UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2010

infoGROUP Inc.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-34298 (Commission File Number) 47-0751545 (IRS Employer Identification No.)


Delaware	001-34298	47-0751545
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5711 South 86th Circle Omaha, Nebraska 68127 (Address of Principal Executive Offices) (Zip Code)


5711 South 86^thCircle
Omaha, Nebraska		68127
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (402) 593-4500

(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))

oItem 3.01 ~~Soliciting~~Notice ~~material~~of ~~pursuant~~Delisting or Failure to ~~Rule~~Satisfy ~~14a-12~~a ~~under~~Continued ~~the~~Listing ~~Exchange~~Rule ~~Act~~or ~~(17~~Standard; ~~CFR~~Transfer of ~~240~~Listing.~~14a-12)~~

o On ~~Pre-commencement~~July 1, ~~communications~~2010, ~~pursuant~~infoGROUP toInc. ~~Rule~~(the ~~14d~~“Company”) completed its merger with Omaha Acquisition Inc. (“Acquisition Sub”), a wholly-2owned subsidiary of Omaha Holdco Inc. (bthe “Parent”), ~~under~~whereby Acquisition Sub merged with and into the ~~Exchange~~Company ~~Act~~with ~~(17~~the ~~CFR~~Company ~~240.14d~~continuing as the surviving corporation and as a wholly-2owned subsidiary of Parent (bthe “Merger”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of March 8, 2010 (the “Merger Agreement”), among the Company, Parent, and Acquisition Sub, the adoption of which was approved by the Company’s stockholders at a special meeting held on June 29, 2010. On June 29, 2010, the Company issued a press release announcing stockholder approval of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On July 1, 2010, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

o On ~~Pre-commencement~~July 1, ~~communications~~2010, the Company notified the Nasdaq Stock Market (“Nasdaq”) of the consummation of the Merger and that, pursuant to ~~Rule~~the ~~13e-4~~Merger Agreement, each outstanding share of common stock, par value $.0025 per share, of the Company (c“Common Stock”) (other than dissenting shares with respect to which appraisal rights have been properly exercised and perfected under Delaware law, and shares of Common Stock held by the ~~Exchange~~Company, ~~Act~~Parent ~~(17~~or ~~CFR~~Acquisition ~~240.13e-4(c~~Sub or any subsidiary of the Company, Parent or Acquisition Sub)) was converted into the right to receive $8.00 in cash without interest. On July 1, 2010, at the Company’s request, Nasdaq filed with the SEC a notification of removal from listing on Form 25 regarding the delisting of the shares of Common Stock from Nasdaq.

Item 3.03 Material Modification to Rights of Security Holders.

AsUnder ~~previously announced, on March 8, 2010, infoGROUP Inc., a Delaware corporation (~~the ~~“Company”~~ orterms ~~“InfoGroup”), entered into an Agreement and Plan~~ of ~~Merger (~~the “Merger Agreement~~”) with Omaha Holdco Inc.~~, aeach ~~Delaware~~outstanding ~~corporation~~share ~~(“Parent”),~~of ~~and~~Common ~~Omaha~~Stock ~~Acquisition Inc., a Delaware corporation~~ (~~“Acquisition~~other ~~Sub”), providing for the merger, upon approval of the Company’s~~than ~~stockholders,~~dissenting ofshares ~~Acquisition Sub~~ with ~~and~~respect ~~into~~to ~~the~~which ~~Company~~appraisal ~~(the~~rights ~~“Merger”),~~have ~~with~~been ~~the~~properly ~~Company surviving~~exercised ~~the Merger as a wholly owned subsidiary of Parent. Parent~~ and ~~Acquisition Sub are~~perfected ~~affiliates~~under ofDelaware ~~CCMP Capital Advisors~~law, ~~LLC. On June 29, 2010, infoGROUP Inc.~~ and ~~Wells~~shares ~~Fargo~~of ~~Bank, N.A.,~~Common ~~(the “Rights Agent”) entered into Amendment No. 1 (the “Amendment”) to the Preferred~~ Stock ~~Rights~~ ~~Agreement~~held ~~between~~by the Company ~~and the Rights Agent~~, ~~dated~~Parent asor ofAcquisition ~~May 4,~~Sub ~~2009 (the “Rights~~or ~~Agreement”).~~any ~~The~~subsidiary ~~Amendment~~of ~~provides that immediately prior to~~ the ~~Effective Time~~Company, ~~but~~Parent ~~only~~or ifAcquisition ~~the Effective~~Sub) ~~Time shall occur, the Rights Agreement, as amended, shall terminate, the Rights shall be canceled and extinguished, and no Person who at any time~~ was ~~the~~converted ~~holder~~into ~~of any of~~ the ~~Rights shall be entitled to any benefits thereunder, including without limitation, the~~ right to ~~purchase or~~receive ~~otherwise acquire Preferred Shares or any other securities of the Company or of any other Person or Principal Party~~$8.00 ~~The termination of the Rights Agreement and the cancelation and extinguishment of the Rights are being effected~~ in ~~satisfaction~~cash, ofwithout ~~one~~interest ~~of the conditions to Parent’s~~ and ~~Acquisition Sub’s~~less ~~obligations~~any toapplicable ~~consummate~~withholding ~~the Merger~~taxes.

