SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported: April 25, 2011
Internet Capital Group, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-16249 | 23-2996071 | ||
| (State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
690 Lee Road, Suite 310, Wayne, PA 19087
(Address of Principal Executive Offices) (Zip Code)
(610) 727-6900
(Registrant’s telephone number, including area code)
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Retirement of Director
On April 25, 2011, Mr. Warren V. Musser formally communicated to ICG his decision to resign from the Board of Directors (the “Board”) of Internet Capital Group, Inc. (“ICG”), effective as of ICG’s 2011 Annual Meeting of Stockholders (the “Annual Meeting”). Mr. Musser’s resignation, which marks his retirement from the Board after over 10 years of distinguished service, did not involve any disagreement with the other Board members or with management.
In recognition of his long and distinguished service as an ICG director, the Board has designated Mr. Musser as a Director Emeritus for a one-year term, effective as of his retirement at the Annual Meeting. As Director Emeritus, Mr. Musser will not be considered a director for any purpose and will not be entitled to any compensation.
SIGNATURE
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, thereunto duly authorized.
| INTERNET CAPITAL GROUP, INC. | ||||
| Date: April 25, 2011 | By: | /s/ Suzanne L. Niemeyer | ||
| Name: | Suzanne L. Niemeyer | |||
| Title: | Managing Director, General Counsel and Secretary | |||