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): August 9, 2005
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 if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 of the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act |
| Item 7.01. | Regulation FD Disclosure. |
Marchex, Inc. (“Marchex”) permits its directors, officers and certain employees to enter into stock trading plans with respect to Marchex common stock which are intended to qualify for the safe harbor under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”), subject to Marchex’s applicable guidelines and policies on insider trading.
On August 9, 2005, Peter Christothoulou, the Chief Strategy Officer of Marchex and Walter Korman, Marchex’s Senior Vice President of Engineering, established sales plans in accordance with Rule 10b5-1, to provide for pre-determined sales of a portion of their Marchex common stock as part of their individual long-term asset diversification and liquidity strategies, subject to certain contingencies.
Under the Rule 10b5-1 plans, Mr. Christothoulou will sell up to a minimum of 85,000 shares and up to a maximum of 255,000 shares over a period of up to eighteen months, which, if the maximum is sold, represents approximately 35% of Mr. Christothoulou’s current direct and indirect holdings of Marchex common stock and approximately 1% of the currently outstanding Class B common stock of Marchex at August 9, 2005 and less than 1% of the currently outstanding total common stock of Marchex at August 9, 2005; and Mr. Korman will sell up to a maximum of 50,000 shares over a period of up to six months, which, if the maximum is sold, represents approximately 30% of Mr. Korman’s current holdings of Marchex common stock and options to purchase common stock and less than 1% of the currently outstanding Class B common stock and total common stock of Marchex at August 9, 2005. Both plans provide for sales of specified share amounts at specific market prices, subject to specified limitations and require that such sales are disclosed publicly through appropriate filings with the Securities and Exchange Commission.
The Rule 10b5-1 plans identified above were adopted in accordance with the Marchex Code of Conduct for all officers, directors and employees. Rule 10b5-1 permits the implementation of written, prearranged stock trading plans by insiders when the insiders are not in possession of material non-public information. Such plans allow insiders to diversify their holdings and to minimize the market impact of stock sales by spreading them out over time.
The information in this Current Report 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. The information in this Current Report 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.
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: August 9, 2005 |
MARCHEX, INC. | |||||||
| By: |
/s/ Russell C. Horowitz | |||||||
| Name: |
Russell C. Horowitz | |||||||
| Title: |
Chairman and Chief Executive Officer (Principal Executive Officer) | |||||||