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 29, 2010

infoGROUP Inc.

(Exact name of Registrant as specified in its charter)

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

5711 South 86th 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)

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On July 1, 2010, infoGROUP Inc. (the “Company”) completed its merger with Omaha Acquisition Inc. (“Acquisition Sub”), a wholly-owned subsidiary of Omaha Holdco Inc. (the “Parent”), whereby Acquisition Sub merged with and into the Company with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of March 8, 2010 (the “Merger Agreement”), among the Company, Parent, and Acquisition Sub, the adoption of which was approved by the Company’s stockholders at a special meeting held on June 29, 2010. On June 29, 2010, the Company issued a press release announcing stockholder approval of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On July 1, 2010, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

     On July 1, 2010, the Company notified the Nasdaq Stock Market (“Nasdaq”) of the consummation of the Merger and that, pursuant to the Merger Agreement, each outstanding share of common stock, par value $.0025 per share, of the Company (“Common Stock”) (other than dissenting shares with respect to which appraisal rights have been properly exercised and perfected under Delaware law, and shares of Common Stock held by the Company, Parent or Acquisition Sub or any subsidiary of the Company, Parent or Acquisition Sub) was converted into the right to receive $8.00 in cash without interest. On July 1, 2010, at the Company’s request, Nasdaq filed with the SEC a notification of removal from listing on Form 25 regarding the delisting of the shares of Common Stock from Nasdaq.

Item 3.03 Material Modification to Rights of Security Holders.

     Under the terms of the Merger Agreement, each outstanding share of Common Stock (other than dissenting shares with respect to which appraisal rights have been properly exercised and perfected under Delaware law, and shares of Common Stock held by the Company, Parent or Acquisition Sub or any subsidiary of the Company, Parent or Acquisition Sub) was converted into the right to receive $8.00 in cash, without interest and less any applicable withholding taxes.

     At the effective time of the Merger, each holder of a certificate representing any shares of Common Stock (other than shares for which appraisal rights have been properly demanded and perfected) ceased to have any rights with respect to the shares, except for the right to receive the merger consideration.

     At the effective time of the Merger, (i) all outstanding options to acquire Common Stock became fully vested and (ii) all such options not exercised prior to the Merger were cancelled and converted into the right to receive a cash payment equal to the number of shares of Common Stock underlying the options multiplied by the amount (if any) by which $8.00 exceeds the exercise price, without interest and less any applicable withholding taxes.

     At the effective time of the Merger, each right of any kind, contingent or accrued, to receive shares of Common Stock or benefits measured in whole or in part by the value of a number of shares of Common Stock granted under the Company stock plans or employee plans (including performance shares, restricted stock, restricted stock units, phantom units, deferred stock units and dividend equivalents, but not including any 401(k) plan of the Company), other than Company options (each a “Company Stock-Based Award”), (i) became fully vested and transferable, and (ii) each such Company Stock-Based Award that remained outstanding immediately prior to the consummation of the Merger was cancelled and converted into the right to receive a cash payment equal to the aggregate number of shares or fractional shares of Common Stock represented by such Company Stock-Based Award multiplied by $8.00, without interest and less any applicable withholding taxes.

     The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2010 and is incorporated by reference.

Item 5.01 Changes in Control of Registrant.

     As a result of the Merger, Acquisition Sub merged with and into the Company, with the Company continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Parent. Accordingly, a change of control of the Company occurred pursuant to the Merger. Funding for the Merger Consideration was obtained by Acquisition Sub pursuant to bank borrowings and cash resources of Parent and the Company. The disclosure under Items 3.01, 3.03 and 5.02 hereof are hereby incorporated by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Pursuant to the Merger Agreement, upon consummation of the Merger, the directors of Acquisition Sub immediately prior to the consummation of the Merger became the directors of the Company. Roger Siboni, Bill Fairfield, George Krauss, Gary Morin, Bernard Reznicek, Lee Roberts, John Staples III, Thomas L. Thomas and Clifton Weatherford resigned as directors effective as of the Merger. In connection with the Merger, Steve Cone, Clare Hart, Jarvis Hollingsworth, Mike Iaccarino, Steve Murray, Bob Myers, Kevin O’Brien, John Warner, and Rich Zannino became directors of the Company.

     Effective with the Merger, Clare Hart became President and Chief Executive Officer. Richard Hanks became Executive Vice President, Chief Financial Officer. The executives replace Bill Fairfield, the Company’s former Chief Executive Officer, and Thomas Oberdorf, the Company’s former Chief Financial Officer.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

     On July 1, 2010, in connection with the Merger and pursuant to the terms of the Merger Agreement, the certificate of incorporation and the by-laws of the Company were amended in their entirety to be substantially identical to the certificate of incorporation and by-laws of Acquisition Sub in effect as of the effective time of the Merger, but with the name of the surviving corporation remaining “Infogroup Inc.” and with the provisions relating to the indemnification, exculpation and advancement of expenses of the Company’s officers and directors being consistent with those contained in the Company’s certificate of incorporation and by-laws immediately prior to the consummation of the Merger.

