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): October 22, 2007
iMergent, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-32277 87-0591719
(Commission File Number) (IRS Employer Identification No.)
754 East Technology Avenue
Orem, Utah 84097
(Address of Principal Executive Offices) (Zip Code)
(801) 227-0004
(Registrant's Telephone Number, Including Area Code)
N/A
(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:
|_| 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))
Item 8.01. Other Events
On October 22, 2007, the Third Judicial District Court In And For the County of
SALT LAKE, Utah, Civil No. 050905862 provided preliminary approval of a
settlement agreement ("Settlement") between iMergent, Inc. ("Company") and all
derivative litigation filed in various Courts in Utah ("Derivative Litigation").
The Settlement provides for the Company to receive a payment of $3.3 million in
insurance proceeds, which will be used by the Company to fund the settlement of
the class action settlement, discussed in Form 8-K filed by the Company on
September 21, 2007, and pay attorney fees in the Settlement. Of this amount,
$2.8 million is being used to pay the class action settlement and $500,000 is
being used to pay attorney fees to the Derivative Litigation counsel.
The Settlement calls for the Company to adopt certain corporate governance
measures as well as present certain items for a vote of the Company's
shareholders. After final approval of the Settlement and court approval of the
class action settlement, the items that require a vote of the shareholders will
be included in the next scheduled annual proxy statement. Additionally, after
final approval of the Settlement and court approval of the class action
settlement, all corporate governance items not requiring approval of the
Company's shareholders, which have not already been adopted, will be adopted by
the Company.
Pursuant to court order, the NOTICE OF PENDENCY OF SETTLEMENT OF DERIVATIVE
LITIGATION is included herein in its entirety.
TO: ALL HOLDERS OF iMERGENT, INC. COMMON STOCK AS OF OCTOBER 30, 2007 WHO
PLAN TO CONTINUE TO HOLD SUCH STOCK THROUGH DECEMBER 10, 2007.
THIS NOTICE IS GIVEN pursuant to an Order of the Third Judicial District
Court in and for Salt Lake County, State of Utah (the "Court") in the
above-captioned putative derivative action (the "Action"). Plaintiffs brought
claims in the Action and sought to pursue them derivatively on behalf of
iMergent, Inc. ("iMergent" or the "Company").
This Notice is given to advise you that a hearing (the "Settlement
Hearing") will be held for the Action on December 10, 2007 at 9:30 a.m. before
Judge Vernice Trece at the Third Judicial District Court in and for Salt Lake
County, 450 South State, Salt Lake City, Utah 84114, to: (a) determine the
fairness, reasonableness, and adequacy of the terms and conditions of a proposed
stipulated settlement between the parties to the Action and a related action
pending in the USDC for Utah (the "Settlement") and whether the Court should
finally approve the Settlement and enter a Final Judgment and Order of Dismissal
thereon; and (b) rule upon the agreed-to Fee Award for Plaintiffs' Counsel.
Because this is shareholders' derivative action brought for the benefit of
iMergent, no individual iMergent shareholder has the right to receive any
individual compensation as a result of the settlement of this Action.
THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. IT IS
BASED ON THE STATEMENTS OF THE PARTIES AND SHOULD NOT BE UNDERSTOOD AS AN
EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE
CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES OR THE FAIRNESS OR ADEQUACY
OF THE PROPOSED SETTLEMENT.
I. BACKGROUND
The Actions were brought on behalf of iMergent and against the Individual
Defendants for allegedly breaching their fiduciary duties by engaging in
improper business and revenue recognition practices that substantially and
falsely inflated the revenue and net income of the Company, and for allegedly
engaging in sales of iMergent stock based upon their knowledge of material
non-public information regarding the Company, thereby unjustly enriching the
Individual Defendants. The Individual Defendants deny these allegations.
The Actions are two substantially similar derivative actions filed on
behalf of iMergent against the Individual Defendants. On March 29, 2007,
Berlinberg filed a Verified Derivative Complaint on behalf of iMergent in the
Court styled Berlinberg v. Danks, et al., Civil No. 050905862, and Horn filed a
Verified Derivative Complaint on behalf of iMergent in the Court styled Horn v.
