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EX-99.1 - EXHIBIT 99.1 - XO GROUP INC.v327877_ex99-1.htm










Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 8, 2012


XO Group Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware 001-35217 13-3895178
(State or other Jurisdiction
of Incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)


195 Broadway, 25th Floor, New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (212) 219-8555


(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:


¨ 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))




Item 2.02. Results of Operations and Financial Condition.


On November 8, 2012, XO Group Inc. (“XO Group”) issued a press release announcing its financial results as of and for the quarter ended September 30, 2012. A copy of XO Group’s press release announcing these financial results is attached as Exhibit 99.1 hereto, and is incorporated by reference into this report. The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained in this Item and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of XO Group, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.


Item 9.01. Financial Statements and Exhibits.


(d)Exhibits. The following documents are included as exhibits to this report:


99.1Press Release dated November 8, 2012.






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.






Date: November 8, 2012 By:  /s/ JOHN P. MUELLER  
    John P. Mueller  
    Chief Financial Officer  






99.1 Press Release dated November 8, 2012.