Item 5.07 Submission of Matters to a Vote of Security Holders.

     At the special meeting of Company stockholders on June 29, 2010, the stockholders voted on and approved the following:

	For		Against		Abstain		Broker Non-Votes
Approval of the Merger Agreement		33,174,469		19,007,176		10,125		0

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.		Description
	2.1	Agreement and Plan of Merger, dated as of March 8, 2010, among infoGROUP Inc., Omaha Holco Inc. and Omaha Acquisition Inc. (incorporated by reference to Exhibit 2.1 of infoGROUP Inc.’s Current Report on Form 8-K filed March 8, 2010).
	99.1	Press Release dated June 29, 2010
	99.2	Press Release dated July 1, 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.

Date: July 6, 2010

infoGROUP Inc.
By:	/s/ Winston King
	Name:	Winston King
	Title:	Senior Vice President, General Counsel

EXHIBIT INDEX

Exhibit No.		Description
	2.1	Agreement and Plan of Merger, dated as of March 8, 2010, among infoGROUP Inc., Omaha Holco Inc. and Omaha Acquisition Inc. (incorporated by reference to Exhibit 2.1 of infoGROUP Inc.’s Current Report on Form 8-K filed March 8, 2010).
	99.1	Press Release dated June 29, 2010
	99.2	Press Release dated July 1, 2010.

EX-99.1

Exhibit 99.1

5711 South 86^th Circle
Omaha, NE 68127
Phone 402.596.4500
Fax 402.593.4574
www.infogroup.com

FOR IMMEDIATE RELEASE

June 29, 2010

Contacts:
Lisa Olson
Senior Vice President — Corporate Relations
Phone: (402) 593-4541
E-mail: lisa.olson@infogroup.com

Matthew Sherman / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

Alan Miller / Jennifer Shotwell / Larry Miller
Innisfree M&A Incorporated
(212) 750-5833

Infogroup Stockholders Approve Merger with CCMP Capital

OMAHA, Neb.—(BUSINESS WIRE)—Infogroup (NASDAQ: IUSA) (“Infogroup” or the “Company”) today announced that at today’s Special Meeting, the Company’s stockholders approved the merger with CCMP Capital Advisors, LLC (“CCMP”) under which affiliates of CCMP will acquire Infogroup for $8.00 per share in cash. The transaction will close promptly after the satisfaction of certain remaining conditions, which is anticipated to occur on July 1, 2010.

Gary Morin, Chairman of the M&A Committee of Infogroup’s Board of Directors, said, “The Infogroup Board of Directors and management team have worked diligently to advance the best interests of all of the Company’s stockholders, and we are pleased that stockholders have supported our recommendation. The Board is also grateful to the talented and committed employees of Infogroup, who have worked so hard throughout this process.”

About Infogroup

infoGROUP, Inc. (NASDAQ: IUSA) is the leading provider of data and interactive resources that enables targeted sales, effective marketing and insightful research solutions. Our information powers innovative tools and insight for businesses to efficiently reach current and future customers through multiple channels, including the world’s most dominant and powerful Internet search engines and GPS navigation systems. Infogroup’s headquarters are located at 5711 South 86th Circle, Omaha, NE 68127. For more information, call (402) 593-4500 or visit www.Infogroup.com.

Additional Information

In connection with the Merger, infoGROUP has filed a definitive proxy statement and other relevant documents concerning the transaction with the SEC. STOCKHOLDERS OF infoGROUP ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER

RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the definitive proxy statement and other documents in the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1 800 SEC 0330 for further information on the public reference room. Copies of the definitive proxy statement and other documents infoGROUP files with the SEC may also be obtained by mail, upon payment of the SEC’s customary fees, by writing to the SEC’s principal office at 100 F Street, NE, Washington D.C. 20549. Our SEC filings, including the definitive proxy statement, are also available to the public, free of charge, at the SEC’s website at http://www.sec.gov. You also may obtain free copies of the documents infoGROUP files with the SEC by going to the “Financial Information” subsection of our “Investors Relations” section of our website at http://ir.infogroup.com/sec.cfm. Our website address is provided as an inactive textual reference only. Information regarding the identity of the persons who may, under SEC rules, be deemed to be participants in the solicitation of stockholders of infoGROUP in connection with the transaction, and their interests in the solicitation, is set forth in the definitive proxy statement that was filed by infoGROUP with the SEC on May 28, 2010.

