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): December 12, 2017
Marchex, Inc.
(Exact name of Registrant as Specified in its Charter)
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Delaware |
000-50658 |
35-2194038 |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
On December 12, 2017, Marchex, Inc. (“Marchex”) issued a press release announcing that its Board of Directors has declared a special cash dividend in the amount of $0.50 per share on its common stock, which is payable on March 21, 2018 to the holders of record as of the close of business on March 8, 2018. 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 (including Exhibit 99.1) 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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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.
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MARCHEX, INC. |
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Date: December 12, 2017 |
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By: |
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/s/ MICHAEL A. ARENDS |
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Name: |
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Michael A. Arends |
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Title:
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Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 99.1
Marchex Announces Special Cash Dividend for Common Stock
(SEATTLE)—December 12, 2017 – Marchex, Inc. (NASDAQ:MCHX), a leading provider of call analytics that drive, measure, and convert callers into customers, announced today that the company's Board of Directors has declared a special cash dividend in the amount of $0.50 per share on its common stock. Marchex will pay this dividend on March 21, 2018 to the holders of record as of the close of business on March 8, 2018.
“We’ve made significant strides over the last year in stabilizing our business. While there is more to do, we are focused on unlocking the opportunities for value creation within the call and speech analytics industry,” said Michael Arends, Chief Financial Officer. “Given the strength of our balance sheet, we believe we can issue this dividend while continuing to retain the flexibility to pursue new opportunities. This special dividend is consistent with our sound capital management policies and our commitment to providing a meaningful return to our stockholders.”
Marchex is continuing its strategic review and as part of this review believes there may be opportunities, including potential acquisitions, to create strategic, financial and/or operational advantages and, over time, additional levers for growth, profitability, and diversification.
About Marchex
Marchex understands the best customers are those who call your company - they convert faster, buy more, and churn less. Marchex provides solutions that help companies drive more calls, understand what happens on those calls, and convert more of those callers into customers. Our actionable intelligence strengthens the connection between companies and their customers, bridging the physical and digital world, to help brands maximize their marketing investments and operating efficiencies to acquire the best customers.
Please visit https://www.marchex.com/blog 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.
Marchex, Inc.
Investor Relations
Trevor Caldwell, 206-331-3600
ir@marchex.com
Media Inquiries:
Jessie DiMariano
Edelman
206-268-2289
jessie.dimariano@edelman.com