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
April 8, 2004
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Date of Report
(Date of earliest event reported)
MEMBERWORKS INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21527 06-1276882
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
680 Washington Blvd
Stamford, Connecticut 06901
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(Address of principal executive offices,
including zip code)
(203) 324-7635
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(Registrant's telephone number,
including area code)
MEMBERWORKS INCORPORATED
Item 5. Other Events.
On April 8, 2004, MemberWorks Incorporated issued a press release announcing the
pricing of its offering of $150.0 million in aggregate principal amount of 9.25%
senior notes due 2014 sold at 98.418%. A copy of the press release is attached
as exhibit 99.1 to this form 8-K.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
Exhibits
(c) 99.1 Press release dated April 8, 2004
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.
MEMBERWORKS INCORPORATED
(Registrant)
Date: April 8, 2004 By: /s/ Gary A. Johnson
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Gary A. Johnson, President and
Chief Executive Officer