Danks, et al., Civil No. 050905863. These actions were subsequently consolidated
as the Consolidated State Action on June 10, 2005. On June 15, 2005,
Chamkoriyski filed a Verified Shareholder Derivative Complaint on behalf of
iMergent in the Court styled Chamkoriyski v. Danks, et al., Civil No. 050401785,
which was consolidated with and into the Consolidated State Action on July 7,
2006.
On April 4, 2005, Giordano filed a Verified Derivative Complaint on behalf
of iMergent in the Federal Court styled Giordano v. Danks, et al., Case No.
2:05-cv-00296, which was subsequently styled as the Consolidated Federal Action,
Case No. 2:05-cv-00279.
On June 24, 2005, plaintiffs Berlinberg and Horn filed a Consolidated
Derivative Complaint in the Consolidated State Action and, on November 17, 2005,
filed an Amended Consolidated Derivative Complaint in the Consolidated State
Action. In addition, on June 12, 2006, Federal Plaintiff filed a Second
Consolidated Verified Complaint in the Consolidated Federal Action. Defendants
have filed motions to dismiss the operative complaints in the Actions, to which
Plaintiffs have filed their respective oppositions. All motions to dismiss are
currently pending as of the Stipulation Date. Plaintiffs in the Actions have
coordinated their litigation efforts since the fall of 2006.
Counsel in the Actions have undertaken substantial efforts to negotiate a
mutually agreeable resolution of the Actions. Beginning on November, 2006, the
Settling parties had numerous discussions regarding a potential resolution of
the Actions. On January 31, 2007, Plaintiffs' Settlement Counsel sent to
Defendants' Counsel the Settlement Demand Letter which demanded, inter alia,
that the Individual Defendants make certain payments to the Company and adopt
certain corporate governance measures. The Settling Parties engaged in numerous
discussions regarding the Settlement Demand Letter and a potential settlement of
the Actions. Although the Settling Parties made substantial progress during
these discussions, they continued to disagree regarding several material
settlement terms. Accordingly, on June 27, 2007, counsel for the parties met in
New York City in order to participate in a mediation with the Hon. Nicholas
Politan (Ret.), a highly experienced mediator, in an attempt to finally resolve
the Actions. As a result of Judge Politan's efforts, the Settling Parties were
able to eventually reach an agreement to settle the Actions on the terms set
forth herein.
II. DISCOVERY, INVESTIGATION, AND RESEARCH BY PLAINTIFF'S COUNSEL
Plaintiffs' Counsel assert that they have conducted an extensive
investigation during the development and prosecution of the Actions. This
discovery and investigation has included, inter alia: (i) exchanging certain
information with Defendants; (ii) participating in numerous face-to-face and
telephonic meetings with Defendants; (iii) participating in formal mediation
with a highly experienced mediator retained to assist resolving the Actions; and
(iv) researching the applicable law with respect to the claims asserted in the
Actions and the potential defenses thereto.
III. THE PARTIES' POSITIONS REGARDING THE DESIRABILITY OF THE PROPOSED
SETTLEMENT
Defendants have denied, asserted numerous defenses to, and continue to deny
each and all of the claims and contentions alleged in the Actions. Defendants
also have denied and continue to deny the allegations that iMergent has suffered
any damages. Each of the Defendants has denied and continues to deny, inter
alia, the allegations concerning any alleged breach of fiduciary duty,
misappropriation and/or waste of corporate assets, unjust enrichment, and any
other alleged act of wrongdoing or omission.
Nonetheless, Defendants have devoted substantial time, energy and resources
to investigate and defend against the claims in the Actions and believe that
further litigation could be protracted and expensive. Defendants also consider
there to be uncertainty and risks inherent in litigation, especially in complex
shareholder litigation like the Actions. As a result, Defendants have determined
that it is desirable and beneficial that the Actions be finally and fully
settled in the manner and upon the terms and conditions set forth in this
Stipulation.
Based on their investigation of the facts and their legal analysis,
Plaintiffs' Counsel believe that the claims asserted in the Actions have merit.
