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): December 2, 2010
Vertro,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation)
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0-30428
(Commission
File Number)
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88-0348835
(IRS
Employer Identification
No.)
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143
Varick Street
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|
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New
York, New York
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10013
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(Address
of principal executive offices)
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(Zip
Code)
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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))
Item 1.01. Entry
into a Material Definitive Agreement.
On
December 2, 2010, Vertro, Inc. (“Vertro”) and Google Inc. entered
into Amendment Number One to the Google Services Agreement Order Form, dated
January 1, 2009, and Google Services Agreement, dated January 1, 2009 (the
“Amendment”). The Amendment is effective as of January 1, 2011. Under
the Amendment, Vertro, and its subsidiaries, have agreed to utilize Google’s
WebSearch, on an exclusive basis, and AdSense Services, on a non-exclusive
basis, for approved websites and applications. Approved websites and
applications include websites and applications from Vertro’s subsidiary
ALOT, Inc. that have implemented Google WebSearch and AdSense Services
under the current Google Services Agreement. Pursuant to the terms of the
Amendment, Vertro and its subsidiaries will generate revenues when consumers
click through listings to Google advertisers’ websites. The Amendment contains
customary termination provisions and has a renewal term from January 1, 2011 to
December 31, 2012, unless either party elects not to continue after December 31,
2011 by providing written notice thereof at least 60 days prior to December 31,
2011.
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.
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Vertro,
Inc.
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Date:
December 3, 2010
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By:
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/s/
John B. Pisaris
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John
B. Pisaris
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General
Counsel & Secretary
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