As filed with the Securities and Exchange Commission on April 22, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARCHEX, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
35-2194038 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1200 5th Ave, Suite 1300
Seattle, WA 98101
(Address of Principal Executive Office)
2021 Stock Incentive Plan
(Full title of the plan)
Francis J. Feeney
Secretary
Marchex, Inc.
1200 5th Ave., Suite 1300
Seattle, WA 98101
(206) 331-3300
(Name and address, including zip code and telephone number, including area code of agent for service)
Copies to:
Andrew D. Ledbetter, Esq.
DLA Piper LLP (US)
701 Fifth Avenue, Suite 6900
Seattle, WA 98104
(206) 839-4845
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. :
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 7(a)(2)(B) of the Securities Act.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Marchex, Inc., a Delaware corporation (“Marchex” or the “Company”) to register an additional 1,299,680 shares of the Company’s Class B common stock, par value $0.01 per share, issuable under the Company’s 2021 Stock Incentive Plan (the “Plan”). This Registration Statement consists of only those items required by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not filed as part of this Registration Statement pursuant to the instructions to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with General Instruction E to Form S-8, the following documents previously filed by the Company with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference and made a part hereof:
In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents.
Item 8. Exhibits.
Exhibit Number |
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Description |
4.1 * |
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5.1 |
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23.1 |
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23.2 |
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24.1 |
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Power of Attorney (included on the signature page to this registration statement). |
107 |
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* Incorporated by reference to Appendix A of Marchex, Inc.’s Definitive Proxy Statement on Form 14A (File No. 000-50658) as filed with the Commission on August 20, 2021 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on April 22, 2024.
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MARCHEX, INC. |
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By: |
/s/ HOLLY A. AGLIO |
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Holly A. Aglio |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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POWER OF ATTORNEY
We, the undersigned officers and directors of Marchex, Inc., hereby severally constitute and appoint Holly A. Aglio as our true and lawful attorney with full power to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Marchex, Inc. to comply with the provisions of the Securities Act, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Date |
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/s/ EDWIN MILLER |
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April 22, 2024 |
Edwin Miller |
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Chief Executive Officer (Principal Executive Officer) |
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/s/ HOLLY A. AGLIO |
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April 22, 2024 |
Holly A. Aglio Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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/s/ RUSSELL C. HOROWITZ |
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April 22, 2024 |
Russell C. Horowitz Chairman |
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/s/ MICHAEL A. ARENDS |
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April 22, 2024 |
Michael A. Arends Vice Chairman |
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/s/ DENNIS CLINE |
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April 22, 2024 |
Dennis Cline Director |
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/s/ DONALD COGSVILLE |
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April 22, 2024 |
Donald Cogsville Director |
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/s/ M. WAYNE WISEHART |
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April 22, 2024 |
M. Wayne Wisehart Director |
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Exhibit 5.1
April 22, 2024
Marchex, Inc.
1200 Fifth Avenue, Suite 1300
Seattle, WA 98101
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Marchex, Inc., a Delaware corporation (the “Company”), in connection with the registration on Form S‑8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), of up to 1,299,680 shares of Class B Common Stock, par value $0.01 per share (the “Shares”), reserved for issuance under the Marchex, Inc. 2021 Stock Incentive Plan (the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have examined such instruments, documents and records as we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. As to matters of fact relevant to our opinion set forth below, we have relied, without independent investigation, on certificates of public officials and of officers of the Company. We express no opinion concerning any law other than the laws of the State of Delaware.
On the basis of the foregoing, we are of the opinion that, when the Shares are issued and paid for in accordance with the terms of the Plan, they will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, or the Registration Statement. This opinion is rendered as of the date hereof, and we assume no obligation to advise you of any fact, circumstance, event or development that may hereafter be brought to our attention whether or not such occurrence would alter, affect or modify the opinion expressed herein.
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Very truly yours, |
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DLA PIPER LLP (US) |
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/s/ DLA PIPER LLP (US) |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Marchex, Inc. of our report dated March 29, 2024, relating to the consolidated financial statements of Marchex, Inc., appearing in the Annual Report on Form 10-K of Marchex, Inc. for the year ended December 31, 2023.
/s/ RSM US LLP
Seattle, Washington
April 22, 2024
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(FORM TYPE)
MARCHEX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TABLE 1: NEWLY REGISTERED SECURITIES
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Equity |
2021 Stock Incentive Plan, Class B Common Stock, $0.01 par value per share |
457(h) |
1,299,680 (2) |
$1.2550 (3) |
$1,631,098 |
$147.60 per $1,000,000 |
$240.75 |
Total Offering Amounts |
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$1,631,098 |
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Total Fee Offsets |
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Net Fee Due |
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$240.75 |
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