However, the expense and length of continued proceedings necessary to prosecute
the Actions against the Defendants through trial and inevitable appeals presents
substantial risk to the successful resolution of any litigation, especially in
complex shareholder litigation such as the Actions. There also exist inherent
problems of proof concerning, and the possible defenses to, the alleged
violations asserted in the Actions, which present added risk to the successful
litigation of the Actions. Accordingly, the Settlement confers substantial
benefits upon iMergent and Current iMergent shareholders. Based on their
evaluation and their substantial experience in this area of the law, Plaintiffs'
Counsel have determined that the Settlement is in the best interests of iMergent
and Current iMergent Shareholders.
IV. TERMS OF THE SETTLEMENT
In accordance with the terms of the Stipulation, the Board, on behalf
of iMergent, has implemented or has agreed to implement many of the remedial
measures identified in the Settlement Demand Letter, including, inter alia, the
following:
Monetary Payment:
-----------------
A. A payment in the amount of two million eight hundred thousand dollars
($2,800,000) will be made to an interest-bearing escrow account maintained by
the Company by or on behalf of the Individual Defendants within thirty (30) days
of the entry of the Preliminary Approval Order.
Corporate Governance Enhancements:
----------------------------------
B. Board of Directors:
1. iMergent's senior management will recommend the Board nominate up to
two (2), and no less than one (1), new independent directors for
positions on the Board at the Company's next annual shareholder
meeting, which nominees will be voted upon by iMergent's shareholders;
2. The Board's Nominating and Corporate Governance Committee will solicit
nominees for the aforementioned Board nominations from the Company's
non-management shareholders;
3. Prior to the Company's next annual meeting, the Board will establish a
position of Lead Independent Director as set forth herein;
4. Beginning at the Company's next Annual Meeting, the Board shall
require all director nominees to receive the affirmative vote of a
majority of votes cast in order to be elected or reelected, and any
incumbent director who fails to receive the affirmative vote of a
majority of votes cast shall immediately be removed as a director;
5. At the Company's next Annual Meeting, the Board will propose to
iMergent shareholders that they adopt a policy that independent
directors (as defined below) shall serve on the Board for no more than
ten (10) years;
6. The Board, and all Board Committees, shall keep typed meeting minutes
from all regular and special meetings, a draft of which shall be
circulated to all directors no later than seven (7) days following
such meeting, to be retained by the Company for at least five (5)
years; and
7. The Board shall be prohibited from amending or repealing any By-Law
provision approved by shareholders.
C. Director Independence:
To be deemed "independent," a director:
1. Must not have been employed by the Company or its subsidiaries or
affiliates in an executive capacity within the last five calendar
years;
2. Must not have received, during the current calendar year or any of the
three immediately preceding calendar years, remuneration, directly or
indirectly, other than de minimis remuneration, as a result of service
as, or being affiliated with, an entity that serves as (a) an advisor,
consultant, or legal counsel to the company or to a member of the
Company's senior management; (b) a significant supplier of the
Company; or (c) a significant customer of the Company;
3. Does not have any personal service contract(s) with the Company, or
any member of its senior management;
4. Is not an employee or officer with a not-for-profit entity that
receives significant contributions from the Company;
5. During the current calendar year or any of the three immediate
preceding calendar years, has not had any business relationship with
the Company for which the Company has been required to make disclosure
under Regulation S-K of the Securities and Exchange Commission
("SEC"), other than for service as a director or for which
relationship no more than de minimis remuneration was received in any
one such year;
6. Is not employed at a public company at which an executive officer of
the Company serves as a director;
7. Has not had any of the relationships described in paragraphs i-vi
above, with any affiliate of the Company;
8. Is not a member of the immediate family of any person described in
paragraphs 1-4 above;
9. Is not employed as an executive of another entity where any of the
Company's executives serve on that entity's Compensation Committee;
and
10. Does not have beneficial ownership interest of five percent or more in
an entity that has received remuneration, other than de minimis
remuneration, from the Company, its subsidiaries, or affiliates.
In addition to the foregoing, the Board shall retain a corporate governance
expert to assess the independence of the Board's current members. This
assessment shall include recommendations and a report to the full Board.
