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): May 12, 2008

 

 

REWARDS NETWORK INC.

(Exact Name of Registrant Specified in its Charter)

 

 

 

Delaware   1-13806   84-6028875

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

Two North Riverside Plaza, Suite 950

Chicago, Illinois

  60606
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (312) 521-6767

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 obligation of the registrant under any of the following provisions:

 

¨ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

On May 12, 2008, Rewards Network Inc. issued a press release announcing that its Board of Directors has approved the listing of its common stock on the NASDAQ Capital Market, such listing to be effective on or about May 26, 2008. In connection with its listing on the NASDAQ Capital Market, the Corporation is voluntarily withdrawing its listing on the American Stock Exchange. A copy of the May 12, 2008 press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(c) Exhibits.

 

Exhibit No.

 

Description of Exhibit

99.1

  Press release, dated May 12, 2008, issued by Rewards Network Inc.

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.

 

REWARDS NETWORK INC.
By:  

/s/ Roya Behnia

  Roya Behnia
  Senior Vice President, General Counsel and Secretary

Dated: May 12, 2008

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

99.1

  Press release, dated May 12, 2008, issued by Rewards Network Inc.
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