Forward-Looking Statements

This release includes forward-looking statements. Forward-looking statements include statements containing words such as “believes,” “estimates,” “anticipates,” “continues,” “contemplates,” “expects,” “may,” “will,” “could,” “should” or “would” or other similar words or phrases. Statements also include statements pertaining to: the future of the operating environment in the Company’s industry, the implications of current financial performance on future results and the ability of the Company to meet its future forecasts. These statements, which are based on information currently available to us, are not guarantees of future performance and may involve risks and uncertainties that could cause our actual growth, results of operations, performance and business prospects, and opportunities to materially differ from those expressed in, or implied by, these statements. These forward-looking statements speak only as of the date on which the statements were made and we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statement included in this document or elsewhere. These statements are subject to risks, uncertainties, and other factors, including, among others:

• the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

• the inability to complete the Merger due to the failure to obtain stockholder approval or the failure to satisfy other conditions to consummation of the Merger;

• the failure of CCMP to obtain the necessary debt or equity financing;

• the failure of the Merger to close for any other reason;

• that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger;

• the effect of the announcement of the Merger on our customer relationships, operating results and business generally;

• the ability to recognize the benefits of the Merger;

• the amount of the costs, fees, expenses and charges related to the Merger;

and other risks detailed in our current filings with the SEC, including our most recent filings on Forms 10-Q and 10-K. Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. We cannot guarantee any future results, levels of activity, performance or achievements. The statements made in this release represent our views as of the date hereof, and it should not be assumed that the statements made herein remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons that actual results could differ materially from those anticipated in forward-looking statements, except as required by law.

EX-99.2

Exhibit 99.2

PO Box 27347
Omaha, NE 68127-0347
Phone 402.596.8900
Fax 402.537.6104
www.infogroup.com

FOR IMMEDIATE RELEASE
July 1, 2010

Infogroup Contact:	CCMP Contact:
Lisa Olson Senior Vice President Corporate Relations	Allison C. Cole Investor Relations
Phone: (402) 593-4541	Phone: (212) 600-9657
E-mail: lisa.olson@infogroup.com	E-mail: allison.cole@ccmpcapital.com

Infogroup Acquired By CCMP Capital;
Announces New Executive Leadership Team and Board of Directors
Company to be led by Clare Hart, President and Chief Executive Officer

(OMAHA, NEBRASKA) – Infogroup, the leading provider of data-driven and interactive resources for targeted sales, marketing and research solutions, today has closed on its acquisition by affiliates of CCMP Capital Advisors, LLC and announced its new executive leadership team and Board of Directors.

Clare Hart has been named Infogroup’s President and Chief Executive Officer. Ms. Hart is considered an innovator and leader in the world of interactive data and business information services. She most recently served as President of the Dow Enterprise Media Group, which generated over $700 million in annual sales and comprised Dow Jones Indexes, Dow Jones Newswires, Factiva, Dow Jones Licensing and Financial Information Services units. Prior to that appointment she was a founding member and ultimately President and Chief Executive Officer of Factiva, when it was a joint venture of Dow Jones and Reuters.

Rich Zannino, CCMP Managing Director and Chairman of Infogroup’s newly constituted Board of Directors, said, “We’re thrilled to have completed our acquisition of Infogroup and to be partnering with its highly talented management team and staff. Clare Hart has the perfect blend of skills — executive leadership, customer focus, product innovation, change management, technological savvy and deep relevant industry experience – to lead the transformation of Infogroup and deliver even greater value for its customers and ultimately its shareholders.”

Ms. Hart said, “I am looking forward to working with the Infogroup leadership team and all of the Infogroup employees as we help our clients win business, drive financial performance and attain market leadership through the use of Infogroup’s high quality, proprietary data, innovative technologies and results-driven targeted marketing solutions.”

Ms. Hart’s new leadership team will include current Infogroup executives that have contributed to the company’s success in the past as well as several newly appointed executives with highly relevant business experience.

