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 28, 2008 (May 28, 2008)

BRIGHT HORIZONS FAMILY SOLUTIONS, INC.

(Exact name of registrant as specified in charter)

Delaware	0-24699	62-1742957
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Talcott Avenue South, Watertown, Massachusetts	02472
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 673-8000

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 8.01. Other Events.

On May 28, 2008, Bright Horizons Family Solutions, Inc. (the “Company”) issued a press release announcing the completion of the merger and related transactions pursuant to the previously announced Agreement and Plan of Merger, dated as of January 14, 2008, by and among the Company, Swingset Holdings Corp. (now known as Bright Horizons Capital Corp.) and Swingset Acquisition Corp. (now known as Bright Horizons Acquisition Corp.).

A copy of the press release is filed as an exhibit hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release issued by Bright Horizons Family Solutions, Inc. dated May 28, 2008.

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.

	BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
Date: May 28, 2008	By:	/s/ Elizabeth J. Boland
		Name:	Elizabeth J. Boland
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Bright Horizons Family Solutions, Inc. dated May 28, 2008.

EX-99.1

Exhibit 99.1

For Immediate Release

INVESTOR CONTACT:
Elizabeth Boland:	617-673-8000
MEDIA CONTACT:
Ilene Serpa:	617-673-8000

BRIGHT HORIZONS FAMILY SOLUTIONS, INC. COMPLETES MERGER
WITH AFFILIATE OF BAIN CAPITAL PARTNERS; STOCK DELISTED FROM NASDAQ

BOSTON, MA — (May 28, 2008) — Bright Horizons Family Solutions, Inc. (NASDAQ: BFAM) today announced the completion of the previously announced merger with an affiliate of Bain Capital Partners, LLC, a leading global private investment firm. Under the terms of the merger agreement, as a result of which Bright Horizons Family Solutions becomes a privately held company, stockholders are entitled to receive $48.25 in cash, without interest, for each share of Bright Horizons Family Solutions common stock.

Bright Horizons common stock will cease to trade on the NASDAQ Global Select Market prior to the opening of the market on May 29th and will no longer be listed.

“We are pleased to be entering this next stage of Bright Horizons’ growth and development in partnership with Bain Capital, which was among the original backers of our vision 22 years ago,” said Dave Lissy, Chief Executive Officer of Bright Horizons. “Together, we believe we can grow our company in new and exciting ways that are consistent with our mission to provide high quality care, education and work/life services to the clients and families we serve.”

Stockholders of Bright Horizons who hold their shares in their own names as stockholders of record will receive instructions and a letter of transmittal by mail from Wells Fargo Bank, N.A., the paying agent, concerning how and where to exchange their shares for payment. Stockholders whose shares are held in “street name” by a broker, bank or other nominee will not need to take any action to have shares converted into cash, as this will be done by the broker, bank or other nominee. Questions about the receipt of merger proceeds should be directed to the appropriate broker, bank or other nominee.

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About Bright Horizons

Bright Horizons Family Solutions is the world’s leading provider of employer-sponsored child care, early education and work/life consulting services, managing more than 600 early care and family centers in the United States, the United Kingdom, Ireland and Canada. Bright Horizons serves more than 700 clients, including more than 95 FORTUNE 500 companies and 75 of the “100 Best Companies” as recognized by Working Mother magazine. Bright Horizons is one of FORTUNE magazine’s “100 Best Companies to Work For.”

About Bain Capital

Bain Capital, LLC (www.baincapital.com) is a global private investment firm that manages several pools of capital including private equity, venture capital, public equity and leveraged debt assets with more than $78 billion in assets under management. Since its inception in

1984, Bain Capital has made private equity investments and add-on acquisitions in more than 300 companies in a variety of industries around the world, and has a team of more than 300 professionals dedicated to investing in and supporting its portfolio companies, including such leading companies as Dunkin’ Donuts, Michaels Stores and Domino’s Pizza. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Hong Kong, Shanghai and Tokyo.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements based on current Bright Horizons management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (2) the effect of the announcement of the merger on our customer relationships, operating results and business generally; (3) the ability to recognize the benefits of the merger; and (4) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Bright Horizons’ ability to control or predict. Bright Horizons undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.