Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2012




(Exact Name Of Registrant As Specified In Charter)




Georgia   000-51478   58-2502748
(State of Incorporation)   (Commission File No.)  

(I.R.S. Employer

Identification No.)

2970 Clairmont Road, Suite 300

Atlanta, Georgia 30329

(Address of principal executive offices, including zip code)

(404) 929-6100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or 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):


¨ 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 1.01 Entry into a Material Definitive Agreement

On December 18, 2012, TRX, Inc. (“TRX”) executed Amendment 2 (the “Amendment”) to the Amended and Restated Statement of Work Queue Manager between TRX and Expedia, Inc. (“Expedia”), dated June 1, 2007 and amended on January 1, 2011 (the “SOW”). The Amendment, effective December 15, 2012, extends the term of the SOW to December 31, 2014 and updates certain pricing terms.

TRX does not expect the Amendment to materially alter its previously disclosed expectations about its revenue trend from Expedia.



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.


    TRX, INC.

Date: December 19, 2012


/s/ David D. Cathcart


David D. Cathcart

Chief Financial Officer