Attached files
| file | filename |
|---|---|
| EX-99.2 - Vertro, Inc. | v214130_ex99-2.htm |
| EX-99.1 - Vertro, Inc. | v214130_ex99-1.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): March 9, 2011
Vertro, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
0-30428
|
88-0348835
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(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))
Item 2.02. Results of Operations and Financial Condition.
On March 9, 2011, the Company issued a press release entitled “Vertro, Inc. Announces Fourth Quarter and Full Year 2010 Results” regarding its financial results for the three and twelve 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.
The Company made reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
Item 7.01. Regulation FD Disclosure.
On March 9, 2011, the Company held a management conference call to discuss the Company’s financial results for the three and twelve months ended December 31, 2010, the outlook of the Company 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.
Item 9.01. Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press release dated March 9, 2011, entitled “Vertro, Inc. Announces Fourth Quarter and Full Year 2010 Results”
|
|
|
99.2
|
Vertro, Inc. Earnings Call Script
|
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: March 9, 2011
|
By:
|
/s/ John B. Pisaris | |
|
John B. Pisaris
|
|||
|
General Counsel & Secretary
|
|||
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press release dated March 9, 2011, entitled “Vertro, Inc. Announces Fourth Quarter and Full Year 2010 Results”
|
|
|
99.2
|
Vertro, Inc. Earnings Call Script
|