UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION 13~~report ~~OR 15~~(dDate of earliest event reported) OFJanuary 16, ~~THE~~2013

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 8, 2013

LODGENET INTERACTIVE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		0-22334		46-0371161
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3900 West Innovation Street, Sioux Falls, SD		57107
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (605) 988-1000

n/a

(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 communication 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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~First~~LodgeNet ~~Amendment~~Interactive Corporation (the “Company”) announced yesterday that Richard L. Battista, the Company’s President and Chief Executive Officer and a member of its Board of Directors, has resigned from all positions with the Company effective January 16, 2013. Mr. Battista’s departure from the Company is not the result of any disagreement with the Company on any matter relating to ~~Rights~~the Company’s operations, policies or practices. Pursuant to the terms of a resignation letter agreement, on the date of his resignation the Company will pay Mr. Battista a lump sum in the amount of approximately $1.39 million, which amount includes all accrued and unpaid salary, accrued and unused vacation, and accrued bonus, plus twelve months of base salary, minimum guaranteed bonus, and COBRA premiums, less applicable withholding taxes. Mr. Battista will also be entitled to the continued exclusive use of his existing office and parking space in Los Angeles, California, through March 31, 2013. No other payments are owed to Mr. Battista, including under his Employment Agreement or Key Employee Bonus letter agreement, the relevant provisions of which were terminated in connection with his resignation.

~~Pursuant~~The toCompany ~~the~~also ~~Rights~~announced ~~Agreement~~that ~~dated~~Frank asP. ofElsenbast, ~~February 28~~47, ~~2008 (~~the ~~“Rights~~Company’s ~~Agreement”)~~Senior ~~between~~Vice ~~LodgeNet~~President ~~Interactive~~and ~~Corporation~~Chief ~~(the~~Financial ~~“Company”)~~Officer, and ~~Computershare~~James ~~Investor~~G. ~~Services~~Naro, ~~LLC~~59, asthe ~~rights~~Company’s ~~agent,~~Senior ~~one~~Vice ~~Right~~President, (aLegal ~~“Right”)~~and isHuman ~~issued~~Resources, and ~~attached~~General Counsel, have been appointed to ~~each~~concurrently ~~outstanding~~serve ~~share~~as interim Co-Chief Executive Officers of the ~~common stock~~Company, ~~par~~effective ~~value~~upon $0the date of Mr.01 Battista’s ~~per~~resignation, ~~share~~in (addition to the ~~“Common~~other ~~Stock”)~~positions currently held by each of them. Mr. Elsenbast has served as the Company.’s ~~The~~Chief ~~Rights~~Financial ~~constitute~~Officer asince ~~separate~~April 2010. Prior ~~class~~to ofjoining ~~securities~~the ~~registered~~Company, ~~under~~Mr. Elsenbast ~~the~~served ~~Securities~~as ~~Act~~Chief Financial Officer of ~~1933~~ValueVision Media, Inc., asd/b/a ~~amended~~ShopNBC, ~~and~~a ~~entitle~~multichannel ~~the~~electronic ~~holder~~retailer, offrom 2000 to 2010. Mr. Naro has served as the ~~Right~~Company’s Senior Vice President, inLegal ~~certain~~and ~~circumstances~~Human Resources, and General Counsel since August 2008. Prior to ~~purchase~~that ~~from~~time, ~~the~~he ~~Company~~served ~~one~~as ~~one-thousandth~~Senior ofVice aPresident, ~~share~~General ofCounsel ~~Series~~since June A2006. There ~~Participating~~are ~~Preferred~~no ~~Stock,~~transactions ~~par~~in ~~value~~which $0Mr.01 Elsenbast ~~per~~or ~~share~~Mr. Naro has an interest requiring disclosure under Item 404(~~the~~a) of ~~“Series~~Regulation S-K. Mr. AElsenbast ~~Preferred~~and ~~Stock”)~~Mr. Naro ~~or,~~will continue to receive compensation in ~~certain~~the ~~circumstances~~amounts previously disclosed in the Company’s filings, toincluding ~~receive~~the ~~shares~~Company’s Proxy Statement filed on April 18, 2012. In recognition of ~~Common~~their ~~Stock~~increased induties, ~~lieu~~however, each of ~~exercising~~them will be entitled to receive an additional $25,000 payment pursuant to, and upon the ~~Rights~~terms ~~for~~and conditions of, the ~~purchase~~Company’s Key Employee Incentive Plan. The Company expects to appoint a new Chief Executive Officer upon the closing of ~~Series A~~its ~~Preferred~~previously ~~Stock~~announced recapitalization.

