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 18, 2005
Dex Media, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32249
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14-1855759 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 198 Inverness Drive West, Englewood, Colorado
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80112 |
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(Zip Code) |
(303) 784-2900
(Registrant’s telephone number, including area code)
Not Applicable
(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):
þ 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 8.01. Other Events.
On November 18, 2005, Dex Media, Inc., a Delaware corporation (the “Company”), and R.H.
Donnelley Corporation, a Delaware corporation (“RHD”), issued a joint press release announcing that
the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 have expired
with respect to the merger of RHD and the Company, and that, accordingly, no further antitrust
approvals are needed to consummate the transaction. A copy of such joint press release is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Press release dated November 18, 2005 entitled “R.H. Donnelley
and Dex Media Announce Expiration of Antitrust Waiting Periods.” |
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