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): April 1525, 2013

AUTOINFO, INC.

(Exact name of Registrant as specified in its charter)

Delaware		001-11497		13-2867481
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6413 Congress Ave – Suite 260

Boca Raton

33487

(Address Of Principal Executive Office)

(Zip Code)

Registrant's telephone number, including area code (561) 988-9456

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:

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))

~~x Soliciting~~Item ~~material~~2.01. ~~pursuant~~Completion toof ~~Rule~~Acquisition ~~14a-12~~or ~~under~~Disposition ~~the~~of ~~Exchange Act (17 CFR 240~~Assets.~~14a-12)~~

oOn April 25, 2013, following ~~Pre-commencement~~approval ~~communications~~by ~~pursuant~~the tostockholders ~~Rule~~of ~~14d-2~~AutoInfo, Inc. (b“AutoInfo” or the “Company”), ~~under~~at a special meeting of the ~~Exchange~~stockholders ~~Act~~of the Company held on April 25, 2013 at 9:00 a.m. Eastern Time (17the “Special ~~CFR~~Meeting”), ~~240~~of the Agreement and Plan of Merger, dated as of February 28, 2013 (the “Merger Agreement”), by and among the Company, AutoInfo Holdings, LLC (“Parent”) and AutoInfo Acquisition Corp.~~14d-2~~, a wholly owned subsidiary of Parent (b“Merger Sub”), and the transactions contemplated thereunder, including the merger of Merger Sub with and into the Company, with the separate corporate existence of Merger Sub thereupon ceasing, and the Company continuing as the surviving corporation, as contemplated by the Merger Agreement (the “Merger”), the Merger was completed. The aggregate purchase price paid for all of the equity securities of the Company, net of certain assumed liabilities, was approximately $56,000,000, which purchase price was funded by Parent from cash on hand and committed availability under its credit facility.

~~o Pre-commencement~~Item ~~communications~~3.03. ~~pursuant~~Material Modifications to ~~Rule~~Rights ~~13e-4(c)~~of ~~under~~Security ~~the Exchange Act (17 CFR 240~~Holders.~~13e-4(c))~~

~~Item~~Pursuant 8to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of AutoInfo Common Stock (except for certain shares held by AutoInfo, Parent or Merger Sub and shares held by stockholders who have properly exercised appraisal rights) was converted into the right to receive $1.0105 in cash, without interest (the “per share Merger consideration”), less any applicable withholding taxes. ~~Other~~At ~~Events~~the Effective Time, each outstanding option became fully vested and was converted into the right to receive cash equal to the excess of the per share Merger consideration of $1.05 over the per share exercise price under such option, less any applicable withholding taxes.

AItem purported class action on behalf of the Company’s stockholders was filed on April 12, 2013 in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida, Case No: 50 2013 CA 006332, captioned Dennis H5. ~~Diesterhaupt, Individually and on behalf of all other similarly situated, as Plaintiff, v~~01. ~~Harry~~Changes M.in ~~Wachtel,~~Control Peter C. Einselen, Mark K. Patterson, Mark Weiss, Thomas C. Robertson, AutoInfo, Inc., AutoInfo Holdings, LLC, AutoInfo Acquisition Corp., Comvest Investment Partners IV, L.P., Comvest Investment Partners Holdings, LLC and Comvest Partners, Defendants (the “Action”). The Company has not received service of ~~process in the Action~~Registrant.

~~The~~As ~~Action~~a ~~relates~~result ~~to the Agreement and Plan~~ of ~~Merger (~~the ~~“Merger~~ ~~Agreement”)~~Merger, ~~dated as of February 28, 2013, by and among AutoInfo, Inc. (~~the “Company~~”),~~ ~~AutoInfo~~became ~~Holdings, LLC.,~~ a ~~Delaware~~direct ~~limited liability company (“Parent”), and AutoInfo Acquisition Corp., a Delaware corporation and~~ wholly owned subsidiary of Parent ~~(“Merger~~resulting ~~Sub”),~~in ~~pursuant~~a tochange ~~which~~of ~~Merger~~control ~~Sub~~of ~~shall~~the beCompany. ~~merged~~To ~~with~~the ~~and~~Company’s ~~into~~knowledge, ~~the~~there ~~Company~~are no arrangements, ~~and~~including ~~the~~any ~~separate~~pledge ~~corporate~~by ~~existence~~any person of ~~Merger~~securities ~~Sub~~of ~~shall~~the ~~thereupon~~Company ~~cease~~or Parent, ~~and~~ the ~~Company~~operation ~~shall~~of ~~continue~~which asmay ~~the~~at ~~surviving~~a ~~corporation~~subsequent ~~and~~date aresult ~~wholly~~in ~~owned~~a ~~subsidiary~~further change of ~~Parent~~control (of the ~~“Proposed Merger Transaction”)~~Company.

