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): February 9, 2006
ProQuest Company
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-3246 | 36-3580106 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 777 Eisenhower Parkway, Ann Arbor, Michigan | 48106-1346 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (734) 761-4700
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):
| ¨ | 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 420.14a-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 2.02. Results of Operations and Financial Condition
On February 9, 2006, ProQuest Company (the “Company”), conducted a conference call which announced that the Company will restate certain of its historical financial statements. A transcript of this conference call is attached hereto as Exhibit 99.1.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
| (c) | Exhibits |
| 99.1 Transcript of ProQuest Company’s February 9, 2006 Conference Call announcing that the Company will restate certain of its historical financial statements. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.
| PROQUEST COMPANY | ||
| DATE: February 15, 2006 |
/s/ Richard Surratt | |
| Richard Surratt Senior Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. |
Description of Document | |
| 99.1 | Transcript of ProQuest Company’s February 9, 2006 Conference Call announcing that the Company will restate certain of its historical financial statements. |