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 3, 2011
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 June 3, 2011, Valassis Communications, Inc. (“Valassis”) issued a press release announcing that it has commenced an offer to exchange up to $260,000,000 aggregate principal amount of its new 6 5/8% Senior Notes due 2021 and the guarantees of Valassis’ subsidiary guarantors, in each case, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of Valassis’ outstanding, unregistered 6 5/8% Senior Notes due 2021 issued on January 28, 2011 and the related guarantees. 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 (the “Exchange Act”), nor shall it be incorporated by reference into any filings by Valassis under the Securities Act or under the Exchange Act unless Valassis 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 | Description | |
| 99.1 | Press Release of Valassis Communications, Inc. dated June 3, 2011. | |
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: June 3, 2011 | Name: | Todd Wiseley | ||||
| Title: | General Counsel and Senior Vice President, Administration | |||||
Exhibit Index
Exhibit | Description | |
| 99.1 | Press Release of Valassis Communications, Inc. dated June 3, 2011. | |