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): ~~March~~April 116, 2010

Youbet.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware	1001-34276	95-4627253
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2600 West Olive Avenue, 5th floor, Burbank, CA		91505
2600 West Olive Avenue, 5th Floor, Burbank, CA		91505
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (818) 668-2100

(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)

¨ 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 2 5.0207. ~~Results~~ Submission of ~~Operations~~Matters ~~and Financial~~to ~~Condition~~a Vote of Security Holders.

On ~~March~~April 116, 2010, Youbet.com, Inc. (the “Company”) ~~issued~~held a ~~press~~special ~~release~~meeting ~~announcing~~of its ~~financial~~stockholders. At ~~results~~the ~~for~~special meeting, holders of the ~~three~~ Company’s outstanding common stock voted to approve the proposal (the “Merger Proposal”) to adopt the Agreement and ~~twelve~~Plan ~~month~~of ~~periods~~Merger ~~ended~~(the ~~December~~“Merger 31Agreement”), ~~2009~~dated as of November 11, 2010, among the Company, Churchill Downs Incorporated (“CDI”), Tomahawk Merger Corp., a wholly owned subsidiary of CDI (“Merger Sub”), and Tomahawk Merger LLC, a wholly owned subsidiary of CDI (“Merger LLC”), pursuant to which Merger Sub will merge with and into the Company and the surviving corporation will merge with and into Merger LLC, with Merger LLC surviving the subsequent merger (the “Merger”). AOf ~~copy~~the shares voted, approximately 98.4% voted in favor of the ~~press~~ ~~release~~Merger isProposal, ~~furnished~~which represented approximately 68.3% of the total outstanding shares as ~~Exhibit~~of 99February 17, 2010, the record date.1 Approval toof ~~this~~the ~~Current~~Merger ~~Report~~Proposal required the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The votes cast on ~~Form 8-K~~the Merger Proposal at the special meeting were: 28,485,100 shares voted in favor; 466,290 shares voted against; and 6,451 votes abstained.

~~The earnings~~Under ~~press~~the ~~release~~terms ~~contains~~of ~~disclosure~~the ~~regarding~~Merger ~~certain~~Agreement, ~~measures~~upon the completion of ~~performance~~ ~~not~~the ~~calculated~~Merger, ineach ~~accordance~~share ~~with~~of ~~accounting~~the ~~principles~~Company’s ~~generally accepted~~common instock (other than shares held by the ~~United~~Company’s ~~States~~stockholders ~~(“GAAP”~~who perfect and do not withdraw their appraisal rights under Delaware law). ~~The~~will ~~non-GAAP~~be ~~financial~~cancelled ~~measure~~and ~~consists of~~converted ~~EBITDA~~into ~~from~~the ~~continuing~~right ~~operations~~to receive a combination of 0.0598 ~~Information~~of ~~needed~~a toshare ~~reconcile~~of ~~EBITDA from~~CDI ~~continuing~~common ~~operations~~stock and $0.97 in cash, subject to adjustment to ensure that the ~~most~~Merger ~~directly~~does ~~comparable~~not ~~GAAP~~require ~~financial measure~~CDI ~~and~~to ~~disclosure~~issue ~~regarding~~more ~~management’s~~than ~~uses~~19.6% ~~for~~of ~~this~~the ~~non-GAAP~~outstanding ~~measure appear~~CDI ~~under~~common ~~“Reconciliation~~stock outstanding as of ~~Non-GAAP~~immediately ~~Financial~~prior ~~Measures~~to the effective time of the Merger.”

The ~~information~~closing ~~required~~of tothe ~~be furnished~~Merger ~~pursuant~~is subject to ~~Item~~the ~~2.02~~satisfaction ~~and~~or ~~Exhibit~~waiver 99of certain other customary closing conditions.1 In ofaddition, ~~this~~as ~~report~~previously ~~shall~~disclosed, ~~not~~on ~~be deemed~~January to25, be2010, the United States Department of Justice (the “~~filed~~DOJ”) issued to the Company and CDI formal requests for ~~purposes~~additional ofinformation ~~Section~~and 18documentary material with respect to the Merger Agreement and the Merger. These requests had the effect of extending the ~~Securities~~waiting ~~Exchange~~period under the Hart-Scott-Rodino Antitrust Improvement Act of ~~1934~~1976, as amended, ~~(“the~~until ~~Exchange~~30 ~~Act”),~~days orafter ~~otherwise~~both parties have substantially complied with the requests, subject to ~~the~~any ~~liability~~ modifications of ~~that~~the ~~section,~~requests ~~except~~to ifwhich the ~~Company~~DOJ ~~specifically~~may ~~incorporates~~agree. The itCompany byand ~~reference into~~CDI acontinue ~~filing~~to ~~under~~work with the ~~Securities~~DOJ ~~Act~~to ofprovide ~~1933,~~information asand ~~amended,~~documentary ormaterial pursuant to the ~~Exchange Act~~DOJ’s requests.

Item 8.01.

Other Events.

On April 6, 2010, the Company issued a press release with the results of the special meeting. The press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

	(d)	Exhibits

	99.1	Press Release

~~Exhibit~~Forward ~~No.~~Looking ~~Exhibits~~Statements

99This communication contains certain forward-looking statements. These forward-looking statements, which are included in accordance with Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, may include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions. These statements are subject to a number of known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward looking statements in this communication. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations. Important factors that could cause actual results to differ materially from those in the forward looking statements include the risk that the conditions to merger set forth in the Merger Agreement will not be satisfied and the transaction will not be consummated; uncertainties as to the timing of the Merger; changes in the Company’s business during the period between now and the effective time of the Merger that could cause a condition to closing not to be satisfied; as well as the risks and uncertainties discussed in the Company’s Form 10-K for the year ended December 31, 2009 (as amended by Amendment No. 1 ~~Press~~thereto ~~Release~~on ~~issued~~Form ~~March~~10-K/A) 11and CDI’s Form 10-K for the year ended December 31, ~~2010~~2009, and in the Company’s and CDI’s other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this communication. Neither the Company nor CDI undertakes and each specifically disclaims any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~ hereunto duly authorized.

	YOUBET.COM, INC.
Dated: April 6, 2010	By:	/s/ Susan Bracey
Dated: March 11, 2010	By:	/s/ Susan Bracey
		Name:	Susan Bracey
	Name:	Susan Bracey
		Title:	Chief Financial Officer
	Title:	Chief Financial Officer

3EXHIBIT INDEX

~~Exhibit Index~~99.1 Press Release

Exhibit No. Description

99.1 Youbet.com, Inc. Earnings Press Release dated March 11, 2010 (furnished pursuant to Item 2.02 of Form 8-K).

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