425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

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

Date of report (Date of earliest event reported): December 5, 2005

Dex Media, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32249	14-1855759
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

198 Inverness Drive West, Englewood, Colorado	80112
(Address of principal executive offices)	(Zip Code)

(303) 784-2900
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

þ 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Item 1.01 Entry into a Material Definitive Agreement

     (a) This Amendment No. 2 to the Current Report on Form 8-K of Dex Media, Inc. (the “Company”) is being filed to amend and update the Current Report on Form 8-K/A filed on December 12, 2005 (the “Prior Form 8-K/A”). On December 5, 2005, the Company announced that Linda A. Martin will assume the position of Executive Vice President and Chief Operating Officer, effective January 1, 2006, as reported on the Current Report on Form 8-K filed on December 6, 2005 and the Prior Form 8-K/A. The Prior Form 8-K/A also reported that the terms of any amendment to Ms. Martin’s employment agreement would be reported on an amendment to such Current Report.

     On December 19, 2005, the Company entered into a Letter Agreement with Ms. Martin (the “Martin COO Letter Agreement”) which amends her employment agreement, as amended, to provide, effective January 1, 2006, that (i) she will serve in the position of Executive Vice President and Chief Operating Officer of the Company, provided that upon the consummation of the transactions (the “Effective Time”) contemplated by that certain Agreement and Plan of Merger, dated October 3, 2005, by and among the Company, R.H. Donnelly and Forward Acquisition Corp., she will return to the position of Senior Vice President, Sales and no longer hold the position of Executive Vice President and Chief Operating Officer, (ii) her annual base salary shall be increased from $231,750 to $300,000 for as long as she holds the position of Executive Vice President and Chief Operating Officer, (iii) her target annual bonus shall be increased from 50% to 75% of her annual base salary for as long as she holds the position of Executive Vice President and Chief Operating Officer, (iv) the diminution of her position from Executive Vice President and Chief Operating Officer to Senior Vice President, Sales at the Effective Time and the related diminution of her annual base salary and target annual bonus to such amounts as were applicable when she previously held the position of Senior Vice President, Sales shall not constitute “Good Reason” under her employment agreement, as amended, and (v) any calculations of severance payments or merit increases will be based upon an annual base salary of $231,750 and a target annual bonus of 50% of annual base salary. A copy of the Martin COO Letter Agreement is attached hereto as Exhibit 10.1 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
10.1	Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Linda A. Martin.

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.

	DEX MEDIA, INC.
Date: December 21, 2005
	By:	/s/ FRANK M. EICHLER
	Name:	Frank M. Eichler
	Title:	Senior Vice President, General Counsel

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Linda A. Martin.

EX-10.1

Exhibit 10.1

December 19, 2005

Linda A. Martin
c/o Dex Media, Inc.
198 Inverness Drive West
Englewood, CO 80112

Re:   Second Amendment to Amended and Restated Employment Agreement

Dear Linda:

This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”), regarding the terms of your continued employment with the Company. This Letter Agreement constitutes an amendment to that certain Amended and Restated Employment Agreement, dated as of July 15, 2004 (the “Employment Agreement”), as amended by that certain letter agreement between you and the Company, dated October 2, 2005 (the “First Letter Amendment”). Capitalized terms used in this Letter Agreement and not defined herein shall have the meaning given such terms in the Employment Agreement or the First Letter Amendment, as applicable.

1.	Position. Effective as of January 1, 2006, you will serve in the position of Executive Vice President and Chief Operating Officer of the Company. You acknowledge and agree that upon the occurrence of the Effective Time, you will return to the position of Senior Vice President, Sales and no longer hold the position of Executive Vice President and Chief Operating Officer.
2.	Annual Base Salary. Effective as of January 1, 2006, your Annual Base Salary shall be $300,000 for as long as you hold the position of Executive Vice President and Chief Operating Officer. You acknowledge and agree that upon the occurrence of the Effective Time, your Annual Base Salary shall return to $231,750.
3.	Annual Bonus. Effective as of January 1, 2006, your target annual bonus shall be 75% of your Annual Base Salary for as long as you hold the position of Executive Vice President and Chief Operating Officer. You acknowledge and agree that upon the occurrence of the Effective Time, your target annual bonus shall return to 50% of your Annual Base Salary. To the extent that you hold both positions during any bonus year, your bonus calculation shall be pro-rated based upon the number of days during such year you served as Executive Vice President and Chief Operating Officer and Senior Vice President, Sales, respectively.
4.	Good Reason. Effective as of January 1, 2006, you acknowledge and agree that you will not have Good Reason to terminate your employment upon the occurrence of any of the following: (i) the diminution of your position from Executive Vice President and Chief Operating Officer to Senior Vice President, Sales at the Effective Time, (ii) the diminution of your Annual Base Salary to an amount not less than $231,750 at any time that you are serving as Senior Vice President, Sales or (iii) the diminution of your target bonus to a percentage not less than 50% of your Annual Base Salary at any time you are serving as Senior Vice President, Sales.

5.	Calculation of Payments upon Certain Terminations of Employment. Effective as of January 1, 2006, upon the termination of your employment by the Company without “Cause” (as defined in your Employment Agreement) or by you for “Good Reason” (as defined in the First Letter Amendment and modified by Paragraph 4 above), any payments to which you may be entitled pursuant to Section 6(a) of the First Letter Amendment will be calculated based upon an Annual Base Salary of $231,750 (or such greater amount if your Annual Base Salary is increased while you hold the position of Senior Vice President, Sales) and a target annual bonus of not more than 50% of $231,750 (or such greater amount if your target bonus and Annual Base Salary are increased while you hold the position of Senior Vice President, Sales).
6.	Merit Increases. Effective as of the Effective Time, any increase to your Annual Base Salary and your target annual bonus will be based upon an Annual Base Salary of $231,750 and a target bonus of 50% of Annual Base Salary.
7.	Employment and Option Agreements. You and the Company acknowledge and agree that, except as provided by this Letter Agreement, the Employment Agreement and the First Letter Amendment shall remain in full force and effect.
8.	Further Assurances. You and the Company agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the terms of this Letter Agreement.

[signature page follows]

     Please indicate your acceptance of the terms and provisions of this Letter Agreement by signing both copies of this Letter Agreement and returning one copy to me. The other copy is for your files. By signing below, you acknowledge and agree that you have carefully read this Letter Agreement in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it be final and legally binding on you and the Company. This Letter Agreement shall be governed and construed under the internal laws of the State of Delaware and may be executed in several counterparts.

Very truly yours,
/s/ SCOTT BONTEMPO
Name:	Scott Bontempo
Title:	Senior Vice President - Human Resources

Agreed and Accepted:

/s/ LINDA A. MARTIN
Linda A. Martin