8-K

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 18, 2011

Vertro, Inc.

(Exact Name of Registrant as specified in its charter)

Delaware	0-30428	88-0348835
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification Number)

143 Varick Street

New York, New York 10013

(212) 231-2000

(Address, including zip code, and telephone number

including area code of Registrant's

principal executive offices)

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 filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 1.01 Entry Into a Material Definitive Agreement.

On May 19, 2011, Vertro, Inc. (the “Company”) entered into Amendment One to Sublease Agreement (the “Amendment”) with MIVA AK, Inc., a Delaware corporation (“MIVA AK”), which amends the Sublease Agreement, dated March 31, 2010, between the Company and MIVA AK (the “Original Sublease”). Pursuant to the terms of the Amendment, MIVA AK subleased an additional 2,392 square feet of office space from the Company in Ft. Myers, Florida, on substantially the same terms as the Original Sublease.

The foregoing description of the Amendment and Original Sublease does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 10.1.

This Current Report on Form 8-K contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “will,” “plan,” “intend,” “anticipate,” “believe” or “expect'” or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond the Company's control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company undertakes no obligation to update the information contained herein.

Item 7.01 Regulation FD Disclosure.

On May 24, 2011, Peter Corrao, Vertro's President and CEO will be presenting a company overview to conference delegates at theB. Riley & Co. 12th Annual Investor Conference on May 24^th in Santa Monica, CA.

A copy of the press release announcing the presentation and the presentation materials are attached as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and accompanying exhibit is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) 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.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment One to Sublease Agreement, dated May 19, 2011, between Vertro, Inc. and MIVA AK, Inc.
99.1	Press release, dated May 18, 2011, entitled “Vertro, Inc. To Present at the B. Riley & Co. 12th Annual Investor Conference on May 24th”
99.2	Presentation materials for the B. Riley & Co. 12th Annual Investor Conference.

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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.

	Vetro, Inc.
Date: May 23, 2011	By:	/s/ John B. Pisaris
		John B. Pisaris
		General Counsel & Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment One to Sublease Agreement, dated May 19, 2011, between Vertro, Inc. and MIVA AK, Inc.
99.1	Press release, dated May 18, 2011, entitled “Vertro, Inc. To Present at the B. Riley & Co. 12th Annual Investor Conference on May 24th”
99.2	Presentation materials for the B. Riley & Co. 12th Annual Investor Conference.

EX-10.1

Exhibit 10.1

AMENDMENT ONE TO SUBLEASE AGREEMENT

THIS AMENDMENTONE TO SUBLEASE AGREEMENT (the “Amendment”), made this 19th day of May, 2011, is by and between Vertro, Inc., a Delaware corporation (“Sublandlord”), and MIVA AK, Inc., a Delaware corporation (“Subtenant”).

RECITALS

WHEREAS, Mick Vorbeck (“Master Landlord”), and Sublandlord, as tenant, executed that certain Office Building Lease, dated January 31, 2002, (as amended, modified and/or supplemented, the “Master Lease”), with respect to certain “Premises” described therein known as CNL Bank Building located in Fort Myers, Florida (the “Building”); and

WHEREAS, Sublandlord and Subtenant entered into a Sublease Agreement on the 31^st day of March, 2010, whereby the Sublandlord leased to the Subtenant and Subtenant leased from the Sublandlord a portion of the Premises in the Building, consisting of approximately 3,646rentable square feet (the “Sublease Agreement”).

WHEREAS, Sublandlord desires to sublease the an additional portion of the Premises to Subtenant consisting of approximately 2,392 square feet, as more particularly described in Exhibit A hereto (the “Additional Subleased Premises”) and Subtenant desires to lease the Additional Subleased Premises from Sublandlord under and subject to the terms of the Master Lease, the Sublease Agreement, and this Amendment.

NOW, THEREFORE, for good and valuable consideration, the recipients and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree to amend the Sublease Agreement as follows:

1. The Recitals are true and correct and, by this reference, are incorporated into and made a part of this Amendment.

2. Any defined terms that are used herein that are not specifically defined herein shall have the same meaning as set forth in the Sublease Agreement.

3. Per Section 15 of the Sublease Agreement, Subtenant exercises its right of first refusal for the Additional Subleased Premises and, effective of the date hereof, Sublandlord hereby leases to Subtenant, and Subtenant hereby hires and leases from Sublandlord, the Additional Subleased Premises, subject to the terms of the Master Lease, the Sublease Agreement and this Amendment.