De minimis remuneration is defined as (a) direct remuneration of $60,000 or
less received from the Company, its subsidiaries, or affiliates during a
calendar year (other than compensation); or (b) indirect remuneration paid to an
entity if such remuneration does not exceed the lesser of $5 million or one
percent of the gross revenues of the entity and did not directly result in an
increase in the compensation received by the director from that entity.
D. Responsibilities of Independent Directors:
1. The independent directors shall meet separately from the CEO in
executive sessions held on at least a quarterly basis.
2. At the inaugural meeting of the independent directors and at the first
quarterly meeting of each year, the independent directors shall elect
a Lead Independent Director, who must be reaffirmed annually by a
majority vote of the independent directors;
3. The Lead Independent Director is responsible for coordinating the
activities of the independent directors and, in addition to the duties
of all Board members (which shall not be limited or diminished by the
Lead Independent Director's role), the specific responsibilities of
the Lead Independent Director shall be as follows:
a. Advise the Chairman of the Board as to an appropriate schedule of
iMergent Board meetings, seeking to ensure that the independent
directors can perform their duties responsibly while not
interfering with the flow of iMergent's operations;
b. Provide the Chairman of the Board with input as to the
preparation of agendas for the Board and Board Committee
meetings;
c. Advise the Chairman of the Board as to the quality, quantity, and
timeliness of the flow of information from iMergent's management
necessary for the independent directors to effectively and
responsibly perform their duties, and although iMergent's
management is responsible for the preparation of materials for
the Board, the Lead Independent Director may specifically request
the inclusion of certain material;
d. Recommend to the Chairman of the Board the retention of
consultants who report directly to the Board;
e. Assist the Board and iMergent's officers in assuring compliance
with and implementation of the Corporate Governance Policies and
be principally responsible for recommending revisions to the
Corporate Governance Policies;
f. Coordinate and develop the agenda for, and moderate executive
sessions of, the independent directors of the Board, and act as
principal liaison between the independent directors and the
Chairman of the Board on sensitive issues;
g. Evaluate, along with members of the Compensation Committee and
the full Board, the CEO's performance and meet with the CEO to
discuss the Board's evaluation; and
h. Recommend to the Chairman of the Board the membership of the
various iMergent Board Committees, as well as selection of the
Committee Chairs.
E. Board Committees:
1. The Board Committees shall have standing authorization, on their own
initiative, to retain legal or other advisors of their choice, who
shall report directly to the Board or Board Committee;
2. The Board's Committees shall meet independently and in separate
session from the Board's regular and/or special meetings at least four
(4) times per fiscal year;
3. The Audit Committee shall enforce a policy that any independent
auditor responsible for auditing iMergent's financial statements shall
not provide any consulting services to iMergent, except for tax
consulting services;
4. The Audit Committee shall have the authority to hire a forensic
accounting/consulting firm once every three (3) fiscal years to
conduct a review (including testing) of the sufficiency of the
Company's internal controls, its internal audit function, and the work
of the Company's outside auditor. This forensic review shall
supplement any audit and/or control testing that the Company, and/or
its outside auditor, conducts in the ordinary course of its/their
responsibilities;
5. The Board will establish a permanent committee of independent
directors that will meet with the Company's General Counsel within
thirty (30) days after the final approval of the settlement of the
Actions, and thereafter at least four (4) times per fiscal year, or
more often as necessary, to discuss the Company's compliance with
applicable federal, state, and local laws, rules, and regulations
applicable to the Company and its subsidiaries, e.g., consumer
protection laws;
6. The Company's General Counsel will prepare a presentation to be
delivered to the Board at each of the Board's quarterly meetings
concerning the Company's compliance with applicable federal, state,
and local laws, rules, and regulations applicable to the Company and
its subsidiaries, including consumer protection laws;
7. At least twice per year, the Company's General Counsel shall undertake
a comprehensive review of policies, practices, and procedures
regarding the Company's sale and marketing of its products, and shall
make a report and recommendation to the Board concerning these
policies, practices, and procedures; and
8. The Company's senior management will prepare a quarterly report to be
provided to the newly-created independent committee concerning the
Company's compliance with applicable federal, state, and local laws,
rules, and regulations applicable to the Company and its subsidiaries.
