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): November 15, 2004
MemberWorks Incorporated
(Exact name of registrant as specified in its charter)
Delaware 0-21527 06-1276882
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
680 Washington Blvd. Stamford, CT 06091
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (203) 324-7635
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.):
[ ] 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))
Section 5. Corporate Governance and Management.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee
Benefits Plan.
On November 15, 2004, MemberWorks Incorporated (the "Company") launched
a tender offer for up to 500,000 shares of its common stock. In connection with
this tender offer, the Company sent a notice to its directors and executive
officers informing them that a blackout period is expected to begin on December
13, 2004 and end during the week of December 19, 2004.
A copy of the notice is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Exhibit No. Description of Document
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99.1 Notice of Imposition of Blackout Period Pursuant to Section 306
of the Sarbanes-Oxley Act.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MEMBERWORKS INCORPORATED
(Registrant)
By: /s/ GEORGE W. M. THOMAS
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Name: George W. M. Thomas
Title: Senior Vice President,
General Counsel
Date: November 15, 2004