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): November 14, 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 7.01 | Regulation FD Disclosure. |
On November 15, 2006, Marchex, Inc. (“Marchex”) issued a press release announcing that its Board of Directors (i) declared a quarterly cash dividend of $0.02 per share of Class A common stock and Class B common stock, which is payable on February 15, 2007 to stockholders of record as of the close of business on February 2, 2007, and (ii) adopted a share repurchase program of up to 3 million shares of Marchex’s Class B common stock through open market and privately negotiated transactions, at times and in such amounts as the company deems appropriate. While Marchex intends to pay regular quarterly dividends for the foreseeable future, the declaration and payment of future dividends are discretionary and will be subject to determination by the Board of Directors each quarter following its review of Marchex’s financial performance. 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Marchex, Inc., dated November 15, 2006. | |
2
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: November 15, 2006 | MARCHEX, INC. | |||||||
| By: |
/s/ Russell C. Horowitz | |||||||
| Name: | Russell C. Horowitz | |||||||
| Title: | Chairman and Chief Executive Officer | |||||||
3
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of Marchex, Inc., dated November 15, 2006. | |
4
Exhibit 99.1
Marchex Authorizes 3 Million Share Stock Repurchase Program and Initiates Quarterly Cash Dividend
SEATTLE, WA – November 15, 2006–Marchex, Inc. (NASDAQ: MCHX, MCHXP) today announced that its Board of Directors has authorized the repurchase of up to 3 million shares of the company’s Class B common stock as well as the initiation of a quarterly cash dividend for holders of the company’s Class A common stock and Class B common stock.
Share Repurchase Program:
The share repurchase program authorizes the purchase of up to 3 million shares of the company’s Class B common stock through open market and privately negotiated transactions, at times and in such amounts as the company deems appropriate. No shares will be knowingly purchased from company insiders or their affiliates. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. This stock repurchase program does not have an expiration date and may be limited or terminated at any time without prior notice.
Quarterly Cash Dividend:
Marchex’s quarterly cash dividend will be initiated at $0.02 per share of Class A common stock and Class B common stock and is payable on February 15, 2007 to shareholders of record as of the close of business on February 2, 2007. The aggregate quarterly dividend is currently estimated at approximately $830,000. The indicated annual cash dividend, subject to capital availability, is $0.08 per common share or approximately $3.3 million.
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, certain statements and expectations regarding the asset acquisition, 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
VP of Public Relations
Marchex, Inc.
206-331-3344
mark@marchex.com
Investor Relations:
Trevor Caldwell
VP of Investor Relations & Strategic Initiatives
206-331-3316
tcaldwell@marchex.com
#####