As Filed with the Securities And Exchange Commission on August 16, 2007
Registration No. 333-48762
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERTRUE INCORPORATED
(Name of the Issuer)
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| Delaware
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06-1276882 |
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(I.R.S. Employer Identification No.) |
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| 20 Glover Avenue
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06850 |
| Norwalk, Connecticut
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(Zip Code) |
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George W. M. Thomas
Senior Vice President and General Counsel
Vertrue Incorporated
20 Glover Avenue
Norwalk, Connecticut 06850
(203) 324-7635
(Name and Address of Agent for Service)
Copies to:
Carmen J. Romano, Esq.
Derek M. Winokur, Esq.
Dechert LLP
Circa Centre
2929 Arch Street, 4th Floor
Philadelphia, PA 19104
(215) 994-4000
REMOVAL OF SHARES FROM REGISTRATION
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 is being filed
in order to deregister all securities remaining unsold under that certain Registration Statement on
Form S-3 (Registration No. 333-48762) (the “Registration Statement”), which was filed on October
27, 2000 to register 425,232 shares of the common stock of Vertrue Incorporated (“Vertrue”).
Vertrue entered into an Agreement and Plan of Merger, dated as of March 22, 2007, as amended
by the Amendment to the Agreement and Plan of Merger, dated as of July 18, 2007 (the “Merger
Agreement”), by and among Vertrue, Velo Holdings Inc., a Delaware corporation (“Parent”), and Velo
Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”),
pursuant to which, among other things, Merger Sub would merge with and into Vertrue, the separate
corporate existence of Merger Sub would cease, and Vertrue would continue as the surviving
corporation (the “Merger”).
On August 15, 2007, Vertrue held a special meeting of stockholders at which the stockholders
of Vertrue approved the adoption of the Merger Agreement. The Merger became effective on August
16, 2007 upon the filing of a Certificate of Merger with the Secretary of State of the State of
Delaware.
In connection with the closing of the Merger, all offerings of Vertrue’s common stock pursuant
to existing registration statements, including this Registration Statement, have been
terminated. Vertrue files this post-effective amendment to remove from registration all
of the shares that were registered by the Registration Statement but remain unsold as of the date
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized on the 16th day of August, 2007.
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VERTRUE INCORPORATED |
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By:
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/s/ Gary A. Johnson |
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Gary A. Johnson |
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President and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement has been signed by the following persons in the capacities
indicated as of the 16th day of August, 2007:
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Capacity |
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/s/ Gary A. Johnson
Gary A. Johnson
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President,
Chief Executive Officer and Director
(Principal Executive Officer) |
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/s/ James B. Duffy
James B. Duffy
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Executive
Vice President, Chief Financial Officer and
Chief Operating Officer (Principal Financial Officer
and Principal Accounting Officer) |
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/s/ Daniel J. Selmonosky
Daniel J. Selmonosky
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Director |
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/s/ James W. Koven
James W. Koven
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Director |
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/s/ Christian Ahrens
Christian Ahrens
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Director |
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/s/ Henry H. Briance
Henry H. Briance
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Director |
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/s/ Paul Bartlett
Paul Bartlett
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Director |
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Director |