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) May 11, 2006 (May 10, 2006) INVESTOOLS INC. Exact Name of Registrant as Specified in its Charter DELAWARE 001-31917 76-0685039 State of Incorporation or (Commission File Number) (I.R.S. Employer Organization Identification No.) 13947 SOUTH MINUTEMAN DRIVE, DRAPER UTAH 84020 Address of Principal Executive Offices Zip Code (801) 816-6918 Registrant's 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: [] 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)) INFORMATION TO BE INCLUDED IN THE REPORT Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing. On May 10, 2006, the Board of Directors of INVESTools Inc. (the "Company") approved a resolution to effectuate a withdrawal of the Company's common stock for listing on the American Stock Exchange in order that such common stock be listed on the NASDAQ National Market. On May 11, 2006, the Company announced that its common stock had been approved for listing on the NASDAQ National Market. The Company's common stock is expected to commence trading on the NASDAQ National Market at the open of the market on Tuesday, May 23, 2006, under the new ticker symbol "IEDU." Until that date, the Company's common stock will continue to trade on the American Stock Exchange under the symbol "IED." A copy of the press release announcing the Company's approval for listing on the NASDAQ National Market is filed as Exhibit 99.1 to this Form 8-K. Item 9.01 Financial Statements and Exhibits. 99.1 Press release dated May 11, 2006, issued by INVESTools Inc. 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. INVESTOOLS INC. By: /s/ Ida K. Kane ------------------------------ Ida K. Kane Chief Financial Officer Dated: May 11, 2006 INDEX TO EXHIBITS Exhibit Number Exhibit 99.1 Press Release dated May 11, 2006, issued by INVESTools Inc.