As filed with the Securities and Exchange Commission on March 23, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARCHEX, INC.
(Exact name of Registrant as specified in its charter)
|
Delaware |
35-2194038 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
520 Pike Street, Suite 2000
Seattle, WA 98101
(Address of Principal Executive Office)
2012 Stock Incentive Plan
(Full title of the plan)
Ethan Caldwell
Chief Administrative Officer, General Counsel, Corporate Secretary and member of the Office of the CEO
Marchex, Inc.
520 Pike Street, Suite 2000
Seattle, WA 98101
(206) 331-3300
(Name and address, including zip code and telephone number, including area code of agent for service)
Copies to:
Francis J. Feeney, Jr., Esq.
Michelle D. Paterniti, Esq.
DLA Piper LLP (US)
33 Arch Street, 26th floor
Boston, MA 02110
(617) 406-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. :
|
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☒ |
|
|
|
|
|
|
|
|
|
Non-accelerated filer |
|
☐ (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
☐ |
|
|
|
|
|
|
|
|
|
Emerging growth company |
|
☐ |
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
Title of each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
|
2012 Stock Incentive Plan |
|
|
|
|
|
Class B Common Stock, $0.01 par value per share |
2,189,624 Shares (2) |
$2.89 (3) |
$6,328,014 |
$787.84 |
|
TOTAL |
2,189,624 Shares |
$2.89 |
$6,328,014 |
$787.84 |
|
(1) |
This registration statement shall also cover any additional shares of Class B common stock which become issuable under the plan being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Class B common stock. |
|
(2) |
Represents an increase in the number of shares authorized for issuance under the 2012 Stock Incentive Plan. |
|
(3) |
Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The computation with respect to unissued options is based upon the average high and low sale prices of the Class B common stock as reported on the NASDAQ Global Select Market on March 19, 2018. |
INTRODUCTION
This Registration Statement on Form S-8 is filed by Marchex, Inc., a Delaware corporation (“Marchex” or the “Company”) to register an additional 2,189,624 shares of the Company’s Class B common stock, par value $0.01 per share, issuable under the Company’s 2012 Stock Incentive Plan (the “Plan”). This Registration Statement consists of only those items required by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not filed as part of this Registration Statement pursuant to the instructions to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with General Instruction E to Form S-8, the following documents previously filed by the Company with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference and made a part hereof:
|
|
(a) |
Registration Statement No. 333-181327 on Form S-8 as filed on May 11, 2012 relating to the Company’s Plan; |
|
|
(b) |
Registration Statement No. 333-187469 on Form S-8 as filed on March 22, 2013 relating to the Company’s Plan; |
|
|
(c) |
Registration Statement No. 333-194508 on Form S-8 as filed on March 12, 2014 relating to the Company’s Plan; |
|
|
(d) |
Registration Statement No. 333-202868 on Form S-8 as filed on March 19, 2015 relating to the Company’s Plan; |
|
|
(e) |
Registration Statement No. 333-210367 on Form S-8 as filed on March 23, 2016 relating to the Company’s Plan; |
|
|
(f) |
Registration Statement No. 333-216935 on Form S-8 as filed on March 24, 2017 relating to the Company’s Plan; |
|
|
(g) |
Our Annual Report on Form 10-K for the year ended December 31, 2017; |
|
|
(h) |
All other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) since the end of the fiscal year covered by the document referred to in (g) above; and |
|
|
(i) |
The description of the Company’s Class B common stock contained in our Registration Statement on Form 8-A filed with the Commission under Section 12(g) of the Exchange Act on March 30, 2004, including any amendment or report filed for the purpose of updating such description. |
In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents.
Item 8. Exhibits.
|
Exhibit Number |
|
Description |
|
4.1 * |
|
|
|
|
|
|
|
5.1 |
|
|
|
|
|
|
|
23.1 |
|
|
|
|
|
|
|
23.2 |
|
|
|
|
|
|
|
23.3 |
|
|
|
|
|
|
|
24.1 |
|
Power of Attorney (included on the signature page to this registration statement). |
|
|
|
|
|
* |
Incorporated by reference to Appendix A of Marchex, Inc.’s Definitive Proxy Statement on Form 14A as filed with the Commission on July 10, 2017 and incorporated herein by reference. |
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on March 23, 2018.
|
|
|
MARCHEX, INC. |
|
|
|
|
|
|
|
|
|
By: |
/s/ MICHAEL ARENDS |
|
|
|
|
Michael Arends |
|
|
|
|
Chief Financial Officer and member of the Office of CEO (Principal Financial and Accounting Officer) |
POWER OF ATTORNEY
We, the undersigned officers and directors of Marchex, Inc., hereby severally constitute and appoint Ethan Caldwell and Michael Arends, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Marchex, Inc. to comply with the provisions of the Securities Act, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
|
Date |
|
|
|
|
|
/s/ ETHAN CALDWELL |
|
March 23, 2018 |
|
Ethan Caldwell Chief Administrative Officer, General Counsel, Corporate Secretary and member of the Office of the CEO and designated Principal Executive Officer for SEC reporting purposes (Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ MICHAEL ARENDS |
|
March 23, 2018 |
|
Michael Arends Chief Financial Officer and member of the Office of the CEO (Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ DENNIS CLINE |
|
March 23, 2018 |
|
Dennis Cline Director |
|
|
|
|
|
|
|
/s/ ANNE DEVEREUX-MILLS |
|
March 23, 2018 |
|
Anne Devereux-Mills Chairman and Director |
|
|
|
|
|
|
|
/s/ RUSSELL C. HOROWITZ |
|
March 23, 2018 |
|
Russell C. Horowitz Executive Director and member of the Office of the CEO |
|
|
|
|
|
|
|
/s/ M. WAYNE WISEHART |
|
March 23, 2018 |
|
M. Wayne Wisehart Director |
|
|
March 23, 2018
Marchex, Inc.
520 Pike Street, Suite 2000
Seattle, WA 98101
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on March 23, 2018 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,189,624 shares of Class B Common Stock, par value $0.01 per share, reserved for issuance under the Marchex, Inc. 2012 Stock Incentive Plan. Such shares of Class B Common Stock are referred to herein as the “Shares” and such plan is referred to herein as the “Plan”. As your counsel in connection with the foregoing transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany each grant under the Plan, the Shares will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
|
|
|
Very truly yours, |
|
|
|
DLA PIPER LLP (US) |
|
|
|
/s/ DLA PIPER LLP (US) |
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Marchex, Inc. (the “Company”) of our reports dated March 14, 2018, relating to the 2017 consolidated financial statements of Marchex, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Marchex, Inc. and subsidiaries as of December 31, 2017, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission.
/s/ Moss Adams LLP
Seattle, Washington
March 23, 2018
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Marchex, Inc:
We consent to the use of our report dated March 8, 2017, with respect to the consolidated balance sheets of Marchex, Inc. as of December 31, 2016, and the related consolidated statements of operations, stockholders’ equity, and cash flows, for each of the years in the two-year period ended December 31, 2016, incorporated herein by reference.
/s/ KPMG LLP
Seattle, Washington
March 23, 2018