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): June 23, 2017

 

Marchex, Inc.

(Exact name of Registrant as Specified in its Charter)

  

 

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):

 Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

 

 

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Item 4.01 Changes in Registrant’s Certifying Accountant.

 On June 23, 2017, the Audit Committee of the Board of Directors of Marchex, Inc., a Delaware corporation (the “Corporation” and “Marchex”) dismissed KPMG, LLP (“KPMG”) as its independent registered public accounting firm.

 KPMG's reports on the Corporation’s financial statements for the fiscal years ended December 31, 2015 and 2016 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During our two most recent fiscal years ended December 31, 2015 and 2016, and through June 23, 2017, the date of KPMG's dismissal, we had no disagreements (as defined in Item 304 of Regulation S-K) with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to KPMG's satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with any opinion to the subject matter of the disagreement. Furthermore, during the period of KPMG’s retention, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

We have provided KPMG with a copy of the disclosures made in this current report on Form 8-K (this “Report”) prior to the time this Report was filed with the Securities and Exchange Commission (the “SEC”). We requested that KPMG furnish a letter addressed to the SEC stating whether it agrees with our statements made in this Report. A copy of KPMG's letter dated June 28, 2017, is attached as Exhibit 16.1 hereto.

On June 23, 2017, our Audit Committee engaged Moss Adams LLP (“Moss Adams”), which is an independent registered public accounting firm registered with, and governed by the rules of, the Public Company Accounting Oversight Board, as the Corporation’s independent registered public accounting firm. During the two most recent fiscal years ended December 31, 2015 and 2016, and through June 23, 2017, neither the Corporation nor anyone on the Corporation’s behalf consulted Moss Adams regarding either (i) the application of accounting principles to a specified transaction regarding the Corporation, either completed or proposed, or the type of audit opinion that might be rendered on the Corporation’s financial statements, and neither a written report nor oral advice was provided to the Corporation that was an important factor considered by the Corporation in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

 

 

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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.

 

 

 

Exhibit 16.1

June 28, 2017

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Marchex, Inc. and subsidiaries (the Company) and, under the date of March 8, 2017, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2015 and 2016. On June 23, 2017, we were dismissed. We have read the Company’s statements included under Item 4.01 of its Form 8-K dated June 28, 2017, and we agree with such statements, except that we are not in a position to agree or disagree with the Company’s statement that Moss Adams LLP was not engaged regarding the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Very truly yours,

 

/s/ KPMG LLP