================================================================================ UNTIED 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): January 25, 2005 IMPROVENET, INC. (Exact name of registrant as specified in its charter) Delaware 000-29927 77-0452868 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10799 N. 90th Street, Suite 200 Scottsdale, Arizona 85260 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 480-346-0000 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 (see General Instruction A.2. below): |_| 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Effective January 25, 2005, Ronald B. Cooper tendered his resignation from ImproveNet, Inc.'s Board of Directors. Mr. Cooper stated that his current business situation did not allow the time for him to properly continue serving as a Board member. Mr. Cooper also served on the company's Audit Committee. No appointment or election of a replacement for Mr. Cooper has been made. 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. ImproveNet, Inc. Date: January 31, 2005 By: /s/ Jeffrey Rassas ----------------------------- Name: Jeffrey Rassas Title: Chief Executive Officer