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 10, 2007
 
 
VONAGE HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
  
001-32887
  
11-3547680
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
23 Main Street, Holmdel, NJ
  
07733
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (732) 528-2600
 
 
(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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 2.02
  
Results of Operations and Financial Condition
 
On May 10, 2007, Vonage Holdings Corp. (“Vonage”) announced its financial results for the quarter ended March 31, 2007. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Vonage is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 9.01
  
Financial Statements and Exhibits.
     
   
(d) Exhibits.
     
   
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
     
 
  
99.1  Press Release issued by Vonage Holdings Corp. on May 10, 2007.
 
 
SIGNATURES
 
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.
 
     
 
VONAGE HOLDINGS CORP.
 
 		  
 		  
 
Date: May 10, 2007
 By:   /s/ Sharon A. O’Leary
 
Sharon A. O’Leary
 
Executive Vice President, Chief Legal Officer and Secretary
 
 
EXHIBIT INDEX
 
EXHIBIT No.:
  
DESCRIPTION
     
99.1  
Press Release issued by Vonage Holdings Corp. on May 10, 2007