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
October 25, 2004
Date of Report
(Date of earliest event reported)
INFOSPACE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
| 0-25131 | 91-1718107 | |
| (Commission File No.) | (IRS Employer Identification Number) |
601 108th Avenue N.E., Suite 1200
Bellevue, Washington 98004
(Address of Principal Executive Offices)
425-201-6100
(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:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 ENTRY INTO A MATERIAL AGREEMENT
On October 22, 2004, InfoSpace and Kendra VanderMuelen, Executive Vice President, Mobile, entered into a Separation Agreement whereby Ms. VanderMuelen will resign from her position effective October 31, 2004. Ms. VanderMuelen’s resignation will be deemed “for Good Reason” as defined in the Employment Agreement between the parties dated May 19, 2003 which will result in the payment to Ms. VanderMuelen of $400,000 of severance pay as provided in such employment agreement. The resignation will also result in the acceleration of vesting of certain outstanding stock options.
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 25, 2004, InfoSpace announced its financial results for the three-month period ended September 30, 2004. A copy of the press release is furnished to, but not filed with, the Commission as Exhibit 99.1 hereto.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (c) | EXHIBITS. |
| 10.18 | Separation Agreement dated as of October 22, 2004 between InfoSpace, Inc. and Kendra VanderMuelen |
| 99.1 | Press Release, dated October 25, 2004 |
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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 hereunto duly authorized.
Date: October 25, 2004
| INFOSPACE, INC. | ||
| By: |
/s/ Allen M. Hsieh | |
| Allen M. Hsieh | ||
| Vice President Financial Operations and Chief Accounting Officer | ||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.18 | Separation Agreement dated as of October 22, 2004 between Infospace, Inc. and Kendra Vander Muelen | |
| 99.1 | Press Release, dated October 25, 2004 | |