The ~~Company~~foregoing isdescription aof ~~party to an Investment Agreement dated December 30, 2012 (~~the ~~“Investment~~resignation ~~Agreement”)~~letter agreement with ~~Colony Capital, LLC and its affiliate, Col-L Acquisition, LLC (“Colony”), PAR Investment Partners, L~~Mr.P. ~~(“PAR”),~~Battista ~~and~~is ~~certain~~qualified ~~other~~in ~~investors~~its ~~(collectively,~~entirety ~~with~~by ~~Colony and PAR,~~ the ~~“Investors”),~~text ~~pursuant to which the Investors will invest $60 million~~ of ~~new~~such ~~capital in the Company~~agreement, ~~with an option to invest up to an additional $30 million to support~~ a ~~proposed~~copy ~~recapitalization~~ of ~~the~~which ~~Company. The~~is ~~terms~~attached ofas ~~the~~Exhibit ~~Investment~~10.1 ~~Agreement~~to ~~are~~this ~~more fully described in the Company’s Current Report on~~ Form 8-K ~~filed with the Securities~~ and ~~Exchange~~is ~~Commission~~incorporated onherein ~~December 31,~~by ~~2012~~reference.

~~In connection with the Investment Agreement, on January 7, 2013, the Company and the Computershare Trust Company, N.~~A., ascopy ~~successor~~of ~~in interest to Computershare Investor Services, LLC, as rights agent, amended~~ the ~~Rights~~press ~~Agreement~~release byregarding ~~entering~~these ~~into~~changes ~~that certain First Amendment~~ to ~~Rights Agreement (~~the ~~“Amendment”). The~~Company’s ~~Amendment~~board ~~excludes the Investors, their Affiliates (as defined in the Investment Agreement),~~ and ~~each~~management ~~Purchaser Designee (as defined in the Investment Agreement) which signs a joinder agreement to the Investment Agreement from the definition of “Acquiring Person” as that term~~ is ~~defined~~attached inhereto ~~the Rights Agreement, solely~~ as a result of transactions contemplated by Investment Agreement, so that the entry by the Investors into the Investment Agreement and the consummation of the transactions contemplated by the Investment Agreement does not and will not trigger the SeriesExhibit ~~A Preferred Stock purchase rights or the right to receive Common Stock in lieu of exercising the Series A Preferred Stock purchase rights under the Rights Agreement~~99.1.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is included as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

Please see the disclosure set forth under Item 1.01 regarding the Amendment to the Company’s Rights Plan, which is incorporated by reference into this Item 3.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1 First Amendment to Rights Agreement, dated January 7, 2013, between LodgeNet Interactive Corporation and Computershare Trust Company, N.A., as successor in interest to Computershare Investor Services, LLC, as rights agent.

10.1	Resignation Letter Agreement, dated January 15, 2013

99.1	Press Release, dated January 16, 2013

~~SIGNATURE~~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.

Date: January 8, 2013	By	/s/ James G. Naro
		LODGENET INTERACTIVE CORPORATION
		James G. Naro
Date: January 17, 2013		By	/s/ James G. Naro
	Its	Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
			James G. Naro
		Its	Co-Chief Executive Officer
			Senior Vice President, General Counsel,
			Secretary and Chief Compliance Officer

Filing Compare · LODGENET INTERACTIVE CORP