UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 59, ~~2012~~2013

GeoEye, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33015	20-2759725
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2325 Dulles Corner ~~Boulevard~~Blvd., 10th Floor

Herndon, Virginia 20171

(Address of principal executive offices)

Registrant’s telephone number, including area code (703) 480-7500

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):

¨x 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 18.0201 ~~Termination~~Other ~~of a Material Definitive Agreement~~Events.

On ~~December~~January 59, ~~2012~~2013, GeoEye, ~~Imagery Collection Systems~~ Inc., a ~~wholly~~Delaware ~~owned~~corporation ~~subsidiary~~(“GeoEye”) issued a press release announcing that: (a) GeoEye obtained antitrust clearance from the U.S. Department of Justice in connection with GeoEye’s pending combination with DigitalGlobe, Inc. (“~~Company~~DigitalGlobe”) pursuant to the previously announced Agreement and Plan of Merger, ~~received~~dated ~~notice~~as ~~from~~of ~~the~~July ~~National~~22, ~~Geospatial-Intelligence~~2012, ~~Agency~~as amended, by and among GeoEye, DigitalGlobe, 20/20 Acquisition, Inc. and WorldView, LLC and (~~“NGA”~~b) ~~that~~all stockholder election forms with respect to the consideration to be received in the merger by GeoEye stockholders must be received by the exchange agent no later than 5:00 p.m., ~~effective~~New ~~immediately~~York city time, ~~the~~on ~~NGA~~January ~~was~~29, ~~terminating~~2013. The merger is expected to close by January 31, 2013. A copy of the ~~Other~~press ~~Transaction~~release ~~For~~is ~~Prototype~~attached ~~Project~~hereto ~~Agreement~~as ~~HM0210-10-9-0001~~Exhibit ~~(“OTFPP~~99.1 ~~Cost~~and ~~Share~~incorporated ~~Agreement”)~~herein ~~for~~by ~~convenience~~reference.

~~The~~Special ~~NGA~~Note ~~had~~Regarding ~~previously notified the Company on June 22, 2012, that it had elected not to obligate additional funding under the OTFPP Cost Share Agreement for the development and launch of GeoEye~~Forward-Looking ~~2, scheduled for launch in the first half of 2013.~~ Statements

AtThis ~~that~~document ~~time,~~includes forward-looking statements within the ~~NGA~~meaning ~~proposed~~of ~~new~~the ~~payment~~Private ~~milestones~~Securities ~~tied~~Litigation toReform Act of 1995. Without limitation, the ~~remaining~~words ~~$70~~"anticipates," ~~million~~"believes," ~~that~~"estimates," ~~had~~"expects," ~~already~~"intends," ~~been~~"plans," ~~obligated~~"will" ~~under~~and ~~the~~similar ~~OTFPP~~expressions ~~Cost~~are ~~Share~~intended ~~Agreement~~to identify forward-looking statements. All statements that address operating performance, events or developments that GeoEye ~~and~~expects ~~the~~or ~~NGA~~anticipates ~~then~~will ~~entered~~occur ~~into~~in ~~negotiations~~the ~~for~~future, anincluding ~~amendment~~statements relating to ~~the~~growth, ~~OTFPP~~expected ~~Cost~~levels ~~Share~~of ~~Agreement.~~expenditures ~~The~~and ~~NGA~~statements ~~proposed~~expressing ~~three~~general ~~new~~optimism ~~milestones~~about ~~that~~future ~~would~~operating ~~occur~~results, ~~before~~are ~~the~~forward-looking ~~launch~~statements. Similarly, ofstatements that describe GeoEye’s business strategy, outlook, objectives, plans, intentions or goals also are forward-2looking statements. All Tosuch ~~reflect~~forward-looking ~~the~~statements ~~significant~~and ~~cuts~~those presented elsewhere by GeoEye’s management from time to ~~the~~time ~~amount~~are ofsubject ~~the~~to ~~cost~~certain ~~share,~~risks ~~the~~and ~~Company~~uncertainties ~~proposed~~that ~~changes~~could cause actual results to ~~the~~differ ~~rights~~materially from those in forward-looking statements. These risks and uncertainties include, but are not limited to, those described in "Risk Factors" included in GeoEye’s Annual Report on Form 10-2K for the year ended December 31, 2011, which ~~would accrue~~GeoEye tofiled with the ~~NGA. The~~Securities ~~parties~~and ~~were~~Exchange ~~unable~~Commission to("SEC") ~~agree~~ on ~~mutually~~March ~~acceptable~~13, ~~terms~~2012, toas ~~amend~~updated in GeoEye Quarterly Reports on Form 10-Q for the ~~agreement~~periods ended March 31, ~~and~~2012, asJune a30, ~~result~~2012, and September 30, 2012, which GeoEye filed with the ~~NGA~~SEC ~~opted~~on toMay ~~terminate~~4, 2012, August 7, 2012, and November 6, 2012, respectively. Copies of all SEC filings may be obtained from the ~~agreement~~SEC's ~~for~~EDGAR ~~convenience~~Web site, http://www.sec.gov/ or by contacting: William L. Warren, Executive Vice President, General Counsel and Corporate Secretary, at 703-480-5672.

The foregoing description of the letter dated December 5, 2012 is qualified in its entirety by reference to the full text of the letter, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “may,” “will,” “intends,” “estimates,” “expects,” “should,” and similar expressions are intended to identify forward-looking statements. Actual results may differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to the risks and uncertainties associated with the Company’s business described in its filings with the Securities and Exchange Commission. All information is as of the date of this filing and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in expectations.

Item 9.01

Financial Statements and Exhibits.

(d) ~~Exhibits~~The following exhibit is furnished with this report:

Exhibit No.		Document Description
10.1		Letter dated December 5, 2012 from the National Geospatial-Intelligence Agency.

Exhibit 99.1

GeoEye, Inc. Press Release dated January 9, 2013.

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.

Dated: December 7, 2012	GEOEYE, INC.
Dated: January 9, 2013	GEOEYE, INC.
	By:	/s/ William L. Warren
		Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.		~~Document~~ Description
10.1		Letter dated December 5, 2012 from the National Geospatial-Intelligence Agency.
99.1		GeoEye, Inc. Press Release dated January 9, 2013.

Filing Compare · GeoEye, Inc.