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

Date of Report (Date of earliest event reported): June 17, 2009

VONAGE HOLDINGS CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32887	11-3547680
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

23 Main Street, Holmdel, NJ	07733
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 528-2600

(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 (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 8.01. Other Events.

Vonage Holdings Corp. (the “Company”) announced on June 17, 2009, that it reached an agreement in principle to settle previously disclosed litigation brought on behalf of a class of stockholders relating to the Company’s initial public offering, In re Vonage Initial Public Offering Securities Litigation, Civ. A. No. 07-cv-177 (D.N.J.). The settlement includes a release and dismissal of all stockholder claims against the Company and its individual directors and officers who were named as defendants. It is still subject to final documentation and Court approval. The settlement will be funded by the Company’s liability insurance under the D&O policy. Still unresolved are the previously disclosed claims for indemnification against the Company by firms who served as underwriters to the initial public offering.

On June 17, 2009, the Company issued a press release regarding the agreement in principle to settle the litigation. A copy of such press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release issued by Vonage Holdings Corp. on June 17, 2009.

-2-

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.

	VONAGE HOLDINGS CORP.
Date: June 17, 2009	By:	/s/ John S. Rego
		John S. Rego
		Executive Vice President, Chief Financial Officer and Treasurer

-3-

EX-99.1

Exhibit 99.1

Vonage Holdings Corp. Announces Agreement in Principle to Settle IPO Litigation

Holmdel, NJ, June 17, 2009 – Vonage Holdings Corp. today announced that it has reached an agreement in principle to settle litigation against the Company brought on behalf of a class of shareholders relating to the Company’s initial public offering, In re Vonage Initial Public Offering Securities Litigation, Civ. A. No. 07-cv-177 (D.N.J.). The settlement includes a release and dismissal of all stockholder claims against the Company and its individual directors and officers who were named as defendants. It is still subject to final documentation and Court approval. The settlement will be funded by Vonage’s liability insurance under the Company’s D&O policy. As a result, the Company will incur no additional litigation settlement costs other than nominal administrative fees and expenses.

About Vonage

Vonage (NYSE: VG) is a leading provider of broadband telephone services with 2.6 million subscriber lines. Our award-winning technology enables anyone to make and receive phone calls with a touch tone telephone almost anywhere a broadband Internet connection is available. We offer feature-rich and cost-effective communication services that offer users an experience similar to traditional telephone services.

Our Residential Premium Unlimited and Small Business Unlimited calling plans offer consumers unlimited local and long distance calling, and popular features like call waiting, call forwarding and voicemail — for one low, flat monthly rate.

Vonage’s service is sold on the web and through national retailers including Best Buy and Wal-Mart Stores Inc. and is available to customers in the U.S., Canada and the United Kingdom. For more information about Vonage’s products and services, please visit http://www.vonage.com.

Vonage Holdings Corp. is headquartered in Holmdel, New Jersey. Vonage® is a registered trademark of Vonage Marketing Inc., a subsidiary of Vonage Holdings Corp.

Vonage Investor Contact:	Vonage Media Contact:
Leslie Arena 732.203.7372 leslie.arena@vonage.com	Meghan Shaw 732.203.7133 meghan.shaw@vonage.com

1