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): May 6, 2010
VALASSIS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-10991 | 38-2760940 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 19975 Victor Parkway, Livonia, MI | 48152 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(734) 591-3000
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 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)) |
Items to be Included in this Report
| Item 7.01. | Regulation FD Disclosure. |
On May 6, 2010, Valassis Communications, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that the Company’s Board of Directors approved the reinstatement of the Company’s stock repurchase program which was previously suspended. Under the stock repurchase program, up to approximately 6.1 million shares of the Company’s common stock remain authorized for repurchase from time to time in open market or privately negotiated transactions. Furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the Press Release.
The information furnished pursuant to this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 6, 2010. |
SIGNATURE
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/ Todd Wiseley | |||||
| Date: May 6, 2010 | Name: | Todd Wiseley | ||||
| Title: | General Counsel, Senior Vice President, Administration and Secretary | |||||
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 6, 2010. |