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): October 30, 2006

Wright Express Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-32426	01-526993
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
97 Darling Avenue, South Portland, Maine		04106
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (207) 773-8171

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:

[  ]  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 2.02 Results of Operations and Financial Condition.

The disclosure set forth in Item 4.02 below is incorporated by reference.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On October 30, 2006, Management and the Audit Committee of the Board of Directors of Wright Express Corporation (the "Committee" and "Company," respectively) concluded that Cendant Corporation incorrectly allocated goodwill relating to its 2001 acquisition of the Company. Correcting this error will result in an increase of both goodwill and stockholders’ equity on the Company’s previously issued balance sheets. This change will affect financial statements contained in the Company’s annual report on Form 10-K for year ended December 31, 2005, and all the quarterly reports on Form 10-Q issued by the Company.

At this time, Wright Express believes that there will be no effect on the income statements that have been publicly released by the Company since its initial public offering. There will be an income statement impact for a 10 month period in 2001 when the Company was required to amortize goodwill. With the adoption of FAS 142 in January 2002, the Company was no longer requir ed to amortize goodwill. In addition, the Company believes there will be no impact on cash flows, and does not expect to record an impairment charge. The Company is working to file corrected financial statements as soon as possible.

The Company believes that its annual report on Form 10-K for the year ended December 31, 2005 and subsequent reports on Form 10-Q will require restatement. Accordingly, the Company is filing this Form 8-K today to report that the previously issued financial statements and earnings releases should no longer be relied upon.

The Committee and the Board of Directors will continue to be actively involved in reviewing information and determining the appropriate actions to be taken with respect to this matter. The Company’s management and the Committee have discussed this matter with Deloitte & Touche LLP, the Company’s independent registered public accounting firm.

The Company issued a press release concerning this matter on October 31, 2006 , a copy of which is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On October 30, 2006, the Company determined that its historical financial statements for one or more prior fiscal years will have to be restated as a result of incorrect accounting relating to the allocation of goodwill received by the Company from its former parent company. The Company believes that its annual report on Form 10-K for the year ended December 31, 2005 and subsequent reports on Form 10-Q will require restatement. The Company is suspending temporarily employees’ participation in several equity incentive programs because the Form S-8 registration statement covering the shares of common stock issuable under those programs incorporate one or more financial statements that will likely have to be restated. As part of such suspension, participants in the Wright Express Corporation Employee Savings Plan (the "401(k) Plan") will be subject to a blackout period during which they will be precluded from acquiring beneficial ownership of additional interests in the Company’s common stock f und under that plan. The Company gave notice of the blackout period to affected employees, its executive officers and Board members on October 31, 2006. A copy of the blackout notice is filed as Exhibit 99.2 to this Form 8-K and is incorporated by reference.

The blackout period began at 7:00 AM on October 31, 2006 and is currently anticipated to end at 7:00 AM on the day immediately following the day on which the restated financial statements are filed with the Securities and Exchange Commission. However, for the Company’s executive officers and certain designated employees, the blackout period will continue until 7:00 AM on the third business day following the date the restatements are filed. During the applicable blackout period, executive officers and certain other participants in the 401(k) Plan will be precluded from moving their existing account balance under the plan out of the Company common stock fund.

As a result of the blackout period under the 401(k) Plan, executive offic ers and Board members will be prohibited pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 from purchasing, selling or otherwise acquiring any shares of the Company’s common stock or any derivative security tied to the value of the Company’s common stock, while that blackout period remains in effect. The prohibition covers any acquisition of the Company’s common stock or related derivative security in connection with the covered individual’s service or employment with the Company (e.g., an option grant or restricted stock unit award) or any sale of the Company’s common stock which the executive officer or Board member acquired in connection with his or her service in such capacity (e.g., through the exercise of stock options or the vesting of restricted stock or restricted stock units).

Any questions concerning the blackout period or the transactions affected by the blackout period are to be addressed to Hilary A. Rapkin, the Company’s Senior Vice President, General Counsel and Corporate Secretary at the Company’s headquarters at 97 Darling Avenue, South Portland, ME 04106 or by telephone at (207) 773-8171.

Item 8.01 Other Events.

In conjunction with its determination that its financial statements will have to be restated, the Company has notified members of its Board of Directors and employees who participate in its 2005 Equity and Incentive Plan that during a designated suspension period, they will not be able to exercise their outstanding stock options. The designated suspension period coincides with the blackout period described above under Item 5.04.

