8-K

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

April 6, 2006

Date of Report

(Date of earliest event reported)

INFOSPACE, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-25131	91-1718107
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

601 108^th Avenue N.E., Suite 1200

Bellevue, Washington 98004

(Address of principal executive offices)

425-201-6100

(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 communication 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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 7, 2006, InfoSpace, Inc. and Allen M. Hsieh, the Company’s current chief accounting officer, entered into an agreement as set forth in that certain letter from InfoSpace to Mr. Hsieh dated April 7, 2006. Pursuant to the agreement, Mr. Hsieh will assume the role of interim chief financial officer of the Company effective upon the resignation of David Rostov, the Company’s current chief financial officer, from the Company. Mr. Hsieh will continue to also serve as the Company’s chief accounting officer.

Pursuant to the agreement, in the event Mr. Hsieh is not named CFO as a result of the recruiting and selection process, Mr. Hsieh agrees to remain with InfoSpace for a transition period of at least six months from the effective date of the appointment of a new CFO, which term may be extended or shortened by mutual agreement. Upon successful completion of the transition, Mr. Hsieh will be eligible for an enhanced severance package equivalent to one year of his then-current annual base salary (Mr. Hsieh’s current annual base salary is $200,000) and target bonus. Mr. Hsieh will have 90 days after the start date of the new CFO to invoke such severance terms, otherwise the enhanced severance package expires. If Mr. Hsieh decides to remain with the Company, he will be eligible for a subjective performance bonus based on the amount of time in the interim role and his performance during such period.

Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On January 25, 2006, InfoSpace, Inc. filed a current report on Form 8-K to report, among other matters, that David Rostov, its chief financial officer, planned to resign from the Company during the first half of 2006. This current report on Form 8-K is being filed to report, among other matters, April 7, 2006 as the effective date of Mr. Rostov’s resignation (such effective date was unknown at the time of the filing of the January 25, 2005 report). Allen M. Hsieh, the Company’s chief accounting officer, will serve as interim CFO effective upon such resignation as described above in Item 1.01 of this report.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS.

10.29	Letter from InfoSpace, Inc. to Allen M. Hsieh, dated April 7, 2006.
99.1	Press release, dated April 7, 2006

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.

Date: April 7, 2006

INFOSPACE, INC.
By:	/s/ Edmund O. Belsheim, Jr.
	Edmund O. Belsheim, Jr. Chief Administrative Officer

EXHIBIT INDEX

Exhibit No	Description
10.29	Letter from InfoSpace, Inc. to Allen M. Hsieh, dated April 7, 2006.
99.1	Press Release, dated April 7, 2006.

EX-10.29

EXHIBIT 10.29

April 7, 2006

Dear Allen,

Thank you for agreeing to assume the role of interim chief financial officer effective upon the resignation of David Rostov, the Company’s current CFO.

The following terms shall apply in the event that you are not named the CFO as a result of the recruiting and selection process.

1) You agree to remain with Infospace for a transition period of at least 6 months from the effective date of the appointment of the new CFO by the Board of Directors. This period may be extended or shortened by mutual agreement. During this six-month transition period, you will work to recruit and train a replacement chief accounting officer and transition all ongoing work. You and the new CFO will work to establish objectives that will measure a successful transition.

2) Upon successful completion of the transition, you will be eligible for an enhanced severance package equivalent to one year of your then current annual base salary and target bonus.

You will have 90 days after the start date of the CFO to decide if you want to invoke the terms above. After 90 days, the enhanced severance package terms shall expire.

If, however, you decide to remain with the company, you will be eligible for a subjective performance bonus in recognition for your work during the interim period. This bonus amount will be determined based upon length of time in interim role and your performance during the interim period.

Please let me know if you have any additional questions.

/s/ Jim Voelker

CEO

InfoSpace, Inc.

EX-99.1

EXHIBIT 99.1

INFOSPACE APPOINTS INTERIM CFO

BELLEVUE, Wash. – April 7, 2006 – InfoSpace, Inc. (NASDAQ: INSP), a leading provider of mobile content, applications and infrastructure, today announced the appointment of Allen Hsieh as interim Chief Financial Officer. He replaces David Rostov who announced his plans to resign in January. The Company is actively conducting a search to hire a permanent CFO.

“We thank David for his contribution over the past three years and wish him a successful future,” said Jim Voelker, chairman and chief executive officer of InfoSpace. “We are pleased that Allen has agreed to take on the additional responsibility. He has done a tremendous job over the past three years as our chief accounting officer and will help ensure a seamless transition.”

Mr. Hsieh’s experience includes roles as Vice President Finance at Terabeam Corporation, a provider of fiberless optics communications. Prior to Terabeam, he was as a partner at PricewaterhouseCoopers LLP, a big four accounting firm, in their accounting and auditing practice.

About InfoSpace

InfoSpace, Inc. (NASDAQ: INSP) drives mobile media innovation. With one of the world’s largest mobile content libraries, InfoSpace makes it easy for consumers to discover, personalize and enjoy their on-the-go experiences. The company uses its superior discovery, merchandising and technology capabilities to help facilitate the delivery of original and licensed content across hundreds of mobile devices and through multiple channels. InfoSpace also mobilizes brands and creates programming and revenue opportunities for mobile operators. The company’s products and services have extensive reach in North America and Europe through carriers such as Cingular Wireless, Sprint Nextel, T-Mobile, Verizon Wireless, and Virgin Mobile; in partnership with world-class brands such as Cablevision and Fox News; and through online Web sites such as Dogpile (Dogpile.com), which showcase the company’s leading metasearch technology and key advertising partnerships with companies like Google, Yahoo!, Verizon SuperPages and Yellowpages.com.

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Source: InfoSpace, Inc.

Contact:

Media:

Jeff Hansen, InfoSpace

425.201.8618

jeff.hansen@infospace.com

Investors:

Stacy Ybarra, InfoSpace

(425) 709-8127

stacy.ybarra@infospace.com