the conference call is being furnished herewith as Exhibit 99.2.
 
The information in this Current Report on Form 8-K under this caption and accompanying exhibits are being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 

  Item 7.01. Regulation FD Disclosure.
 
On February 10, 2011, the Company held a management conference call to discuss the Company’s preliminary financial results and non-financial metrics for the three months ended December 31, 2010 and certain other matters. A copy of the script of the Company’s management for the conference call is being furnished herewith as Exhibit 99.2.
 
The information in this Current Report on Form 8-K under this caption and Exhibit 99.2 are being furnished under Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 
2

 
 
Item 9.01            Financial Statements and Exhibits.

 (d)            Exhibits.

Exhibit No.
 
Description
99.1
 
Press release dated February 10, 2011, entitled “Vertro, Inc. Reports Preliminary Fourth Quarter 2010 Results and Non-Financial Metrics”
     
99.2
 
Vertro, Inc. Management Call Script

 
 
3

 
 

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.

 
Vertro, Inc.
     
Date: February 10, 2011
By:
/s/ John B. Pisaris
   
John B. Pisaris
   
General Counsel & Secretary


 
4

 
 

EXHIBIT INDEX
 
 
Description
99.1
 
Press release dated February 10, 2011, entitled “Vertro, Inc. Reports Preliminary Fourth Quarter 2010 Results and Non-Financial Metrics”
     
99.2
 
Vertro, Inc. Management Call Script

 
5