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): October 21, 2010 (October 20, 2010)

ANCESTRY.COM INC.
(Exact name of registrant as specified in its charter)

Delaware	001-34518	26-1235962
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

360 West 4800 North, Provo, UT	84604
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (801) 705-7000

Not Applicable

(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))

Item 3.02. Unregistered Sales of Equity Securities.

On October 20, 2010, Ancestry.com Inc. (the “Company”) completed the merger (the “Merger”) pursuant to the previously-announced Agreement and Plan of Merger, dated as of September 22, 2010 (the “Merger Agreement”), by and among the Company, Perrier Acquisition Corp., a wholly-owned subsidiary of the Company, iArchives, Inc. (“iArchives”) and certain stockholders of iArchives. The Merger Agreement was previously reported in the Company’s Current Report on Form 8-K dated September 23, 2010.

As a result of the Merger, the Company anticipates that it will issue a number of shares of stock in an amount of approximately 1.022 million shares of Ancestry.com common stock. The final number of shares to be issued is subject to (i) a purchase price adjustment provision contained in the Merger Agreement, and (ii) the extent to which any of the 174,939 shares of the Company’s common stock held in an escrow account are used to settle any claims after the closing of the Merger.

The issuance of the shares in the Merger is not registered under the Securities Act of 1933, as amended (the “Securities Act”). The shares are being issued in reliance on the exemption from registration provided by Rule 506 of Regulation D under the Securities Act because, among other things, the shares are being issued to “accredited investors” as defined in Rule 501 of the Securities Act.

Item 7.01. Regulation FD Disclosure.

On October 21, 2010, the Company issued a press release announcing the closing of the Merger. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. The information under this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibit	Description
	99.1	Press release dated October 21, 2010 by the Registrant, reporting the closing of the Merger (furnished and not filed herewith as described in Item 7.01).

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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.

	ANCESTRY.COM INC.
	(Registrant)
Date: October 21, 2010	By:	/s/ William C. Stern
		William C. Stern
		General Counsel

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INDEX OF EXHIBITS

Exhibit	Description
99.1	Press release dated October 21, 2010 by the Registrant, reporting the closing of the Merger (furnished and not filed herewith as described in Item 7.01).

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ANCESTRY.COM INC. COMPLETES ACQUISITION OF iARCHIVES

PROVO, Utah, October 21, 2010 – Ancestry.com Inc. (Nasdaq: ACOM) today announced the completion of the acquisition of iArchives, Inc. and its branded Web site, Footnote.com, a leading American History Web site. This acquisition provides Ancestry.com with a complementary consumer brand, expanded content offerings, and enhanced digitization and image-viewing technologies.

The Company anticipates that it will issue approximately 1.022 million shares of its Common Stock in connection with the acquisition with the final number being subject to post closing adjustments or other claims under the merger agreement.

About Ancestry.com
Ancestry.com Inc. (Nasdaq: ACOM) is the world’s largest online family history resource, with approximately 1.3 million paying subscribers. More than 5 billion records have been added to the site in the past 13 years. Ancestry users have created more than 19 million family trees containing over 1.9 billion profiles. Ancestry.com has local Web sites directed at nine countries, including its flagship Web site at www.ancestry.com.

About iArchives

iArchives is a leading digitization service provider that also operates Footnote.com, a subscription Web site that features searchable original documents, providing over 35,000 paying subscribers with a view of the events, places and people that shaped the American nation and the world. At Footnote.com, all are invited to come share, discuss, and collaborate on their discoveries with friends, family, and colleagues. For more information, visit www.footnote.com.

Forward-looking Statements

This press release contains forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated in these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “appears,” “may,” “designed,” “expect,” “intend,” “focus,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “should,” “continue” or “work” or the negative of these terms or other comparable terminology. These statements include statements concerning among other things the number of shares of Ancestry.com common stock that will be issued in connection with iArchives, the effects of the proposed transaction on Ancestry.com, our subscriber base, our reach, our activities to enhance subscribers’ experience, our business outlook, our leadership position and our opportunities and prospects for growth. These forward-looking statements are based on information available to us as of the date of this press release. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. In particular, such risks and uncertainties include difficulties encountered in integrating acquired businesses and retaining customers, and the additional difficulty of integration when continuing the acquired operation; the adverse impact of competitive product announcements; failure to achieve anticipated revenues and operating performance; changes in overall economic conditions; the loss of key employees; competitors’ actions; pricing and gross margin pressures; inability to control costs and expenses; and significant litigation.

Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, and in discussions in other of our SEC filings.

These forward-looking statements should not be relied upon as representing our views as of any subsequent date and we assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.

For more information:

Investors:	Media:
Brainerd Communicators, Inc. Corey Kinger (212) 986-6667 investorrelations@ancestry.com	Ancestry.com Heather Erickson (801) 705-7104 herickson@ancestry.com
	Brainerd Communicators, Inc. Ray Yeung / Jo Anne Barrameda (212) 986-6667 yeung@braincomm.com / barrameda@braincomm.com