8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT
PURUSANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event
reported): September 30, 2004

Travelzoo Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-55026	36-4415727
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Indentification Number)

590 Madison Avenue, 21st Floor New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:

(212) 521-4200

        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)

        [   ]  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 3.02.         Unregistered Sales of Equity Securities.

        On September 29, 2004, Travelzoo Inc. (the “Company”) entered into a Common Stock Purchase Agreement between the Company and various investors (the “Agreement”), pursuant to which the Company issued 750,000 shares of its Common Stock, par value $0.01, for a purchase price of $40.00 per share and received gross proceeds of $30,000,000. A $1,800,000 commission was paid in connection with this sale. The Agreement provides that the Company will file a registration statement with the U.S. Securities and Exchange Commission within 30 days of the closing of the transactions contemplated by the Agreement, and requires that the Company use all reasonable efforts to cause the registration statement to become effective within 120 days of the closing.

        The issuance of the shares of Common Stock was made pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Each investor is an accredited investor under the Securities Act and the securities were sold without any general solicitation by the Company or its representatives.

Item 9.01.         Financial Statements and Exhibits.

        (c)             Exhibits

Exhibit Number Description of Exhibits

99.1 Press Release issued September 30, 2004.

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 hereunto duly authorized.

	TRAVELZOO INC. (Registrant)
Date:  September 30, 2004	By:	/s/ Ralph Bartel
		Ralph Bartel      Chairman of the Board and Chief      Executive Officer

EXHIBIT INDEX

Exhibit Number Description of Exhibits

99.1 Press Release issued September 30, 2004.

EX-99.1

EXHIBIT 99.1

Travelzoo Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022
Phone (212)521-4200
Fax (212)521-4230

Media Contact:
Christie Ly
(212)521-4218
cly@travelzoo-inc.com

FOR IMMEDIATE RELEASE

Travelzoo Announces $30.0 Million Common Stock
Private Placement

NEW YORK, Sept. 30, 2004 – Travelzoo Inc. (NASDAQ: TZOO), the Internet’s largest publisher of outstanding travel offers available directly from hundreds of travel companies, today announced that it completed the sale of a total of 750,000 newly-issued shares of common stock to a group of institutional investors in a private placement for gross proceeds of $30.0 million. The shares were priced at $40.00 per share on September 29, 2004, and the closing is scheduled to occur on September 30, 2004.

        Travelzoo intends to use the proceeds from this private placement for general corporate purposes, including new product development and marketing expenditures, and potential acquisitions or strategic investments.

        The shares of common stock have not been registered under the Securities Act of 1933 and may not be subsequently offered or sold by investors in the United States absent registration or an applicable exemption from the registration requirement. Travelzoo has agreed to file a registration statement covering resales of the common stock by investors. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Travelzoo

        Travelzoo Inc. is the Internet’s largest publisher of outstanding travel offers available directly from hundreds of travel companies. Travelzoo’s media properties include the Travelzoo^® Web site (www.travelzoo.com), the Top 20^® e-mail newsletter, the Newsflash™ e-mail alert service and SuperSearch™, a pay-per-click search engine. With more than seven million subscribers, Travelzoo lists offers from more than 300 advertisers, including American Airlines, Carnival Cruise Lines, Fairmont Hotels & Resorts, Hertz, JetBlue Airways, Kimpton Hotels, Liberty Travel, The Mark Travel Corporation, Marriott, Orbitz, Royal Caribbean Cruises, Singapore Airlines, The Venetian, Travelocity, United Airlines and Virgin Vacations.

Certain statements contained in this press release that are not historical facts may be forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward looking statements may include, but are not limited to, statements about our plans, objectives, expectations, prospects and intentions, markets in which we participate and other statements contained in this press

Travelzoo Announces $30.0 Million Common Stock Private Placement, pg. 2

release that are not historical facts. When used in this press release, the words “expect,” “predict,” “project,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “seek” and similar expressions are generally intended to identify forward looking statements. Because these forward looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward looking statements, including changes in our plans, objectives, expectations, prospects and intentions and other factors discussed in our filings with the SEC. We cannot guarantee any future levels of activity, performance or achievements. Travelzoo undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.

Travelzoo and Top 20 are registered trademarks of Travelzoo Inc. All other company and product names mentioned are trademarks of their respective owners.

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