F. Executive Compensation and Officer and Director Stock Ownership
1. No previously issued stock options shall be repriced at a lower
exercise price without shareholder approval;
2. The Board will recommend and encourage that iMergent management owns
common stock in the Company, and that they purchase this stock through
open-market stock purchases; and
3. The Company shall adopt a formal insider trading policy. The General
Counsel of the Company shall be appointed as the Insider Trading
Compliance Officer, responsible for ensuring compliance with the
Company's insider trading policy. The Insider Trading Compliance
Officer shall be responsible for monitoring and updating a
comprehensive program (the "Trading Compliance Program") designed to
ensure compliance with the Company's trading policies. The Insider
Trading Compliance Officer will be responsible for direct oversight of
the Trading Compliance Program and members of the Board will have
direct access to the Insider Trading Compliance Officer, including the
opportunity to meet with such officer outside the presence of any
other member of management. In addition to the above:
a. The Insider Trading Compliance Officer shall be responsible for
pre-clearing all transactions by the Company's directors or those
employees subject to ss. 16 of the Securities Exchange Act (other
than transactions pursuant to pre-approved 10b5-1 plans);
b. The Company will take reasonable steps to ensure that all
directors and officers file all trading forms require by them to
be filed by the SEC concerning trading by directors, officers,
and executive employees of the Company;
c. Failure to comply with the Company's trading policy will result
in appropriate sanctions, including potential disgorgement by the
individual to the Company of all profits from the transaction,
termination, or other appropriate disciplinary action as
determined by the Board;
d. The Company's trading policy shall prohibit any corporate officer
or director from, directly or indirectly, "short-selling" the
Company's stock, purchasing a put option on the Company's stock,
or selling a call option on the Company's stock; and
e. The Company's trading policy shall contain a trading window
provision that prohibits directors and officers from engaging in
transactions involving the Company's stock from the period
beginning on the 15th day of the last month of each fiscal
quarter and ending two trading days following the date of public
disclosure of the financial results for that quarter.
In addition, iMergent acknowledges that Plaintiffs' prosecution of the Actions
was a causal factor in the Company's decision to adopt a new program to send to
State Attorneys General and Better Business Bureaus nationwide, and to post on
the Company's website, a detailed letter providing a thorough overview of the
Company's business practices.
V. PLAINTIFFS' COUNSEL'S FEES AND REIMBURSEMENT OF EXPENSES
--------------------------------------------------------
At the Final Hearing, Plaintiffs' Counsel will request that the Court
approve the agreed-to Fee Award in the amount of $500,000.00 for Plaintiffs'
Counsel's efforts in filing, prosecuting and settling the Actions. Defendants or
their insurance carriers have agreed to pay the Fee Award subject to Court
approval. Plaintiffs' Counsel have not received any fees to date, nor have they
been reimbursed for their substantial out-of-pocket expenses. The Fee Award
would compensate Plaintiffs' Counsel for undertaking the prosecution of the
Actions on a fully-contingent basis.