Item 9.01 Financial Statements and Exhibits.

99.1* Press release of Wright Express Corporation dated October 31, 2006

99.2* Notice of Blackout Period to Directors and Officers of Wright Express Corporation, dated October 31, 2006.

* Indicates that exhibit is filed with this report.

This Form 8-K contains forward-looking statements, including statements regarding Wright Express Corporation’s belief that: the restatement of certain of its historical financial statements will result in an increase of previously reported goodwill and stockholders’ equity; there will be no effect on the income statements that have been publicly released since its initial public offering; there will be no impact on cash flows or expectation to record an impairment charge; it will be required to restate its 2005 Form 10-K and subsequent reports on Form 10-Q; it will report its third quarter 2006 financial results on November 7, 2006; and it expects to provide a full income statement and selected balance sheet items with its third quarter earnings. These forward-looking statements include risks and uncertainties that are difficult to quantify, but that could result in outcomes different from those we have predicted in this Form 8-K. These risks and uncertainties include: the impact of actions by the Company’s former parent; changes in the expected accounting treatment of its financial statements; comments from the Securities and Exchange Commission with respect to the Company’s filings; and the other risks and uncertainties included from time to time in the Company's filings with the Securities and Exchange Commission, including the annual report on Form 10-K filed on March 15, 2006, and the Company's other periodic and current reports. Wright Express Corporation undertakes no obligation to update these forward-looking statements at any future date or dates.

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.

	Wright Express Corporation
October 31, 2006	By:	Melissa D. Smith
		Name: Melissa D. Smith
		Title: Senior Vice President, Finance and Chief Financial Officer (principal financial officer)

Exhibit Index

Exhibit No.	Description
99.1	Press release of Wright Express Corporation dated October 31, 2006.
99.2	Notice of Blackout Period to Directors and Officers of Wright Express Corporation, dated October 31, 2006.

EX-99.1

News media contact:	Investor contact:
Jessica Roy Wright Express (207) 523-6763 Jessica_Roy@wrightexpress.com	Steve Elder Wright Express (207) 523-7769 Steve_Elder@wrightexpress.com

Wright Express To File Corrected Financial Statements
To Properly Record Increased Goodwill and Stockholders’ Equity

SOUTH PORTLAND, Maine, October 31, 2006 — Wright Express Corporation (NYSE: WXS) announced today that it will restate certain previously issued financial statements to properly record goodwill and stockholders’ equity.

Management and the Audit Committee of the Board of Directors have concluded that Cendant Corporation incorrectly allocated goodwill relating to its 2001 acquisition of Wright Express. Correcting this error will result in an increase of both goodwill and stockholders’ equity on the Company’s previously issued balance sheets.

At this time, Wright Express believes that there will be no effect on the income statements that have been publicly released by the Company since its initial public offering. There will, however, be an income statement impact for a 10-month period in 2001 when the Company would have been required to amortize goodwill. With the adoption of FAS 142 in January 2002, the Company was no longer required to amortize goodwill. In addition, the Company believes there will be no impact on cash flows, and does not expect to record an impairment charge. Wright Express is working to file corrected financial statements as soon as possible.

The Company believes that its 2005 Form 10-K and subsequent reports on Form 10-Q will require restatement. Accordingly, the Company is filing a Form 8-K today reporting that the previously issued financial statements should no longer be relied upon.

As previously announced, Wright Express plans to report its third-quarter 2006 financial results on November 7, 2006. The Company expects to provide a full income statement and selected balance sheet items at that time.

About Wright Express
Wright Express is a leading provider of payment processing and information management services to the U.S. commercial and government vehicle fleet industry. Wright Express provides these services for approximately 295,000 commercial and government fleets containing 4.3 million vehicles. Wright Express markets these services directly as well as through more than 100 strategic relationships, and offers a MasterCard-branded corporate card. The Company employs more than 650 people and maintains its headquarters in South Portland, Maine. For more information about Wright Express, please visit http://www.wrightexpress.com.