~~The~~At ~~foregoing~~the ~~description~~effective time of the ~~Amendment~~Merger, ~~does~~each ~~not~~holder ~~purport~~of toa becertificate ~~complete~~representing ~~and~~any isshares ~~qualified in~~of ~~its~~Common ~~entirety~~Stock by(other ~~reference~~than toshares ~~the~~for ~~Amendment,~~ which isappraisal ~~included~~rights ashave ~~Exhibit 4.1~~been toproperly ~~this~~demanded ~~Current Report~~and onperfected) ~~Form~~ceased ~~8-K~~to ~~and~~have ~~incorporated~~any ~~herein~~rights bywith ~~reference.~~respect ~~Capitalized~~to ~~terms~~the ~~used~~shares, ~~without~~except ~~definition~~for ~~herein shall have~~ the ~~meanings~~right ~~ascribed~~ to ~~them in~~ receive the ~~Rights~~merger ~~Agreement, as amended~~consideration.

~~Note~~ At onthe ~~Forward-Looking~~effective ~~Statements~~time of the Merger, (i) all outstanding options to acquire Common Stock became fully vested and (ii) all such options not exercised prior to the Merger were cancelled and converted into the right to receive a cash payment equal to the number of shares of Common Stock underlying the options multiplied by the amount (if any) by which $8.00 exceeds the exercise price, without interest and less any applicable withholding taxes.

~~This~~ At ~~Current~~the ~~Report~~effective ontime ~~Form~~of ~~8-K~~the ~~contains certain forward-looking statements~~Merger, ~~including~~each ~~but~~right ~~not limited~~of toany kind, ~~statements~~contingent ~~regarding~~or ~~the~~accrued, ~~expected~~to ~~termination~~receive shares of ~~the~~Common ~~Rights~~Stock ~~Agreement,~~or asbenefits ~~amended, immediately~~measured ~~prior~~in towhole ~~the~~or ~~Effective~~in ~~Date~~part ofby the ~~proposed~~value ~~merger.~~of ~~These~~a ~~forward-looking~~number ~~statements~~of shares ~~involve~~of ~~certain~~Common ~~risks~~Stock ~~and~~granted ~~uncertainties~~under ~~that~~the ~~could~~Company ~~cause~~stock ~~actual~~plans ~~results~~or toemployee ~~differ~~plans ~~materially~~(including ~~from~~performance ~~those~~shares, ~~indicated~~restricted instock, ~~such~~restricted ~~forward-looking~~stock ~~statements~~units, ~~including~~phantom units, ~~but~~deferred ~~not~~stock ~~limited~~units toand dividend equivalents, ~~the~~but ~~ability~~not ~~of the~~including ~~parties~~any to401(k) ~~consummate~~plan of the ~~proposed merger~~Company), ~~satisfaction~~other ofthan ~~closing~~Company ~~conditions~~options ~~precedent~~(each ~~to the~~a ~~consummation~~“Company ofStock-Based ~~the proposed merger~~Award”), ~~and~~(i) became ~~such~~fully ~~other~~vested ~~risks~~and astransferable, ~~identified~~and in(ii) each ~~infoGROUP’s~~such ~~Annual~~Company ~~Report on Form 10~~Stock-KBased ~~for~~Award ~~the~~that ~~fiscal~~remained ~~year~~outstanding ~~ended~~immediately ~~December 31,~~prior ~~2009,~~to asthe ~~filed~~consummation ~~with~~of the ~~SEC~~Merger ~~on February~~was ~~26,~~cancelled ~~2010,~~and ~~which~~converted ~~contains~~into ~~and~~the ~~identifies~~right ~~important~~to ~~factors~~receive ~~that~~a ~~could~~cash ~~cause~~payment equal to the ~~actual~~aggregate ~~results~~number toof ~~differ~~shares ~~materially~~or ~~from~~fractional ~~those~~shares ~~contained~~of inCommon ~~the~~Stock ~~forward-looking~~represented ~~statements.~~by ~~infoGROUP~~such ~~assumes~~Company noStock-Based Award ~~obligation~~multiplied toby ~~update~~$8.00, ~~any~~without ~~forward-looking~~interest ~~statement~~and ~~contained~~less inany ~~this~~applicable ~~Current~~withholding ~~Report~~taxes.

