UNITED STATES 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 May 8, 2007 -------------- Date of Report (Date of earliest event reported) VERTRUE INCORPORATED -------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-21527 06-1276882 ------------------------ ------------------ ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 20 Glover Avenue Norwalk, Connecticut 06850 -------------------------- (Address of principal executive offices, including zip code) (203) 324-7635 ------------------------------- (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 (see General Instruction A.2 below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |X| 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 May 8, 2007, Vertrue Incorporated (the "Registrant") issued a press release announcing its fiscal 2007 third quarter results, a copy of which is furnished hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act. Item 9.01. Financial Statements, Pro Forma Financial Statements and Exhibits. (d) Exhibits: 99.1 Press release dated May 8, 2007. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VERTRUE INCORPORATED (Registrant) Date: May 8, 2007 By: /s/ Gary A. Johnson ----------------------------------- NAME: Gary A. Johnson TITLE: President and Chief Executive Officer 2 INDEX TO EXHIBITS No. Description --- ----------- 99.1 Press release dated May 8, 2007. 3