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): February 10, 2011
VALASSIS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-10991 | 38-2760940 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | 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
Not Applicable.
(Former Name of 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:
| ¨ | 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 8.01 | Other Events. |
On February 11, 2011, Valassis Communications, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that the Company’s previously announced cash tender offer and consent solicitation for any and all of its 8 1/4% Senior Notes due 2015 expired at 11:59 p.m., New York City time, on February 10, 2011. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release of Valassis Communications, Inc., dated February 11, 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 L. Wiseley | |||
| Date: February 11, 2011 | Name: | Todd L. Wiseley | ||
| Title: | General Counsel and Senior Vice President, Administration | |||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release of Valassis Communications, Inc., dated February 11, 2011. | |