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 1, 2005
INPHONIC, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-51023 | | 52-2199384 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
1010 Wisconsin Avenue, Suite 600
Washington, DC 20007
(Address of principal executive offices)
Registrant’s telephone number, including area code: (202) 333-0001
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):
¨ Written communications 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
The InPhonic, Inc. (“InPhonic”) executive officers as defined under Section 16 of the Securities Exchange Act of 1934 and some of the directors, have adopted pre-arranged stock trading plans to sell a portion of their InPhonic common stock over time as part of an individual long-term strategy for asset diversification and liquidity. The stock trading plans were adopted in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934 and InPhonic’s policies regarding stock transactions. Rule 10b5-1 allows corporate officers and directors to adopt written, pre-arranged stock trading plans when they are not in possession of material, non-public information. Using these plans, insiders can gradually diversify their investment portfolios, can spread stock trades out over an extended period of time to reduce any market impact and can avoid concerns about whether they had material, non-public information when they sold their stock.
The transactions under the stock trading plans will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.
Except as may be required by law, InPhonic does not undertake to report future plans by officers or directors of InPhonic nor to report any modifications, terminations, transactions or other activities under such plans.
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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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| INPHONIC, INC. |
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| By: | | /s/ David A. Steinberg |
| | | David A. Steinberg Chairman of the Board and Chief Executive Officer |
Date: June 3, 2005
