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): July 29, 2004
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) 774-5000
(Registrant’s telephone number, including area code)
Item 7. Financial Statements and Exhibits
(c) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release of Marchex, Inc. dated July 29, 2004. | |
Item 9. Regulation FD Disclosure
Agreement to Acquire goClick.com, Inc.
The information in this Current Report (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
In a press release dated July 29, 2004, Marchex, Inc. (the “Registrant”) announced it has signed a definitive agreement to acquire privately held goClick.com, Inc. (www.goclick.com), a provider of marketing technology and services for small merchants, for $12.5 million in a combination of cash and stock. The full text of the press release issued in connection with this announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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.
| MARCHEX, INC. | ||||||
| Date: July 29, 2004 |
By: |
/s/ Russell C. Horowitz | ||||
| Name: Title: |
Russell C. Horowitz Chairman and Chief Executive Officer | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of Marchex, Inc. dated July 29, 2004. | |
Exhibit 99.1
Marchex Acquires Marketing Technology Provider for Small Merchants
SEATTLE, WA – July 29, 2004 — Marchex, Inc., a leading provider of technology-based services for merchants engaged in online transactions, today announced the acquisition of goClick.com, Inc. (www.goclick.com), a provider of marketing technology and services for small merchants, for $12.5 million in a combination of cash and stock. The acquisition is effective immediately and is anticipated to be accretive to Marchex’s adjusted operating income before amortization.
goClick is focused on technologies in the areas of advertising partner management and automated advertiser account management services, all of which enable small businesses to easily develop and manage pay-per-click advertising programs. goClick’s emphasis has been, and will continue to be, on servicing small merchants which are not serviced by larger providers in the pay-per-click industry.
“We know that our larger partner organizations are focused on servicing the high end of the advertiser market. Therefore, we believe that we can continue to add value to our large distribution partners by focusing on a broader segment of the advertiser market – the small merchants and local merchants,” said Peter Christothoulou, Marchex Chief Strategy Officer. “In this case, we are doing that by adding technology tools and a group of merchants that can complement the advertiser bases of our distribution partners.”
About Marchex, Inc.:
Marchex (NASDAQ: MCHX) (www.marchex.com) provides technology-based services to merchants engaged in online transactions. Currently, the company delivers the following services in support of its partners: pay-per-click listings, search inclusion, paid inclusion, natural search engine optimization, local search marketing applications, and conversion tracking and analysis. Marchex’s operating businesses include Enhance Interactive (www.enhance.com) and TrafficLeader® (www.trafficleader.com).
Safe Harbor Statement
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included on this press release regarding our strategy, future operations, future financial position, future revenues, 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 filed with the SEC. We disclaim any intention or obligation to update any forward-looking statements.
For further information, contact:
Press:
Mark S. Peterson
VP of Public Relations
Marchex, Inc.
206-331-3344
mark@marchex.com
Investor relations:
Trevor Caldwell
Director of Investor Relations & Strategic Initiatives
Marchex, Inc.
206-331-3316
tcaldwell@marchex.com
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