The leadership team includes the following current Infogroup executives:

§	John Copenhaver, President, Infogroup Small Business Group
§	Jim DeRouchey, President, Licensing
§	Phil Garlick, President, OneSource
§	Mike Hilts, President, Infogroup Interactive
§	Ann Kennedy, Senior Vice President, Product Innovation
§	Winston King, Senior Vice President, General Counsel
§	Slade Kobran, Chief Marketing Officer
§	Ed Mallin, President, Infogroup Services Group
§	Tom McAlister, Chief Information Officer
§	Lisa Olson, Senior Vice President Corporate Communications

PO Box 27347
Omaha, NE 68127-0347
Phone 402.596.8900
Fax 402.537.6104
www.infogroup.com

Newly appointed leadership team executives include:

§	Richard Hanks, Executive Vice President, Chief Financial Officer – Mr. Hanks joins Infogroup from Dow Jones where he was Chief Commercial Officer of its Enterprise Media Group and prior to that was Chief Financial Officer of Factiva.
§	Marc Litvinoff, President, Research Group and Opinion Research – Mr. Litvinoff rejoins Infogroup where he previously led the Guideline and Find/SVP divisions of its Research Group. Opinion Research is a leader in offering primary and secondary market and business research, strategic intelligence and expert insights for its long-standing Fortune 1000 clients.
§	Franklin Rios, President, Enterprise Solutions Group – Mr. Rios comes to Infogroup from Vertis, where he was Vice President & General Manager, Interactive Sales and Marketing. He will be leading Infogroup’s Enterprise Solutions Group which provides consumer and business data, lead-generation and multi-channel marketing services to Fortune 1000 class companies.
§	Susie Robinson, Senior Vice President, Human Resources – Ms. Robinson joins Infogroup from Dow Jones where she was Vice President, Human Resources for the Enterprise Media Group. Prior to Dow Jones, she was Vice President, Human Resources at Wyeth Pharmaceuticals.

Serving on Infogroup’s new Board of Directors will be the following highly successful business leaders:

§	Steve Cone, Chief Marketing Officer, The Brierley Group and former Chief Marketing Officer of Epsilon Data Management. Over his 35 year career he has developed highly successful marketing campaigns for such companies as Citigroup, American Express, Fidelity, Apple and United Airlines.
§	Clare Hart, Infogroup’s President and Chief Executive Officer.
§	Jarvis Hollingsworth, Partner, Bracewell & Guiliani, board member of the University of Houston System Board of Regents, and former board member of the Teacher Retirement System of Texas Pension Fund and Houston Bar Foundation.
§	Mike Iaccarino, President, Chief Executive Officer and Director, Mobile Messenger and former President and Chief Executive Officer of Epsilon from 2001 to 2009.
§	Steve Murray, CCMP Capital’s President and Chief Executive Officer and board member of ARAMARK Corporation, Generac Power Systems, Jetro Holdings and Warner Chilcott.
§	Bob Myers, Partner, McCarthy Capital and board member of AmeriSphere Multifamily Finance, BlueLine Media Holdings, CoSentry.net, Guild Mortgage Company and MarketSphere Consulting. Held senior executive positions at First Data Corporation and Western Union for 17 years.
§	Kevin O’Brien, CCMP Capital Managing Director, investment committee member, and co-head of its consumer/retail and media practice, and board member of CareMore Medical Enterprises, LHP Hospital Group, KRATON Polymers and National Surgical Care.
§	John Warner, Principal, CCMP Capital and board member of Chromalox, MetoKote and Quiznos Sub.
§	Rich Zannino, Chairman of Infogroup’s Board of Directors, CCMP Capital Managing Director, investment committee member, and co-head of its consumer/retail and media practice, board member of IAC and Estee Lauder, and former Chief Executive Officer and board member of Dow Jones & Company.

About Infogroup

Infogroup is the leading provider of data and interactive resources that enables targeted sales, effective marketing and insightful research solutions. Our information powers innovative tools and insight for businesses to efficiently reach current and future customers through multiple channels, including the world’s most dominant and powerful Internet search engines and GPS navigation systems. Infogroup’s headquarters are located at 5711 South 86^th Circle, Omaha, NE 68127. For more information, call (402) 593-4500 or visit www.Infogroup.com.

PO Box 27347
Omaha, NE 68127-0347
Phone 402.596.8900
Fax 402.537.6104
www.infogroup.com

About CCMP Capital

CCMP Capital Advisors, LLC, is a leading global private equity firm specializing in buyouts and growth equity investments in companies ranging from $500 million to more than $3 billion in size. CCMP Capital focuses on five primary industries: Consumer/Retail; Industrial; Energy; Healthcare; and Media. Selected investments under management include: ARAMARK Corporation, Chaparral Energy, Francesca’s Collections, Edwards Limited, Generac Power Systems, Jetro Holdings, LHP Hospital Group and Warner Chilcott. CCMP Capital’s founders have invested over $13 billion since 1984. CCMP Capital’s latest fund, CCMP Capital Investors II, L.P., closed in September 2007 with commitments of $3.4 billion. CCMP Capital has offices in New York, Houston and London. Through active management, its global resources and its powerful value creation model, CCMP Capital has established a reputation as a world-class investment partner. For more information, please visit www.ccmpcapital.com. CCMP Capital is a registered investment adviser with the Securities and Exchange Commission.