VI. YOUR RIGHT TO BE HEARD AT THE HEARING
-------------------------------------
If you are a Current iMergent Shareholder, your rights may be affected by
the Settlement. Any Current iMergent Shareholder who objects to: (a) the
Settlement or any of its terms, (b) the dismissal of the Actions, (c) the
Judgment to be entered approving the Settlement, or (d) the application by
Plaintiffs' Counsel for the Fee Award, or who otherwise wishes to be heard, may
appear in person or through counsel at the Settlement Hearing and present
evidence or argument that may be proper and relevant; provided, however, that no
person other than Plaintiffs' Counsel and Defendants' Counsel shall be heard and
no papers, briefs, pleadings or other documents submitted by any such person
shall be received and considered by the Court (unless the Court in its
discretion shall thereafter otherwise direct, upon application of such person
and for good cause shown), unless not later than fourteen (14) days prior to the
Settlement Hearing such person:
(i) files with the Clerk of the Court, Third Judicial District Court in and
for Salt Lake County, 450 South State, Salt Lake City, Utah 84114, a written
objection containing (1) the name of the case and case number; (2) the Person's
name, address, and telephone number; the Person's name, address and telephone
number; (3) the number of shares of iMergent common stock the Person owns; (4)
the date(s) of purchase of such shares, and a statement as to whether the Person
will own such shares as of the date of the Settlement Hearing; (5) a detailed
statement of the basis for the Person's objections to or comments upon the
Settlement, Plaintiff's Counsels' request for attorneys' fees and reimbursement
of expenses, or any other matter before the Court; (6) any supporting papers,
including all documents and writings that the person desires the Court to
consider; (7) a representation as to whether the Person intends to appear the
Settlement Hearing; (8) a representation as to whether the Person plans on
calling any witness(es) at the Settlement Hearing; and (9) the identities of any
witness(es) the Person plans to call at the Settlement Hearing; and
(ii) on or before the date of such filing, serves the same documents by
first class mail upon the following counsel of record:
Eric L. Zagar, Esquire Steven Kaufhold, Esquire
Schiffrin Barroway Topaz & Kessler, LLP Akin Gump Strauss Hauer & Feld
280 King of Prussia Road 580 California Street, Suite 1500
Radnor, PA 19087 San Francisco, CA 94104
Plaintiffs' Settlement Counsel Defendants' Counsel
Unless the Court otherwise directs, no person shall be entitled to object
to the approval of the Settlement, to any Judgment entered thereon, to the Fee
Award or to otherwise to be heard, except by serving and filing a written
objection and supporting papers and documents as prescribed above. Any Current
iMergent Shareholder who fails to object in the manner and within the time
prescribed above shall be deemed to have waived the right to object (including
the right to appeal) and forever shall be barred, in this proceeding or in any
other proceeding, from raising such objection and will be barred for all time by
the Order and Final Judgment of the Court.
VII. DISMISSAL OF THE FEDERAL ACTION
-------------------------------
There is currently pending in the Federal Court the Consolidated Federal
Action. In accordance with the terms of the Stipulation, within seven (7) days
of the Judgment Date, the parties to the Consolidated Federal Action shall file
in the Federal Court the Federal Judgment, which shall seek to dismiss the
Federal Action with prejudice. The dismissal of the Federal Action is a
negotiated term of the Settlement, and will not affect the rights of Current
iMergent Shareholders.
VIII. SCOPE OF THIS NOTICE
--------------------
The foregoing descriptions of the Actions, the Settlement Hearing, the
proceedings to be held, the activities leading to the Settlement, the terms of
the Settlement, the conditions of Settlement, and other matters described herein
do not purport to be all inclusive. Accordingly, you are referred to the
Complaints and the Stipulation, filed with the Court Clerk, which may be
examined during regular business hours at the offices of the Third Judicial
District Court, Salt Lake County, 450 South State, Salt Lake City, Utah 84114. .
VIV. QUESTIONS REGARDING THE PROPOSED SETTLEMENT
-------------------------------------------
If you have questions regarding the proposed Settlement, please do not call
or write the Court. Questions may be directed to:
Eric L. Zagar, Esquire
Schiffrin Barroway Topaz & Kessler, LLP
280 King of Prussia Road
Radnor, PA 19087
(610) 667 7706
Plaintiffs' Settlement Counsel
IX. NOTICE TO BROKERAGE FIRMS & OTHER NOMINEES
------------------------------------------
Brokerage firms and other nominees for beneficial owners of Company common
stock are requested to forward all such persons a copy of this Notice within
seven (7) days after receiving this Notice. On request by any such brokerage
firm or other nominee, additional copies of this Notice may be obtained without
charge by sending a written request to the above identified counsel for
Plaintiffs.
Brokerage firms and other nominees will be reimbursed for documented
reasonable and actual out-of-pocket expenses incurred in providing copies of
this Notice to beneficial owners or providing a list of the names and addresses
of beneficial owners to the above address.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished with this Current Report on Form 8-K:
Exhibit
Number Description
------- -----------
99.1 Press release dated October 31, 2007.
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.
IMERGENT, INC.
/s/ Robert Lewis
---------------------------------------------
By: Robert Lewis, Chief Financial Officer
Date: October 31, 2007