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2010 and is incorporated by reference.

Item 5.01 Changes in Control of Registrant.

As a result of the Merger, Acquisition Sub merged with and into the Company, with the Company continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Parent. Accordingly, a change of control of the Company occurred pursuant to the Merger. Funding for the Merger Consideration was obtained by Acquisition Sub pursuant to bank borrowings and cash resources of Parent and the Company. The disclosure under Items 3.01, 3.03 and 5.02 hereof are hereby incorporated by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, upon consummation of the Merger, the directors of Acquisition Sub immediately prior to the consummation of the Merger became the directors of the Company. Roger Siboni, Bill Fairfield, George Krauss, Gary Morin, Bernard Reznicek, Lee Roberts, John Staples III, Thomas L. Thomas and Clifton Weatherford resigned as directors effective as of the Merger. In connection with the Merger, Steve Cone, Clare Hart, Jarvis Hollingsworth, Mike Iaccarino, Steve Murray, Bob Myers, Kevin O’Brien, John Warner, and Rich Zannino became directors of the Company.

Effective with the Merger, Clare Hart became President and Chief Executive Officer. Richard Hanks became Executive Vice President, Chief Financial Officer. The executives replace Bill Fairfield, the Company’s former Chief Executive Officer, and Thomas Oberdorf, the Company’s former Chief Financial Officer.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On July 1, 2010, in connection with the Merger and pursuant to the terms of the Merger Agreement, the certificate of incorporation and the by-laws of the Company were amended in their entirety to be substantially identical to the certificate of incorporation and by-laws of Acquisition Sub in effect as of the effective time of the Merger, but with the name of the surviving corporation remaining “Infogroup Inc.” and with the provisions relating to the indemnification, exculpation and advancement of expenses of the Company’s officers and directors being consistent with those contained in the Company’s certificate of incorporation and by-laws immediately prior to the consummation of the Merger.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the special meeting of Company stockholders on June 29, 2010, the stockholders voted on and approved the following:


	For		Against		Abstain		Broker Non-Votes
Approval of the Merger Agreement		33,174,469		19,007,176		10,125		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:


Exhibit No.		Description

	2.1	Agreement and Plan of Merger, dated as of March 8, 2010, among infoGROUP Inc., Omaha Holco Inc. and Omaha Acquisition Inc. (incorporated by reference to Exhibit 2.1 of infoGROUP Inc.’s Current Report on Form 8-K filed March 8, 2010).

	99.1	Press Release dated June 29, 2010

	99.2	Press Release dated July 1, 2010.

Exhibit
Number		Description
4.1		Amendment No.1 to Rights Agreement, dated as of June 29, 2010, by and between infoGROUP Inc. and Wells Fargo Bank, N.A.

SIGNATURES

~~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.

~~Pursuant~~Date: ~~to the requirements of the Securities Exchange Act of 1934~~July 6, ~~the registrant has~~2010 ~~duly caused this report to be signed on its behalf by the undersigned.~~

infoGROUP Inc. By: /s/ ~~Thomas~~Winston J.King ~~McCusker~~ Name: ~~Thomas~~Winston J.King ~~McCusker~~ Title: ~~Executive~~Senior Vice President ~~for Business Conduct~~, General Counsel ~~and Secretary~~

Date: June 30, 2010

EXHIBIT INDEX

Exhibit
Exhibit No.			Description
Number		Description
	2.1		Agreement and Plan of Merger, dated as of March 8, 2010, among infoGROUP Inc., Omaha Holco Inc. and Omaha Acquisition Inc. (incorporated by reference to Exhibit 2.1 of infoGROUP Inc.’s Current Report on Form 8-K filed March 8, 2010).
4.1		Amendment No.1 to Rights Agreement, dated as of June 29, 2010, by and between infoGROUP Inc. and Wells Fargo Bank, N.A.
	99.1		Press Release dated June 29, 2010
	99.2		Press Release dated July 1, 2010.

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