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 September 25, 2003 ------------------ Date of Report (Date of earliest event reported) MEMBERWORKS INCORPORATED ------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-21527 06-1276882 ------------------------- -------------------- -------------------- (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 680 Washington Blvd Stamford, Connecticut 06901 ----------------------------- (Address of principal executive offices, including zip code) (203) 324-7635 -------------- (Registrant's telephone number, including area code) MEMBERWORKS INCORPORATED Item 5. Other Events. On September 25, 2003, MemberWorks Incorporated issued a press release announcing the closing of its previously announced offering pursuant to Rule 144A of the Securities Act of 1933 of an aggregate of $75.0 million of convertible senior subordinated notes due 2010. Item 7. Financial Statements and Exhibits. (c) Exhibits 99 Press Release dated September 25, 2003. 1 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. MEMBERWORKS INCORPORATED (Registrant) Date: September 25, 2003 By: /s/ Gary A. Johnson -------------------- Gary A. Johnson, President and Chief Executive Officer 2