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):
April 12, 2010

infoGROUP Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 001-34298
(Commission
File Number) 47-0751545
(IRS Employer
Identification No.)

5711 South 86^th Circle
Omaha, Nebraska 68127
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (402) 593-4500

     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):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ     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 8.01. Other Events.

     On April 12, 2010, infoGROUP Inc. (the Company) will circulate a memorandum among its employees concerning matters relating to the previously announced proposed acquisition of the Company by affiliates of CCMP Capital Advisors, LLC. A copy of the memorandum, filed with this report as Exhibit 99.1, is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

          (d)       Exhibits.

          99.1       Employee Memorandum dated April 12, 2010.

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.

	infoGROUP Inc.
Date: April 12, 2010	By:	/s/ Thomas J. McCusker
		Name:	Thomas J. McCusker
		Title:	Secretary and Executive Vice President for Business Conduct and General Counsel

EXHIBIT INDEX

Exhibit	Description
99.1	Employee Memorandum dated April 12, 2010.

EX-99.1

Exhibit 99.1

infoGROUP

TO:	Infogroup Colleagues
FROM:	Bill Fairfield, CEO

An article ran in the Omaha World Herald indicating that when the deal closes with CCMP there will be a new CEO appointed. I just wanted you to know that I have the utmost respect for the leadership within CCMP and Clare Hart, the prospective CEO. I have indicated to them that I will assist in the transition for as long as needed.

We have all made great strides to get this Company moving in the right direction and it is imperative that we all stay focused on our customers. They are the reason we are in business and our customers rely on us every day.

There are still several weeks before the transaction is expected to close and we have a lot of work to be done. Until the close, it is business as usual. It is important that our leadership team, including me, continues to stay engaged to move the Company forward. You have my commitment to do what is right for you and our customers.

Thanks for your continued support and I will keep you updated and the lines of communications open. Keep up the great work and thanks for all you do.

Additional Information and Where to Find It

Infogroup plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a proxy statement in connection with the proposed merger with Omaha Acquisition Inc., pursuant to which Infogroup would be acquired by Omaha Holdco Inc. (the “Transaction”). The proxy statement will contain important information about the proposed Transaction and related matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. Investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by Infogroup through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement from Infogroup by contacting Investor Relations by telephone at (402) 593-4541, or by mail at Infogroup, Investor Relations, 5711 South 86^th Circle, Omaha, Nebraska 68127.

Infogroup and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Infogroup in connection with the proposed Transaction. Information regarding the interests of these directors and executive officers in the Transaction described herein will be included in the proxy statement described above. Additional information regarding these directors and executive officers is also included in Infogroup’s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on September 30, 2009. This document is available free of charge at the SEC’s web site at www.sec.gov, and from Infogroup by contacting Investor Relations by telephone at (402) 593-4541, or by mail at Infogroup, Investor Relations, 5711 South 86^th Circle, Omaha, Nebraska 68127, or by going to Infogroup’s Investor Relations page and choosing the Financial Information link, on the Infogroup corporate web site at www.Infogroup.com.