This press release contains forward-looking statements, including statements regarding Wright Express Corporation’s belief that: the restatement of certain of its historical financial statements will result in an increase of previously reported goodwill and stockholders’ equity; there will be no effect on the income statements that have been publicly released since its initial public offering; there will be no impact on cash flows or expectation to record an impairment charge; it will be required to restate its 2005 Form 10-K and subsequent reports on Form 10-Q; it will report its third quarter 2006 financial results on November 7, 2006; and it expects to provide a full income statement and selected balance sheet items with its third quarter earnings. These forward-looking statements include risks and uncertainties that are difficult to qualify, but that could result in outcomes different from those we have predicted in this press release. These risks and uncertainties include: the impact of actions by the Company’s former parent; changes in the expected accounting treatment of its financial statements; comments from the Securities and Exchange Commission with respect to the Company’s filings; and the other risks and uncertainties included from time to time in the Company’s filings with the Securities and Exchange Commission, including the annual report on Form 10-K filed on March 15, 2006, and the Company’s other periodic and current reports. Wright Express Corporation undertakes no obligation to update these forward-looking statements at any future date or dates.

EXHIBIT 99.2

NOTICE

TO: WRIGHT EXPRESS CORPORATION EXECUTIVE OFFICERS AND BOARD MEMBERS
FROM: HILARY A. RAPKIN
RE: SARBANES-OXLEY BLACKOUT PERIOD
DATED: OCTOBER 31, 2006

As you may already know, the Company determined that its financial statements for one or more prior fiscal years will have to be restated as a result of the incorrect allocation of goodwill in connection with the acquisition of the Company in 2001 by Cendant Corporation, the Company’s former parent company. This determination has substantial implications for the Company’s various equity incentive programs and your ability to engage in transactions involving the Company’s common stock. You are currently under a Company-imposed black-out on your ability to trade in the Company’s common stock. Moreover, as a result of the impact which the restatement decision will have upon certain employee stock programs, including the Wright Express Corporation Employee Savings Plan, you will now also be subject to the restrictions of Section 306(a) of the Sarbanes-Oxley Act which prohibit you from purchasing selling, acquiring or transferring any equity securities of the Company, to the extent those securities were acquired in connection with your service as an executive officer or Board member.

Shares of the Company’s common stock can only be issued under the Company’s equity incentive programs pursuant to an effective registration statement under the federal securities laws. The Company currently has an S-8 registration statement on file with the Securities and Exchange Commission (the “SEC”) covering the shares of common stock issuable under those programs. However, the S-8 registration statement incorporates historical financial statements for one or more fiscal years which are likely to be restated. For that reason, participation in the various equity incentive programs covered by that S-8 registration statement must be suspended. The suspension period began at 7:00 AM today, October 31, 2006, and will continue until 7:00 AM on the third business day following the day on which the restated financial statements are filed with the SEC. The Company believes that the need to impose this additional restriction was unforeseeable and beyond its control. Accordingly, the Company was unable to provide advance notice of the blackout period and is providing this notice as soon as reasonably possible under the circumstances.

Your participation in the Company’s equity incentive plans will accordingly be affected as follows:

Wright Express Corporation Employee Savings Plan (the “401(k) Plan”): During the suspension period, the executive officers will be precluded from directing the investment of their 401(k) plan contributions into shares of the Company’s common stock or from moving their existing account balance under the plan into the Company common stock fund. In addition, to the extent one or more executive officers may have their 401(k) account currently invested in the Company common stock fund, they will not be allowed during the suspension period to liquidate that investment and move it into another available investment fund.

Stock Option Exercises: No further exercises of outstanding options, including same-day exercise and sale transactions, can be effected during the suspension period.

Restricted Stock Unit Vesting Events: No further delivery of shares of the Company’s Common Stock upon the vesting of restricted stock units will be effected during the suspension period.

Because of the complexity of the Sarbanes-Oxley prohibition, executive officers and Board members are strongly advised not to engage directly or indirectly in any transactions involving the Company’s common stock or any derivative security tied to the value of the stock during the suspension period.

If you have any questions concerning the suspension period or the Sarbanes-Oxley prohibition on transactions involving the Company’s common stock or any related derivative security, please contact Hilary A. Rapkin at the Company’s headquarters at 97 Darling Avenue, South Portland, ME 04106 or by telephone at 207-773-8171.

The Company can provide no assurances as to when the necessary restatements will be completed and filed with the SEC, since completion of those restatements are not entirely within the Company’s control. However, the Company will notify you promptly when the S-8 registration statement is re-activated and the Sarbanes-Oxley blackout period ends.