4. Per Section 15 of the Sublease Agreement, Subtenant shall pay Sublandlord for the use and occupancy of the Additional Subleased Premises “Base Rent” of $12.00 gross per rentable square foot ($28,704.00 per annum), subject to an annual rent increase of 3% from the date of the Sublease Agreement ($12.36 per square foot ($29,565.12 per annum)). Base Rent and sales tax shall be due and payable as and when the same is due under the Master Lease.

5. Per Section 2 of the Sublease Agreement, the term for the possession of the Additional Subleased Premises shall commence on the date hereof and continue through the term of the Master Lease. Notwithstanding the foregoing or anything else set forth in the Master Lease, the Sublease Agreement or this Amendment to the contrary, the Sublease Agreement and this Amendment shall terminate on December 1, 2012, unless otherwise agreed in writing by Sublandlord and Subtenant and pursuant to any renewal term of the Master Lease approved by Master Landlord.

6. Per Section 3(b) of the Sublease Agreement Subtenant will not be required to pay any Common Area Maintenance Expenses for the Additional Subleased Premises.

7. Section 3(d) of the Sublease Agreement is hereby deleted in its entirety and replaced with the following new Section 3(d): “Electric. Subtenant acknowledges that the Subleased Premises and the Additional Subleased Premises do not have a separate electric meter. Subtenant shall pay fifty-five percent (55%) of Sublandlord's electric bill for the Premises on the 5^th Floor of the Building. Such payment shall be made within thirty (30) days of receipt of invoice from Sublandlord.”

8. Subtenant may use the Additional Subleased Premises for any purpose that is permitted under the Master Lease.

9. All other terms, covenants and conditions of the original Sublease Agreement that have not been specifically revised or modified by this Amendment shall remain in full force and effect.

10. To the extent of any conflict between the express terms of the Sublease Agreement and the express terms of this Amendment, the express terms of this Amendment shall prevail and control.

11. This Amendment embodies the entire understanding between Sublandlord and Subtenant with respect to its subject matter and can be changed only by an instrument in writing signed by Sublandlord and Subtenant.

12. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one in the same amendment.

13. Throughout the term of Subtenant's possession of the Additional Subleased Premises, Subtenant shall have the exclusive right and license to use Sublandlord's furniture and fixtures located in the Additional Subleased Premises as of the date of this Amendment including, without limitation, (a) a large conference room table and eight chairs, (b) reception area desk and three chairs, and (c) desk, file cabinet and bookcase. In consideration for the foregoing, Subtenant shall pay Sublandlord Two Hundred Dollars per calendar month ($2,400 per annum) during the term of Subtenant's possession of the Additional Subleased Premises (prorated for any incomplete calendar month).

AGREED TO AND ACCEPTED by the parties hereto on the dates set forth below.

VERTRO, INC.:

By: /s/ John B. Pisaris

Print Name: John B. Pisaris

Title: General Counsel

Date: May 19, 2011

MIVA AK, INC.:

By: /s/ Michael Geroe

Print Name: Michael Geroe

Title: Seceretary

Date: May 17, 2011

EX-99.1

Exhibit 99.1

Vertro, Inc. To Present at the B. Riley & Co. 12th Annual

Investor Conference on May 24th

New York, NY - May 18, 2011 - Vertro, Inc. (NASDAQ: VTRO) will be presenting on Tuesday, May 24, 2011 at the B. Riley & Co. 12th Annual Investor Conference. The conference will be held at the Loews Santa Monica Beach Hotel, Santa Monica, California May 23-25, 2011.

Vertro's President and CEO, Peter Corrao, will be presenting a company overview to conference delegates on May 24th at approximately 4:00 p.m. (PT). A copy of Mr. Corrao's presentation will be included in a Form 8-K, which will be filed with the U.S. Securities and Exchange Commission and will be available via the Company's Investor Relations website at: http://www.vertro.com

About Vertro, Inc.

Vertro, Inc. (NASDAQ: VTRO) is an Internet company that owns and operates the ALOT product portfolio. Through ALOT, consumers can discover apps which they can display through three specific products: ALOT Appbar, ALOT Toolbar and ALOT Home. These apps are developed in-house and by third party app developers and are designed to enhance the way people interact with content online. ALOT has millions of users across its products. Together these users conduct high-volumes of type-in-search queries, which are monetized through third-party search and content agreements.

Source: VTRO-G

Forward-looking Statements

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as "anticipate," "plan," "will," "intend," "believe" or "expect'" or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including (1) our ability to successfully execute upon our corporate strategies, (2) our ability to distribute and monetize our international products at rates sufficient to meet our expectations, (3) our ability to develop and successfully market new products and services, (4) the potential acceptance of new products in the market, and (5) the impact of changes to our monetization partners implementation guidelines. Additional key risks are described in Vertro's reports filed with the U.S. Securities and Exchange Commission, including the Form 10-Q for Q1 2011.

