As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/07/07  Traffic.com, Inc.                 425                    2:51K  Traffic.com, Inc.                 Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication      HTML     28K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     18K 

Item 2.01. Completion of Acquisition or Disposition of Assets.

Effective March 6, 2007, Traffic.com, Inc., a Delaware corporation (“Traffic.com”) was acquired by NAVTEQ Corporation, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among NAVTEQ, NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands, NAVTEQ Holdings Delaware, Inc., a Delaware corporation (“Merger Subsidiary”), and Traffic.com, under which Traffic.com was merged with and into Merger Subsidiary (the “Merger”), who will continue as the surviving corporation under the name Traffic.com, Inc.  Under the Merger Agreement, each share outstanding of Traffic.com common stock has been converted into the right to receive, at the election of the holder thereof (subject to certain conditions, including those pertaining to pro-ration): (i) $8.00 in cash, without interest or (ii) 0.235 shares of NAVTEQ common stock, par value $0.001 per share.  The election of cash or stock is subject to a limit on total cash consideration of approximately $49 million and a total stock consideration equal to approximately 4.3 million shares of NAVTEQ common stock (less the shares of NAVTEQ common stock issued to holders of warrants to purchase Traffic.com stock that are exchanged for NAVTEQ common stock based on the per share stock consideration).  The aggregate consideration in the transaction is approximately $177,000,000, subject to adjustment per the elections made by stockholders and certain optionholders of Traffic.com.  NAVTEQ has issued a press release dated March 6, 2007 announcing the completion of the Merger.  A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events.

Traffic.com and NAVTEQ have agreed to extend the election deadline for holders of Traffic.com common stock and certain options to purchase Traffic.com common stock, who may elect the type of merger consideration they prefer to receive, and for warrant holders who are exchanging their warrants to purchase shares of Traffic.com stock for shares of NAVTEQ common stock from 5:00 p.m., Eastern Time, on March 20, 2007 to 5:00 p.m., Eastern Time, on March 27, 2007.  Holders of Traffic.com common stock and certain options to purchase Traffic.com common stock may elect to receive (subject to certain conditions, including those pertaining to pro-ration) merger consideration of either (i) $8.00 in cash, without interest, or (ii) 0.235 shares of NAVTEQ common stock, subject to the limitations on the total cash and stock consideration, as described in Item 2.01 above (in the case of holders of options, less the exercise price of such options and any applicable tax withholding amounts).  The extension of the election deadline is intended to permit a sufficient amount of time for such holders to submit their forms of election and letters of transmittal, as applicable, for processing and payment by NAVTEQ’s exchange agent, who is handling these matters.  Questions regarding the forms of election and letters of transmittal will be handled by NAVTEQ’s information agent, who may be contacted toll-free at (866) 314-4115.

2

---

Item 9.01. Financial Statements and Exhibits.

d)  Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

 

3

---

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.

		Traffic.com, Inc.
March 6, 2007		By:		/s/ Andrew Maunder
				Name: Andrew Maunder
				Title: Chief Financial Officer

 

4

---

Index of Exhibits

 

5