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
Date of Report (Date of earliest event reported) August 20, 2007
infoUSA Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-19598
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47-0751545 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 5711 South 86th Circle |
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| Omaha, Nebraska
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68127 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (402) 593-4500
N/A
(Former name or former address, if changed since last report.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
On August 20, 2007, infoUSA Inc., a Delaware corporation (the “Company”), announced the expiration
of its cash tender offer to acquire all of the issued and outstanding shares of common stock and
Series A preferred stock of Guideline, Inc., a New York corporation (“Guideline”), pursuant to the
terms of the Agreement and Plan of Merger, dated as of June 28, 2007, by and among the Company,
Knickerbocker Acquisition Corp., a New York corporation and a wholly-owned subsidiary of the
Company (“Purchaser”), and Guideline (the “Merger Agreement”). The initial tender offer expired at
12:00 midnight EDT at the end of Friday, August 17, 2007.
Based on information provided by Wells Fargo Bank, N.A., the paying agent for the offer, a total of
20,053,384 shares of common stock, representing approximately 89% of the outstanding common stock
of Guideline, and all of the outstanding shares of Series A preferred stock were validly tendered
prior to the expiration of the offer and not withdrawn as of the expiration of the offer. Of the
shares of common stock tendered, 489,583 shares were tendered through guaranteed delivery
procedures. All such shares have been accepted for purchase in accordance with the terms of the
offer and payment for the validly tendered shares will be made promptly. The aggregate
consideration payable for the shares purchased in the offer, assuming all guaranteed shares are
delivered, is approximately $27.8 million.
Also on August 20, 2007, the Company announced that a subsequent offering period for all of the
remaining outstanding and untendered shares of Guideline common stock will commence at 9:00 a.m.
EDT on Monday, August, 20, 2007. Subject to the terms and conditions of the offer to purchase,
which was previously mailed to Guideline shareholders, Guideline shareholders tendering shares
during the subsequent offering period will receive $1.35 in cash, without interest, for each share
of Guideline common stock tendered, which is the same amount paid to holders of Guideline common
stock who tendered in the offer. Shares properly tendered during the subsequent offering period
will be accepted as they are tendered and paid for promptly. The expiration date of the subsequent
offering period is 12:00 midnight EDT at the end of Wednesday, August 22, 2007. Procedures for
tendering shares of Guideline common stock during the subsequent offering period are the same as
during the initial offering period with two exceptions: (1) shares cannot be delivered by the
guaranteed delivery procedure, and (2) shares tendered during the subsequent offering period may
not be withdrawn.
As a result of its purchase of shares in the offer, Purchaser currently owns more than two-thirds
(2/3) of the outstanding shares of Guideline common stock on a fully-diluted basis, which means
that the Company and Purchaser can assure the consummation of the proposed merger of Purchaser with
and into Guideline by voting the shares owned by Purchaser at a special meeting of the shareholders
of Guideline. Moreover, if as a result of the purchase of shares of Guideline common stock in the
subsequent offering period, Purchaser acquires more than 90% of the outstanding shares of Guideline
common stock, the Company will be entitled to and intends to promptly cause Purchaser to merge with
and into Guideline without a meeting of the shareholders of Guideline in accordance with New York’s
“short-form” merger statute. As a result of the merger, each remaining outstanding share of
Guideline common stock, other than shares held by the Company, Purchaser or Guideline or shares
held by Guideline shareholders that perfect their rights to appraisal in accordance with New York
law, will be converted into the right to receive $1.35 per share, in cash, without interest.
A copy of the August 20, 2007, press release issued by the Company announcing the expiration of the
tender offer, the acceptance of the shares tendered during the tender
offer, the commencement of the subsequent offering period, and the expected
completion of the merger is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following are filed as Exhibits to this Report:
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| Exhibit No. |
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Description of Exhibit |
| 99.1 |
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Press Release issued by infoUSA Inc. on August 20, 2007. |