Michael Buchanan

Director of Investor Relations

646-253-0606

EX-99.2

NASDAQ:VTRO

© Vertro, Inc. 2011

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Safe harbor and use of non-GAAP financial measures

This presentation contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “plan,” “intend,” “believe,” or “expect” or variations of such words and similar expressions are intended to identify such forward-looking statements. Key risks are described in Vertro reports filed with the U.S. Securities and Exchange Commission. Readers should note that these statements may be impacted by several factors, including economic changes and changes in the Internet industry generally and, accordingly, Vertro actual performance and results may vary from those stated herein, and Vertro undertakes no obligation to update the information contained herein. This presentation contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Vertro's results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the current quarter earnings release, which can be found on Vertro's website at www.vertro.com.

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Overview

Vertro owns and operates the alOt product portfolio Focus on App Strategy to provide additional future growth Headquartered in New York, 36 employees (1) Marketed in 20 countries world-wide Consistent EBITDA profitability for six quarters with adjusted EBITDA of $0.3 and revenues of $8.4 million in Q1 2011 $5.2 million in cash as at Q1 2011, no debt and an untapped credit line of up to $5mm with Bridge Bank NA

1. As of 5/1/11

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Investment Highlights

Attractive valuation with a Current P/E of 12.1, below the average for comparable peer companies Operating in Multiple High-Growth Markets: We make a market in search and display Internet growth: expanding worldwide in 20 countries App Focus Proprietary lifetime value model and online buying expertise

1. Current P/E calculated by earnings (ttm) / closing price on May 18, 2011.

(1)

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Our Products: alOt Toolbar

6

Our Products: alOt Home

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Our Products Are Fully Customizable

Online and throughout digital media, users are turning to apps to customize their experiences, increase their productivity, create entertainment value, and realize the Internet’s potential.

8

We Monetize Through Search Advertising

9

We Also Monetize Through eCommerce, Sponsored Apps and Display Ads

App sponsorship

eCommerce

Display Ads

10

Our Go-To Market Strategy

1. We create micro-segmented versions of our Toolbars and Homepages

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Our Go-To Market Strategy

2. We market these products via online advertising and brand marketing

Vibrant App Strategy: In House Developed and Third Party Apps

Third Party Apps

In House Apps

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AccuWeather.com

Web Snapshots

Maps

Say It

Calculator

Email Notifier

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Our Target Lifetime Value Model

Approximately 4.5 months to breakeven on customer acquisition spend 35% margin target for year one (total $ amounts vary significantly by vertical and market) Long revenue tail after year one





Initial customer acquisition spend to breakeven (approx. 4.5 months)



Margin growth – target 35% in year one followed by long-tail

35%

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We have an Established User Base in ‘Region One’ and Rest-Of-World…

Available in 8 languages Marketed in 20 countries



Region One vs. Rest-of-world Toolbar users (millions)

8.6

9.4

Source: Internal statistics; live users are defined as the number of unique toolbar users active on the Internet in the last 15 days of each period.

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Regionally Diverse alOt Toolbar and Home Page Search Queries…

331.1 Million search queries in Q1 2011:

Source: Internal statistics; total quarterly search volumes

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Proven and experienced management team…

Extensive online targeting and direct mail marketing Former CEO of Bluestreak.com and Cogit Division President at Advo, Inc. Strategic financial & management consulting CFO at publicly-traded (Vizrt) Sr. level management experience within media and technology companies Over a decade of Internet Consumer Product Marketing experience. Original Product Manager of our core product suite Former partner at Porter, Wright, Morris & Arthur LLP

Peter Corrao CEO & President James Gallagher CFO Rob Roe General Manager John Pisaris General Counsel

Larry Weber, Non-executive Chairman Gerald Hepp, CPA, Independent Director Lee Simonson, Independent Director

Dr. Adele Goldberg, Independent Director Joseph Durrett, Independent Director Peter Corrao, Director



Board of Directors

FINANCIAL HIGHLIGHTS

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Revenue and Profitability

$ Millions

19

Controlled Fixed Costs

$ Millions

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Investment Summary

Attractive Valuation with a Current P/E of 12.1, below the average for comparable peer companies Vibrant App Strategy with players like eBay, Amazon.com, Kazaa, AccuWeather.com, eMusic, Inuvo, Groupon, PeopleString and others, will help drive future growth Marketed in 20 countries around the world $5.2mm in cash as at Q1 2011, no debt and an untapped credit line of up to $5mm with Bridge Bank NA

1. Current P/E is calculated by earnings (ttm) / closing price on May 18, 2011.

(1)

NASDAQ:VTRO

© Vertro, Inc. 2011