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): January 14, 2005 VALASSIS COMMUNICATIONS, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-10991 38-2760940 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 19975 VICTOR PARKWAY, LIVONIA, MI 48152 --------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (734) 591-3000 -------------- Registrant's Telephone Number, Including Area Code 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)) ITEMS TO BE INCLUDED IN THIS REPORT ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On January 14, 2005, the Registrant and Richard P. Herpich entered into an amendment to his employment agreement extending his employment term from December 31, 2005 until December 31, 2007. 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. VALASSIS COMMUNICATIONS, INC. By: /s/ Barry P. Hoffman ------------------------------ Date: January 20, 2005 Name: Barry P. Hoffman Title: Executive Vice President and General Counsel