8-K 1 d8k.txt FORM 8-K 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): May 16, 2003 VALASSIS COMMUNICATIONS, INC. ---------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-10991 38-2760940 ------------------------- --------------- ----------------- (State of incorporation) (Commission File Number) (IRS Employer Identification No) 19975 Victor Parkway, Livonia, Michigan 48152 --------------------------------------------- (Address of principal executive office) Registrant's telephone number, including area code: 734-591-3000 Item 9. REGULATION FD DISCLOSURE On May 16, 2003, Valassis announced that it established the terms of its 30-year convertible senior notes. Valassis is offering the notes for sale to qualified institutional investors through a private placement. The notes will be sold for an issue price of $667.24 per $1,000 principal amount at maturity. The issue price represents a yield to maturity of 1.625% per year. A copy of the Company press release related to this event is attached as an Exhibit to this Form 8-K. Item 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 Press Release of Valassis Communications, Inc. dated May 16, 2003 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. VALASSIS COMMUNICATIONS, INC. By: /s/ Robert L. Recchia ------------------------------------- Robert L. Recchia Executive Vice President and Chief Financial Officer Dated: May 22, 2003