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): October 18, 2006
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. |
(b) On October 18, 2006, Rick Thompson resigned from the board of directors of the Company, effective October 19, 2006.
(d) On October 18, 2006, Anne Devereux was appointed to the board of directors of the Company and to the Audit, Compensation, and Nominating & Governance Committees thereof, effective October 19, 2006. In connection with such appointment, the Compensation Committee awarded Ms. Devereux 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 at an exercise price of $16.51 per share, the closing price of the Company’s Class B common stock on the Nasdaq Global Market on October 19, 2006 (the “Grant Date”). 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.
There is no arrangement or understanding between Ms. Devereux and any other person pursuant to which she was selected as a director of the Company. There are no transactions in which Ms. Devereux has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On October 20, 2006, the Company issued a press release regarding Mr. Thompson’s resignation and the appointment of Ms. Devereux 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 October 20, 2006. | |
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: October 20, 2006 |
MARCHEX, INC. | |||||||
| By: |
/s/ Russell C. Horowitz | |||||||
| Name: |
Russell C. Horowitz | |||||||
| Title: |
Chairman and Chief Executive Officer | |||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 20, 2006. | |
Exhibit 99.1
Marchex Names Anne Devereux to Board of Directors
SEATTLE, WA – October 20, 2006 – Marchex, Inc. (NASDAQ: MCHX, MCHXP) today announced that Anne Devereux has joined its Board of Directors, effective October 19th. Devereux replaces Rick Thompson, who has stepped down from the Board to devote more time to his position as a Vice President at Microsoft Corporation.
“While the evolution of my responsibilities at Microsoft has led to this change, I have enjoyed serving on the Marchex Board and will continue to offer my advice and assistance to Russ and the executive management team at Marchex,” said Thompson.
“Rick has been an important contributor to Marchex over the past four years, and we very much appreciate what he has done for us,” said Russell C. Horowitz, Marchex Chairman and CEO. “At the same time, we are very pleased to add someone of Anne’s background and capabilities to our Board of Directors, given her advertising industry knowledge and operational experience.”
Devereux has more than 20 years of experience in marketing and advertising. Devereux currently serves as CEO of TBWA\WorldHealth and also CEO of LLNS, both of which are divisions of Omnicom Group Inc. (NYSE: OMC). TBWA\WorldHealth is one of the largest global marketing services networks dedicated to healthcare and lifestyle brands; LLNS is a leading healthcare communications agency. Prior to these roles, Devereux was the Chief Integration Officer as well as Managing Director of all health-related assignments within BBDO New York, representing clients such as GE, Pepsi, Fed-Ex, Campbell’s, Gillette, Pfizer, Glaxo SmithKline and Schering-Plough. Before joining BBDO, Devereux was President and Founder of Consumer Healthworks, one of the first agencies to specialize in direct-to-consumer advertising for healthcare brands.
“In a relatively short period of time, Marchex has built a leading search and media company that connects millions of consumers to thousands of advertisers. I am very excited to be involved with Marchex, and I look forward to providing guidance and support wherever I can,” said Devereux.
About Marchex, Inc.
Marchex (www.marchex.com) is a technology driven search and media company focused on vertical and local online traffic. Specifically, the company is focused on search marketing, local search, and direct navigation. Marchex’s platform of integrated performance-based advertising and search marketing services enables merchants to efficiently market and sell their products and services across multiple online distribution channels, including search engines, product shopping engines, directories and selected Web sites.
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 in 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 and registration statement filed with the SEC. We disclaim any intention or obligation to update any forward-looking statements.
For further information, contact:
Press:
Mark S. Peterson
Vice President of Public Relations
206.331.3344
mark@marchex.com
Investor Relations:
Trevor Caldwell
Vice President of Investor Relations & Strategic Initiatives
Marchex, Inc.
206.331.3316
tcaldwell@marchex.com
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