UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 12, 2005
Dex Media, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-32249
(Commission File Number)
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14-1855759
(IRS Employer
Identification No.) |
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198 Inverness Drive West, Englewood, Colorado
(Address of principal executive offices)
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80112
(Zip Code) |
(303) 784-2900
(Registrant’s telephone number, including area code)
Not Applicable
(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)
x 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))
TABLE OF CONTENTS
Item 8.01 Other Events.
On October 3, 2005, Dex Media, Inc., a Delaware corporation (the “Company”), and R.H.
Donnelley Corporation, a Delaware corporation (“RHD”), issued a joint press release announcing that
RHD has entered into a definitive agreement to acquire the Company.
In connection with such announcement, certain members of the Company’s senior management are
engaged in discussions with investors regarding the transaction. In that regard, the Company’s
senior management plans to use a slightly revised version of the slide presentation that it used on
the investor conference call on Monday, October 3, which prior presentation was filed as an exhibit
to a Current Report on Form 8-K dated October 3, 2005. The revised slide presentation is attached
to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.
The revised slide presentation should be read together with the information contained in the reports
that the Company files with the Securities and Exchange Commission, including the financial
statements and related notes contained in those reports. The revised slide presentation contains certain
non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has provided
a reconciliation within the revised slide presentation of each such non-GAAP measure to the most directly
comparable GAAP financial measure.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Slide presentation dated October 12, 2005. |
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