Prospectus Supplement Filed pursuant to Rule 424(b)(3)
Registration No. 333-137242
PROSPECTUS SUPPLEMENT NO. 9
DATED OCTOBER 30, 2007
(To Prospectus Declared Effective on December 6, 2006)
INTERSEARCH
GROUP, INC.
4,285,095 Shares
Common Stock
This Prospectus Supplement No. 9 supplements information contained in, and should be read in conjunction with,
that certain Prospectus, dated December 6, 2006 (the Original Prospectus), as supplemented by that certain Prospectus Supplement No. 1, dated January 11, 2007 (Supplement No. 1), that certain Prospectus
Supplement No. 2, dated January 23, 2007 (Supplement No. 2), that certain Prospectus Supplement No. 3 dated February 28, 2007 (Supplement No. 3), that certain Prospectus Supplement No. 4
dated March 30, 2007 (Supplement No. 4), that certain Prospectus Supplement No. 5 dated April 6, 2007 (Supplement No. 5), that certain Prospectus Supplement No. 6 dated May 14, 2007
(Supplement No. 6), that certain Prospectus Supplement No. 7 dated August 14, 2007 (Supplement No. 7) and that certain Prospectus Supplement No. 8 dated October 3, 2007. This Prospectus
Supplement No. 9 is not complete without, and may not be delivered or used except in connection with, the Original Prospectus, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4, Supplement No. 5,
Supplement No. 6, Supplement No. 7 and Supplement No. 8. The shares that are the subject of the Original Prospectus, as supplemented, have been registered to permit their resale to the public by the selling shareholders named therein.
We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering, other than the exercise price, if any, to be received upon exercise of the warrants referred to in the prospectus.
This Prospectus Supplement No. 9 includes the following document, as filed by us with the Securities and Exchange Commission:
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The attached Current Report on Form 8-K of InterSearch Group, Inc.
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Our common stock is traded on the American Stock Exchange, under the symbol IGO.
The
Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this Prospectus Supplement No. 9 (or the Original Prospectus, Supplement No. 1, Supplement No. 2,
Supplement No. 3, Supplement No. 4, Supplement No. 5, Supplement No. 6, Supplement No. 7 or Supplement No. 8) is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 9 is October 30, 2007.
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, 2007
InterSearch Group, Inc.
(Exact name
of Registrant as Specified in Charter)
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Florida
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000-51776
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59-3234205
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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222 Kearny Street, Suite 550
San Francisco, CA 94108
(Address of Principal Executive Offices) (Zip Code)
(415) 962-9700
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
On October 2, 2007, InterSearch Group, Inc. (the
Company) reported on Form 8-K, the resignation of Andrew Keery, Executive Vice President, Product Development, as an employee of the Company.
On October 24, 2007, the Company entered into a Separation Agreement with Mr. Keery (the Separation Agreement). As part of the Separation Agreement, Mr. Keery will (i) receive a severance payment of one
hundred and eighty thousand dollars ($180,000), less applicable withholdings, to be paid in equal installments over a period of twelve (12) months following the date of the Separation Agreement (the Severance Period) and
(ii) reimbursement for COBRA premiums for himself and his qualified dependents during the Severance Period.
In consideration for the foregoing,
Mr. Keery has agreed to (i) provide the Company with certain transitional assistance; (ii) a general release of all claims against the Company; (iii) observe volume and price limitations on the sale during the Severance Period of
shares of stock of the Company owned by him, including a market-standoff in connection with a public offering of shares by the Company and certain follow-on public offerings thereafter; and (iv) return all property of the Company that remains
under his control. In addition, Mr. Keery agreed not to solicit employees of the Company during the Severance Period. Mr. Keery will also remain subject to the obligations set forth in that certain Noncompetition Agreement dated
December 10, 2004 and that certain Employee Proprietary Information and Invention Assignment Agreement dated January 19, 2007.
The foregoing
description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which the Company intends to file as an exhibit to its Annual Report on Form 10KSB for the fiscal year
ending December 31, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: October 30, 2007
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INTERSEARCH GROUP, INC.
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By:
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/s/ Gary W. Bogatay, Jr.
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Name:
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Gary W. Bogatay, Jr.
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Title:
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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