UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
VERTRUE INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
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On
July 3, 2007, the Board of Directors of Verture Incorporated
(NASDAQ:VTRU) (Vertrue) adopted a
Stockholder Protection Rights Agreement (the Rights Agreement), dated as of July 3, 2007, between
Vertrue and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent.
On July 6, 2007, the Company issued a press release, announcing
the adoption of the Rights Agreement. A copy of the Rights Agreement,
which includes as Exhibit A the forms of Rights Certificate and
Election to Exercise and as Exhibit B the form of Certificate of
Designation and Terms of Participating Preferred Stock, is filed as
Exhibit 4.1 to the Companys Current Report on
Form 8-K, filed on July 6, 2007 (the
Form 8-K), and is incorporated by reference herein.
A copy of the press release is filed as Exhibit 99.1 to the
Form 8-K, and is incorporated by reference herein.
FORWARD-LOOKING STATEMENTS
Certain statements contained herein may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Vertrue to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such factors
include, among others, risks associated with the timing of and costs of financing commitments,
general competitive factors and regulatory developments. More detailed information about these
risks, uncertainties and other factors is set forth in Vertrues Annual Report on Form 10-K for the
fiscal year ended June 30, 2006 of Vertrue and in its Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2007. Risks and uncertainties relating to the proposed transaction include
the ability of the parties to the Agreement and Plan of Merger, dated
as of March 22, 2007 (the Merger Agreement), by and
among Vertrue, Velo Holdings Inc. and Velo Acquisition Inc. to satisfy the conditions to closing specified
in the Merger Agreement. Vertrue is under no obligation to, and expressly disclaims any obligation
to, update or alter its forward-looking statements.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE MERGER
In
connection with the proposed merger of Velo Acquisition Inc. with and
into Vertrue (the Merger) pursuant to the Merger Agreement, Vertrue has filed a definitive proxy statement with
the Securities and Exchange Commission (the SEC) on June 12, 2007. BEFORE MAKING ANY VOTING
DECISION, VERTRUES STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE
MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER AND THE PARTIES THERETO. Copies of such proxy statement have been mailed to record holders
of the shares of Vertrues common stock. Vertrues stockholders may obtain, without charge, a copy
of the definitive proxy statement and other relevant documents filed by Vertrue with the SEC from
the SECs website at http://www.sec.gov. Vertrues stockholders may also obtain, without charge, a
copy of the definitive proxy statement and other relevant documents by directing a request by mail
or telephone to Vertrue Incorporated, Attn. Legal Department, 20 Glover Avenue, Norwalk, CT 06850,
telephone: (203) 324-7635, or from Vertrues website, http://www.vertrue.com.
Vertrue and its directors, officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies from Vertrues stockholders with respect
to the proposed Merger. Information concerning the interests of Vertrues directors and executive
officers and their ownership of shares of Vertrues common stock is set forth in the definitive
proxy statement for the special meeting of Vertrues stockholders, which was filed with the SEC on
June 12, 2007. Stockholders may obtain additional information regarding the interests of Vertrue
and its directors and executive officers in the Merger, which may be different than those of
Vertrues stockholders generally, by reading the definitive proxy statement and other relevant
documents regarding the Merger, previously filed with the SEC.
Inquiries:
Contact Gary A. Johnson (203) 324-7635