UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 of 15(d) of the Securities Exchange Act of 1934
June 9, 2014
Date of Report (Date of earliest event reported)
LOCAL
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34197 |
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33-0849123 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
7555 Irvine Center Drive
Irvine, California 92618
(Address of principal executive offices, zip code)
(949) 784-0800
(Registrants telephone number, including area code)
N/A
(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 issuer under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
Appointment of David M. Hughes and John M. Payne to Board of Directors
On June 10, 2014, the Registrant issued a press release announcing that David M. Hughes and John M. Payne were appointed to the Board of Directors of the
Registrant on June 9, 2014. A copy of the press release is attached hereto as Exhibit 99.1.
Mr. Hughes, age 45, has served as Chief Executive
Officer of The Search Agency, a global digital marketing company providing a suite of Managed Marketing Services to mid-size companies as well as a SaaS Marketing suite for SMBs and Local businesses. Prior to joining The Search Agency,
Mr. Hughes served as Senior Vice-President, Corporate Development for United Online, Inc., from 1999 to 2004. Mr. Hughes was a Management Consultant with the Boston Consulting Group from 1997 to 1999 and an Associate with Mercer
Management Consulting from 1993 to 1995. Mr. Hughes received his Bachelor of Arts, with Honors, from the University of Western Ontario, and a Masters of Business Administration from Harvard Universitys Graduate School of Business
Administration.
Mr. Hughes will serve as a Class III Director, to serve until the Registrants Annual Meeting of Stockholders to be held in
2016. Mr. Hughes will serve on the Registrants Audit Committee.
Mr. Payne, age 58, has served as the Chairman and President of SimpleAir,
Inc., a technology licensing company which has licensed patents across the smartphone industry since April of 2004. Mr. Payne is the lead Inventor for such patents. Since June of 2013, he has also served as a Managing Director of Outset
Ventures, a startup studio for the development of early stage SaaS, mobile and financial services companies. Since June of 2013, he has served as the Executive Chairman of LOANZ, Inc., an Outset portfolio company which is an emerging leader in
marketplace lending. Mr. Payne served as a member of the Board of Directors of Digital Post Australia, a joint venture with Computershare (AUX: CPU), a global provider of transfer agent and other financial services located in Melbourne,
Australia from October 2011 to May 2013. From April 2010 to June 2013, Mr. Payne served as Chief Executive Officer of Zumbox, Inc. Prior to that, Mr. Payne served in the roles of Jumpstart Chief Executive Officer and subsequently Chairman
of Breach Security, Inc., an application security provider with engineering operations in Herzliya, Israel from June of 2004 to October 2010, when it was acquired by Trustwave, Inc. Prior to Breach Security, Mr. Payne has served as chief
executive officer of a number of technology companies, including CircleUp, Inc., the leading group messaging platform for payments and messaging services, Preventsys, an enterprise regulatory compliance and Security Risk Management Company, Day
Software (SWX: DAYN) a publicly traded leading provider of global enterprise content management solutions, and Stamps.com (NASDQAQ: STMP), a leading provider of postage over the Internet from the US Postal Service.
Mr. Payne will serve as a Class III Director, to serve until the Registrants Annual Meeting of Stockholders to be held in 2016.
Committee Composition
As of June 9, 2014, the
membership of all of the Board committees was set as follows:
Audit Committee:
John Rehfeld (Chairman)
Philip Fricke
David Hughes
Compensation Committee:
John Rehfeld (Chairman)
Philip Fricke
Nominating and Corporate Governance Committee:
Philip Fricke (Chairman)
John Rehfeld
All of the above committees are comprised solely of independent directors.
Mr. Norman Farra serves as the Registrants lead director.
Resignation |
of Heath Clarke from Board of Directors |
On June 9, 2014, Mr. Heath Clarke resigned from the
Board of Directors of the Registrant effective June 9, 2014. Mr. Clarke did not leave the Board of Directors of the Registrant because of any disagreement with the Registrant on any matter relating to the Registrants operations, policies or
practices.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit 99.1 |
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Press Release of Local Corporation dated June 10, 2014. |
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.
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LOCAL CORPORATION |
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Date: June 10, 2014 |
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By: |
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/s/ Kenneth Cragun |
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Kenneth Cragun |
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Chief Financial Officer and Secretary |
Exhibit Index
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Exhibit
Number |
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Description |
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Exhibit 99.1 |
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Press Release of Local Corporation dated June 10, 2014. |
Exhibit 99.1
Local Corporation Appoints Two New Board Members
Strengthens Board with Experts in Digital Marketing and IP Licensing
IRVINE, Calif., June 10, 2014 Local Corporation (NASDAQ: LOCM), a leading local advertising technology company, today announced the
appointment of David M. Hughes, 45, and John M. Payne, 58, to its board of directors.