The ~~Action~~information ~~alleges~~set ~~that~~forth ~~the~~in ~~Directors~~Items ~~of the Company (the “Directors”) breached their fiduciary duties owed to the stockholders of the Company~~2. ~~It further alleges that Comvest Partners~~01, ~~Comvest Investment~~ ~~Partners Holdings, LLC, Comvest Investment Partners IV, L~~3.~~P.,~~03 ~~AutoInfo Holdings, LLC~~ and ~~AutoInfo Acquisition Corp~~5.02 ~~aided~~of ~~and~~this ~~abetted the~~Current ~~Directors~~Report inon ~~their~~Form ~~breach~~8-K ofis ~~their~~incorporated ~~fiduciary~~by ~~duties~~reference toin ~~the~~this ~~Stockholders of the Company~~Item 5.01.

~~The~~Item ~~Action~~5.02. ~~seeks~~Departure relief: (i) declaring the Action to be a class action and certifying Plaintiff as the Class representative and his counsel as Class counsel; (ii) enjoining, preliminarily and permanently, the Proposed Merger Transaction; (iii) in the event that the Proposed Merger Transaction is consummated prior to the entry of ~~the~~Directors ~~Court’s final judgment, rescinding it~~ or ~~awarding~~Certain ~~Plaintiff and the Class recissory damages~~Officers; ~~(iv)~~Election ~~directing that Defendants account to Plaintiff and the other members~~ of ~~the Class for all damages caused by them and account for all profits and any special benefits obtained as a result of their breach of their fiduciary duties~~Directors; ~~(v)~~Appointment ~~awarding Plaintiff the costs~~ of ~~the Action,~~Certain ~~including reasonable allowance for the fees and expenses of Plaintiff’s attorneys and experts~~Officers; ~~and~~Compensatory ~~(v)~~Arrangements ~~granting Plaintiff and the other members~~ of ~~the~~Certain ~~Class such further relief as the Court deems just and proper~~Officers.

2At the Effective Time, each of the Company’s five directors (Peter C. Einselen, Mark Patterson, Thomas C. Robertson, Harry Wachtel and Mark Weiss) voluntarily resigned as directors of the Company.

~~SIGNATURE~~At the Effective Time, Parent, as the sole stockholder of the Company, elected Harry Wachtel, Michael P. Williams, John Caple, Adam Bentkover and Cecilio M. Rodriguez as the directors of the Company, the surviving corporation of the Merger.

~~Pursuant~~Harry toWachtel, ~~the~~Chief ~~requirements~~Executive ~~of the Securities Exchange Act~~Officer, ofceased ~~1934, the Registrant has duly caused this report~~ to be ~~signed~~an onofficer ~~its~~of ~~behalf~~the byCompany ~~the~~as ~~undersigned~~of ~~thereunto~~the ~~duly~~Effective ~~authorized~~Time.

	AutoInfo, Inc.
Date: April 17, 2013	By:	/s/ William Wunderlich
		Name:	William Wunderlich
		Title:	Chief Financial Officer

3Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. The Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company are attached as Exhibit 3.1 and Exhibit 3.2, respectively.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the stockholders of the Company voted on the following three proposals:

Proposal #1: To consider and vote to approve and adopt the Merger Agreement and the Merger;

Proposal #2: To consider and vote to approve, solely on a non-binding, advisory basis, change of control payments and other compensation that certain executive officers of AutoInfo will receive in connection with the Merger; and

Proposal #3: To consider and vote upon a proposal to adjourn the Special Meeting, if necessary or appropriate, if there are insufficient affirmative votes present at the Special Meeting to approve and adopt the Merger Agreement and the transactions contemplated thereunder, including the Merger.

As of the March 25, 2013 record date for the Special Meeting, there were issued and outstanding 34,343,215 shares of AutoInfo Common Stock entitled to vote at the Special Meeting. A quorum was present at the Special Meeting.

Proposal #1 was approved by AutoInfo’s stockholders. The results of the vote on this proposal were:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
	22,128,797				8,350,773				70,000				125

Proposal #2 was approved by AutoInfo’s stockholders. The results of the vote on this proposal were:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
	21,966,897				8,475,803				106,870				125

Proposal #3 was approved by AutoInfo’s stockholders. The results of the vote on this proposal were:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
	22,151,228				8,344,839				53,628				0

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

The items of business upon which the stockholders of AutoInfo voted at the Special Meeting are more fully described in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) by AutoInfo on April 1, 2013.

Item 9.01. Exhibits

(d) Exhibits

Exhibit Number	Description

2.1	Agreement and Plan of Merger, dated as of February 28, 2013, by and among AutoInfo, Inc., AutoInfo Holdings, LLC and AutoInfo Acquisition Corp. (incorporated by reference to the Company’s Current Report on Fork 8-K filed with the SEC on March 5, 2013).

3.1	Amended and Restated Certificate of Incorporation of the Company.

3.2	Amended and Restated Bylaws of the Company.

* * * * *

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.

	AutoInfo, Inc.

Dated: May 1, 2013	By:	/s/ William I. Wunderlich
		William I. Wunderlich,
		Chief Financial Officer

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