Travelzoo Inc. Form 8-K

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):     August  15, 2002


Travelzoo Inc.
(Exact Name of Registrant as Specified in Charter)


Delaware
  333-55026
  36-4415727
(State or Other
Jurisdiction of
Incorporation)


  (Commission
File Number)


  (I.R.S Employer
Identification No.)



800 West El Camino Real, Suite 180
Mountain View, California

  94040
 
(Address of Principal Executive Offices)   (Zip Code)  


Registrant's telephone number, including area code:

(650) 943-2400

Item 5.        Other Events.

        The Company announced the completion of the merger with Travelzoo.com Corporation. See the news release filed as an exhibit.


Item 7.        Financial Statements and Exhibits.

          (c)        Exhibits

  99.1 Press Release dated August 15, 2002, relating to the merger of Travelzoo.com Corporation with and into Travelzoo Inc.

SIGNATURE

        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.


 


TRAVELZOO INC.
(Registrant)



Date:  August 19, 2002 By: /s/  Ralph Bartel
    Ralph Bartel
Chairman of the Board and Chief Executive
Officer
Travelzoo Inc. Form 8K Exhibit 99.1

Exhibit 99.1

Press Release

SOURCE:   Travelzoo Inc.

Travelzoo Completes Merger Into New Delaware Corporation

MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--Aug. 15, 2002--Travelzoo Inc., an Internet media company that publishes the Travelzoo® website (http://www.travelzoo.com) and the Travelzoo Top 20(TM) e-mail newsletter, today announced that the merger of Travelzoo.com Corporation with and into a newly formed Delaware corporation, Travelzoo Inc., has been completed.

Each share of Travelzoo.com Corporation has been converted into the right to receive one share of common stock of Travelzoo Inc. as described in the prospectus and proxy statement dated February 14, 2002.

The merger was approved by the stockholders of both companies on March 15, 2002.

Travelzoo Inc. is the exchange agent. Stockholders of Travelzoo.com Corporation who do not otherwise receive notification of completion of the merger are asked to visit http://www.travelzoo.com/delaware for information on how to receive their shares in Travelzoo Inc.

About Travelzoo

Travelzoo Inc. publishes the Travelzoo® website and the Travelzoo Top 20(TM) e-mail newsletter, which inform Internet users about sales, specials, and promotions from 180+ travel companies. Travelzoo reaches 4.2 million users per month (Media Metrix, 5/2002). Advertisers include Alamo Rent-a-Car, American Airlines, America West Vacations, Budget Rent A Car, Delta Air Lines, Expedia.com, France Vacations, JetBlue Airways, Marriott, Park Place Entertainment, Starwood, Pleasant Holidays, Travelocity.com and Wyndham Hotels & Resorts.

Certain statements contained in this press release that are not historical facts may be forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward looking statements may include, but are not limited to, statements about our plans, objectives, expectations, prospects and intentions, markets in which we participate and other statements contained in this press release that are not historical facts. When used in this press release, the words “expect,” “predict,” “project,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “seek” and similar expressions are generally intended to identify forward looking statements. Because these forward looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward looking statements, including changes in our plans, objectives, expectations, prospects and intentions and other factors discussed in our filings with the SEC. We cannot guarantee any future levels of activity, performance or achievements. Travelzoo undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.


Contact:

  Travelzoo Inc.
Dana Carmel, 650/943-2425 (Media)
dcarmel@travelzoo.com