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): July 21, 2006

infoUSA Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

0-19598 (Commission File Number)	47-0751545 (I.R.S. Employer Identification No.)
5711 South 86th Circle
Omaha, Nebraska	68127
(Address of Principal Executive Offices)	(Zip Code)

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

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 1.01          ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 21, 2006, infoUSA Inc. (the “Company”) entered into an agreement with Mr. Vinod Gupta pursuant to which Mr. Gupta has agreed that, for a period ending on July 21, 2007, he will not directly or indirectly acquire any additional securities of the Company, except that he may exercise stock options that have been granted to him by the Company. The agreement will cease to apply, however, if (a) the Company announces that it has entered into an agreement with a third party that contemplates a merger, consolidation, sale of substantially all of the assets or business combination involving the Company, or (b) the Company announces that it has entered into an agreement with a third party that contemplates a change of control of the Company by tender offer, exchange offer or otherwise or the Board of Directors of the Company has publicly recommended such a transaction.

A copy of the agreement with Mr. Gupta is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. A copy of the press release announcing the execution of the agreement is furnished as Exhibit 99.1 to this Form 8-K.

ITEM 8.01          OTHER EVENTS.

At its quarterly meeting on July 21, 2006, the Board of Directors of the Company established the position of lead independent director and appointed Bill L. Fairfield to serve in that capacity. The lead independent director will be responsible for coordinating the activities of the independent directors. Mr. Fairfield has been a member of the Company’s Board of Directors since November 2005. He serves on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board of Directors, and is the Chairman of the Compensation Committee.

A copy of the press release announcing Mr. Fairfield’s appointment is furnished as Exhibit 99.1 to this Form 8-K.

ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS.

(c)	Exhibits.	The following exhibit is furnished herewith:
	Exhibit 10.1	Agreement dated July 21, 2006 between Vinod Gupta and infoUSA Inc.
	Exhibit 99.1	Press Release dated July 24, 2006

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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, thereunto duly authorized.

	infoUSA Inc. (Registrant)
Date: July 25, 2006	By:	/s/ STORMY L. DEAN
		Stormy L. Dean
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit 10.1 Agreement dated July 21, 2006 between Vinod Gupta and infoUSA Inc.

Exhibit 99.1 Press Release dated July 24, 2006

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EX-10.1

Exhibit 10.1 — Agreement dated July 21, 2006

July 21, 2006

PERSONAL & CONFIDENTIAL
Board of Directors
infoUSA Inc.

Gentlemen:

     I am writing this letter to inform the Board of Director that, for a period ending on July 21, 2007 (the “Covered Period”), I will not directly or indirectly acquire any additional securities of the infoUSA Inc. (the “Company”), except that I may exercise stock options that have been granted to me by the Company. This letter will not apply, however, if the Company (a) announces that it has entered into an agreement with a third party that contemplates a merger, consolidation, sale of substantially all of the assets or business combination involving the Company, or (b) the Company announces that it has entered into an agreement with a third party that contemplates a change of control of the Company by tender offer, exchange offer or otherwise or the Board of Directors has publicly recommended such a transaction.

     The Company and I acknowledge and agree that during the Covered Period, so long as I am in compliance with my obligations under this letter, the Company shall not take any action to modify, extend or amend the Company’s Preferred Shares Rights Agreement with Norwest Bank N.A. Minnesota, (as amended, the “Rights Agreement”) to directly or indirectly include me in the definition of “Acquiring Person” as such term is used in the Rights Agreement or take any action including amending the Rights Agreement or adopting any other rights agreement, plan or other arrangement that has the direct or indirect effect of including me within the purview of the Rights Agreement or such other rights agreement, plan or arrangement.

Best regards,

/s/ VINOD GUPTA
Vinod Gupta

ACCEPTED AND AGREED

infoUSA Inc.
(acting on authority of the Board of Directors of the Company)

/s/ BILL L. FAIRFIELD
By:       Bill L. Fairfield
Its:       Lead Independent Director

EX-99.1

Exhibit 99.1 — Press Release dated July 24, 2006

FOR IMMEDIATE RELEASE
July 24, 2006

CONTACT:
VIN GUPTA — CHAIRMAN & CHIEF EXECUTIVE OFFICER
Phone: (402) 596-8900
STORMY DEAN — CHIEF FINANCIAL OFFICER
Phone: (402) 593-4500

infoUSA Appoints Lead Independent Director,
Announces Standstill Agreement with Vinod Gupta

(OMAHA, NE) — infoUSA Inc. (NASDAQ: IUSA), the leading provider of proprietary business and consumer databases, today announced that at its quarterly meeting on July 21, 2006, its Board of Directors established the position of lead independent director and appointed Bill L. Fairfield to serve in that capacity. The lead independent director will be responsible for coordinating the activities of the independent directors. Mr. Fairfield has been a member of the Company’s Board of Directors since November 2005. He serves on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board of Directors, and is the Chairman of the Compensation Committee.

The Company also announced that on July 21, 2006, it entered into an agreement with Mr. Vinod Gupta pursuant to which Mr. Gupta has agreed that, for a period ending on July 21, 2007, he will not directly or indirectly acquire any additional securities of the Company, except that he may exercise stock options that have been granted to him by the Company. The agreement will cease to apply, however, if (a) the Company announces that it has entered into an agreement with a third party that contemplates a merger, consolidation, sale of substantially all of the assets or business combination involving the Company, or (b) the Company announces that it has entered into an agreement with a third party that contemplates a change of control of the Company by tender offer, exchange offer or otherwise or the Board of Directors of the Company has publicly recommended such a transaction.

About infoUSA
infoUSA (www.infoUSA.com), founded in 1972, is the leading provider of business and consumer information products, database marketing services, data processing services and sales and marketing solutions. Content is the essential ingredient in every marketing program, and infoUSA has the most comprehensive data in the industry, and is the only company to own a proprietary database of 250 million consumers and 14 million businesses under one roof. The infoUSA database powers the directory services of the top Internet traffic-generating sites. Nearly 3 million customers use infoUSA’s products and services to find new customers, grow their sales, and for other direct marketing, telemarketing, customer analysis and credit reference purposes. infoUSA headquarters are located at 5711 S. 86th Circle, Omaha, NE 68127 and can be contacted at (402) 593-4500. To know more about Sales Leads, click www.infousa.com. To get a 7-day free trial and 100 free sales leads, click www.salesgenie.com.

Statements in this announcement other than historical data and information constitute forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, but are not limited to, recent changes in senior management, the successful integration of recent and future acquisitions, fluctuations in operating results, failure to successfully carry out our Internet strategy or to grow our Internet revenue, effects of leverage, changes in technology and increased competition. More information about potential factors that could affect the company’s business and financial results is included in the company’s filings with the Securities and Exchange Commission.