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
November 9, 2004
Date of Report (Date of earliest event reported)
Greenfield Online, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-50698 06-1440369
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
21 River Road
Wilton, CT 06897
(Address of Principal Executive Offices and Zip Code)
(203) 834-8585
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if changed since Last Report)
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 1.02. Termination of a Material Definitive Agreement.
We have a Commercial Agreement with Microsoft Corporation dated November
28, 2001 under which we pay The Microsoft Network (MSN) fees for panelists
recruited via the MSN website, plus fees associated with surveys taken by these
panelists. This agreement, as amended, required us to make guaranteed quarterly
payments, which would be credited against recruiting and survey fees. Our
obligation to make these guaranteed payments lapsed in 2003 but we continue to
be obligated to make current payments to MSN for panelists they recruit and for
surveys taken by MSN recruited panelists. In 2004, there has been a continued
decline in panel recruitment through MSN and a decline in our use of MSN
recruited panelists, resulting in lower payments to MSN in 2004 as compared to
2003. On November 9, 2004, Microsoft Corporation exercised its right to
terminate this agreement effective February 8, 2005. Pursuant to the terms of
the agreement we remain obligated to make payments to MSN for surveys taken by
MSN recruited panelists. As the number of panelists recruited through the MSN
website declined to less than 5% of the total panelists recruited during the
third quarter of 2004, we anticipate that this termination will not have a
material affect on current panel recruiting programs or materially impact our
costs associated therewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GREENFIELD ONLINE, INC.
By: /s/ Robert E. Bies
----------------------------
Robert E. Bies
Executive Vice President and
Chief Financial Officer
Dated: November 12, 2004