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 April 28, 2004 -------------- 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 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release dated April 28, 2004. Item 12. Results of Operations and Financial Condition. On April 28, 2004, MemberWorks Incorporated issued a press release announcing fiscal year 2004 third quarter and year to date results, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety. 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: April 28, 2004 By: /s/ Gary A. Johnson ------------------------ Gary A. Johnson, President and Chief Executive Officer