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): November 17, 2008
Marchex, Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 000-50658 | 35-2194038 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
413 Pine Street
Suite 500
Seattle, Washington 98101
(Address of Principal Executive Offices)
(206) 331-3300
(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 (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. |
(d) On November 17, 2008, M. Wayne Wisehart (“Wisehart”) was appointed to the Company’s board of directors and to the audit committee thereof as chairman and the continuing members of the audit committee shall be Dennis M. Cline and Jonathan Fram.
In connection with such appointment, the compensation committee granted Wisehart the following equity awards: (i) a non-qualified stock option to purchase 40,000 shares of the Company’s Class B common stock under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) at an exercise price of $5.61 per share, the closing price of the Company’s Class B common stock on the Nasdaq Global Market on November 17, 2008 (the “Grant Date”), and (ii) a restricted stock award under the Plan to purchase an aggregate of 3,700 shares of the Company’s Class B common stock in his capacities as director and chairman of the audit committee on the Grant Date and at an exercise price of $0.01 per share.
The nonqualified stock option will vest in accordance with the following vesting schedule: 25% of the aggregate amount of such shares will vest on the first anniversary of the Grant Date and the remainder of such shares will vest quarterly thereafter over the next three year period in equal increments of 6.25% of the aggregate amount of such shares with accelerated vesting upon certain events as set forth in such non-qualified stock option agreement. The restricted stock award will vest in full on May 9, 2009 assuming continued service on the board for such period with accelerated vesting upon certain events as set forth in such restricted stock agreement. In connection with such appointment, the Company entered into a director indemnification agreement with Wisehart.
There is no arrangement or understanding between Wisehart and any other person pursuant to which he was selected as a director of the Company. There are no transactions in which Wisehart has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On November 18, 2008, the Company issued a press release regarding the appointment of Wisehart to the board of directors of the Company. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated November 18, 2008. | |
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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.
| Date: November 18, 2008 | MARCHEX, INC. | |||||||
| By: | /s/ Russell C. Horowitz | |||||||
| Name: | Russell C. Horowitz | |||||||
| Title: | Chairman and Chief Executive Officer | |||||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated November 18, 2008. | |
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Exhibit 99.1
Former aQuantive CFO M. Wayne Wisehart Joins Marchex Board of Directors
SEATTLE, WA – (Tuesday November 18, 2008) – Marchex, Inc. (NASDAQ: MCHX), a local search and advertising company, today announced the appointment of M. Wayne Wisehart to its Board of Directors, effective November 17, 2008. Wisehart most recently served as the CFO of aQuantive, a leading global digital marketing company, which was acquired by Microsoft in July 2007. Prior to aQuantive, he served as the CFO at Western Wireless Corporation.
“Wayne brings more than 30 years of experience and a successful track record building and running financial operations, as well as providing strategic guidance at market-leading companies including aQuantive and Western Wireless,” said Russell C. Horowitz, Marchex Chairman and CEO. “Wayne is an outstanding addition to our Board of Directors and we welcome his wealth of experience in the advertising, mobile, and telecommunications sectors, all of which will further expand the breadth and depth of our Board.”
“Marchex, and the executive team, have done a phenomenal job of growing the organization. They are incredibly focused and have the right assets and financial discipline, which are the building blocks of great companies. I am very much looking forward to helping the team execute and build leading market share in the local industry,” said Wisehart.
Wisehart served as the CFO of aQuantive, Inc. from March 2006 until September 2007. Prior to aQuantive, he served as CFO of Western Wireless Corporation, a cellular phone service provider, which was acquired by Alltel in August 2005. Wisehart also served as the CFO of iNNERHOST, Inc., a Web hosting services company, and as the President and CEO of Price Communications Wireless, now part of Verizon Wireless. Wisehart serves on the Board of Directors of EarthLink, Inc.
In addition to Mr. Wisehart, the Marchex Board of Directors includes Dennis Cline, Anne Devereux, Jonathan Fram, Nicolas Hanauer, Russell C. Horowitz, Chairman and CEO, and John Keister, President and COO.
About Marchex
Marchex, Inc. (www.marchex.com) is a local search and advertising company. Marchex’s innovative advertising platform delivers search- and call-based marketing products and services for local and national advertisers. Marchex’s local search network, one of the largest online, helps consumers make better, more informed local decisions through its content-rich Web sites that reach tens of millions of unique visitors each month.
Forward-looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenues, acquisitions, projected costs, prospects, plans and objectives of management are forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking
statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. There are a number of important factors that could cause Marchex’s actual results to differ materially from those indicated by such forward-looking statements which are described in the “Risk Factors” section of our most recent periodic report and registration statement filed with the SEC. All of the information provided in this release is as of November 9, 2008 and Marchex undertakes no duty to update the information provided herein.
For further information, contact:
Marchex Press:
P. Kevin Horn
Telephone: 206.331.3474
Email: khorn@marchex.com
Marchex Investor Relations:
Trevor Caldwell
Telephone: 206.331.3600
Email: ir@marchex.com