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
April 6, 2006
(Date of Earliest Event Reported)
West Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-21771
(Commission File Number) | | 47-0777362
(I.R.S. Employer Identification No.) |
11808 Miracle Hills Drive, Omaha, Nebraska 68154
(Address of principal executive offices)
Registrant’s telephone number, including area code: (402) 963-1200
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))
TABLE OF CONTENTS
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 6, 2006, West Corporation (the “Company”) completed its previously announced acquisition of all of the outstanding shares of Raindance Communications, Inc. ( “Raindance”) pursuant to the Agreement and Plan of Merger, dated as of February 6, 2006 (the “Merger Agreement”), by and among the Company, Rockies Acquisition Corporation, a wholly owned subsidiary of the Company, and Raindance The purchase price and estimated transaction costs are approximately$160 million in cash. The Company funded the acquisition with a combination of cash on hand and borrowings under its bank credit facility.
There are no material relationships between (i) Raindance and (ii) the Company or its affiliates.
The Merger Agreement is incorporated herein by reference to Exhibit 2.1 hereof.
Item 8.01 Other Events.
In connection with the closing of the Intrado Inc., and Raindance acquisitions, the Company updated its guidance for 2006. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits.
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| | | Exhibit No. | | Description of Exhibit |
| | | 2.1 | | Merger Agreement (incorporated by reference to Exhibit 2.07 to Form 10-K filed February 24, 2006). |
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| | | 99.1 | | Press release issued by West Corporation dated April 6, 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 hereunto duly authorized.
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| | WEST CORPORATION
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| Dated: April 10, 2006 | By: | /s/ Thomas B. Barker | |
| | | Thomas B. Barker | |
| | | Chief Executive Officer and Director | |
| |
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EXHIBIT INDEX
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| Exhibit No. | | Description of Exhibit |
| 2.1 | | Merger Agreement (incorporated by reference to Exhibit 2.07 to Form 10-K filed February 24, 2006). |
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| 99.1 | | Press release issued by West Corporation dated April 6, 2006. |
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