David and Johns proven track records of strong
leadership and past success in building and leading digital technology companies are a perfect complement to Local Corporations overall strategic vision, said Fred Thiel, Local Corporation chairman and chief executive officer. We
welcome them to our board and look forward to their valuable contributions to our continued growth and success.
David M. Hughes
Hughes brings 15 years of strategic executive leadership experience with public and private companies. He is currently the CEO of The Search Agency, a global
digital marketing company that provides integrated multi-channel online marketing strategies, implementation and ongoing optimization to help partners grow their businesses. In this role, Hughes is responsible for hands on management of the
companys managed services and software-as-a-service platform products.
Prior to joining The Search Agency in 2004, Hughes served as senior vice
president of corporate development for United Online, Inc. He led all user acquisition programs, new products and services for NetZero/Juno customers, broadband services, development and implementation of search services and large strategic
relationships. Hughes also served as a management consultant for the Boston Consulting Group and was an associate with Mercer Management Consulting. Hughes is a graduate of Harvard Universitys Graduate School of Business Administration, where
he received a masters of business administration and the Deans Award for leadership. He also holds a bachelor of arts degree with honors from the University of Western Ontario. He was previously president and a board member of the
2,200-member Harvard Business School Association Club of Southern California and currently serves as a board member for Spark Networks (Lov), YPOLA, and The Huron University College Foundation USA.
John M. Payne
Payne has 30 years of experience leading
public and private companies with a history of success in building or turning around early stage software and technology companies. Payne is currently the CEO of SimpleAir, Inc., an inventor-owned technology licensing company with interests and
intellectual property assets focused on smartphones, wireless content delivery, mobile applications, messaging and push notifications. He also serves as lead inventor for all of the patents in the SimpleAir portfolio, covering more than 12 patents
in two product families. The SimpleAir patent portfolio is widely licensed in the mobile industry by companies that include Apple® for its Apple Push Notification.
Payne has served as CEO of more than 10 digital technology, enterprise security and compliance companies, including Zumbox, the leading provider of digital
postal mail services; Breach Security, Inc., an enterprise application security company; CircleUp, Inc., the leading group messaging platform for payments, wireless and VOIP services; Preventsys, an enterprise regulatory compliance and security risk
management company, which was acquired by McAfee in 2010; and Airmedia, a wireless push technology company. Prior to this, Payne was the CEO and founder of handheld start-up, Fingertip
Technologies, Inc., and Financial MicroSystems, Inc., a provider of banking industry platform automation solutions. He also served as the CEO of two public Internet companies, Stamps.com
(NASDAQ: STMP) and Day Software (SWX: DAYN). As CEO Payne, was responsible for leading the successful IPO of Stamps.com and led the turnaround of enterprise software company, Day Software, which was recently acquired by Adobe. Payne is an
experienced fundraiser who has raised more than $550 million in public and private equity, including more than $150 million in early stage venture capital from well-known venture firms and strategic investors. He currently serves as managing
director for Outset Ventures, a start-up studio that fosters the successful development of multiple companies by providing guidance, resources and capital, and focuses on turning valuable ideas into successful operating companies. Payne also serves
as an advisory board member for Digital Offering LLC and has served on the boards of several private and public companies.
In conjunction with the
appointment of Hughes and Payne, Heath Clarke has resigned from the board effective immediately, but will continue to provide consulting services to the company as previously agreed.
Both Hughes and Payne will serve as a Class III Directors. Hughes will also serve on the companys Audit Committee.
About Local Corporation
Local Corporation (NASDAQ:LOCM)
is a leading local advertising technology company that connects millions of online and mobile consumers with businesses and products through a variety of innovative digital advertising solutions. The companys patented Krillion® local shopping platform aggregates, localizes and distributes dynamic, national and regional retail shopping content, from approximately 120,000 store locations, representing nearly
3 million localized products. For more information, visit: http://www.localcorporation.com or http://www.krillion.com. To download the companys iOS® 7-compatible Havvit
shopping app, go to: iTunes® (http://bit.ly/1d8Y111).
Forward Looking Statements
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as anticipate, plan, will, intend, believe or expect or
variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of
which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Key risks are described in the filings we make with the U.S. Securities
and Exchange Commission. The forward-looking statements in this release speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement for any reason. Unless otherwise stated, all site
traffic and usage statistics are from third-party service providers engaged by the company. Traffic and our monetization of that traffic combine to determine our revenues for any given period. Our traffic volume alone for a period should not be
viewed as demonstrative of our financial results for such period.
IOS is a trademark or registered trademark of Cisco in the U.S. and other countries and
is used under license.
Apple is a registered trademark of Apple Inc.
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Investor Relations Contact:
Kirsten Chapman
LHA
415-433-3777
local@lhai.com
Media Relations Contact:
Cameron Triebwasser
Local Corporation
949-789-5223
ctriebwasser@local.com
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