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): April 21, 2015
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.) |
520 Pike Street
Suite 2000
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 7.01 Regulation FD Disclosure.
On April 22, 2015, Marchex, Inc. (“Marchex”) issued a press release announcing the sale of the bulk of its domain portfolio in a series of transactions for aggregate sale proceeds of $34.8 million, which includes $28.1 million at closing from GoDaddy.com LLC (plus additional earn-out payments subject to achieving certain sales targets) pursuant to an Asset Purchase Agreement dated as of April 21, 2015, as well as $6.7 million in direct domain sales by Marchex since January 2015. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Item 9.01(d) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Safe Harbor Disclosure
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Securities Act and of the Exchange Act that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this Current Report on Form 8-K regarding our strategy, future operations, future financial position, future revenues, other financial guidance, acquisitions, dispositions, projected costs, prospects, plans and objectives of management are forward-looking statements.
Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in Marchex’s filings with the Securities and Exchange Commission (“SEC”) including but not limited to the risks discussed under Item 1A “Risk Factors” in Marchex’s Annual Report on Form 10-K for the year ended December 31, 2014, as well as our other SEC filings. Marchex undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release of Marchex, dated April 22, 2015. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Marchex has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 22, 2015 | MARCHEX, INC. | |||
| By: | /s/ Peter Christothoulou | |||
| Name: | Peter Christothoulou | |||
| Title: | Chief Executive Officer | |||
Exhibit 99.1
Marchex Announces Sale of its Domain Assets
SEATTLE – April 22 – Marchex, Inc. (NASDAQ: MCHX), a mobile advertising analytics company, today announced the sale of the bulk of its domain portfolio for aggregate proceeds of $34.8 million, as well as additional earn-out considerations. The $34.8 million total includes a $28.1 million transaction detailed below, as well as $6.7 million in direct domain sales by Marchex since January 2015.
The company has entered into a definitive agreement to sell more than 200,000 domains to GoDaddy Inc., the world’s largest technology provider dedicated to small businesses. Under the agreement, Marchex received cash consideration of $28.1 million upon closing plus additional earn-out payments subject to certain sales targets.
“Our complete focus is on establishing Marchex as the world’s leading mobile advertising analytics company,” said Pete Christothoulou, Marchex Chief Executive Officer. “A significant and growing majority of the consumer engagement and sales driven by mobile advertising happens offline, such as through phone calls. Narrowing our focus on this opportunity, while growing our balance sheet, strengthens our ability to continue delivering technology solutions that bring accountability to mobile advertising and transform business performance for our clients.”
About Marchex:
Marchex is a mobile advertising analytics company that connects online behavior to real-world, offline actions. By linking critical touchpoints in the customer journey, Marchex’s products enable a 360-degree view of marketing effectiveness. Brands and agencies utilize Marchex’s products to transform business performance.
Please visit www.marchex.com, blog.marchex.com or @marchex on Twitter (Twitter.com/Marchex), where Marchex discloses material information from time to time about the company, its financial information, and its business.
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 April 22, 2015 and Marchex undertakes no duty to update the information provided herein.
For further information, contact:
Trevor Caldwell
Marchex Investor Relations
Telephone: 206.331.3600
Email: ir(at)marchex.com
or
MEDIA INQUIRIES
Mark S. Peterson
Marchex Corporate Communications
Telephone: 206.390.0204
Email: mark(at)pointerpr.com