MCHX Marchex Inc

As filed with the Securities and Exchange Commission on March 19, 2015

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)

 

 

 

Delaware		35-2194038
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Marchex, Inc.

520 Pike Street, Suite 2000

Seattle, WA 98101

(Address of Principal Executive Offices)

2012 Stock Incentive Plan

(Full title of the plan)

Peter Christothoulou

Chief Executive Officer

Marchex, Inc.

520 Pike Street, Suite 2000

Seattle, WA 98101

(206) 331-3300

(Name and address, including zip code and telephone number, including area code of agent for service)

 

 

Copies to:

Francis J. Feeney, Jr., Esq.

Michelle D. Paterniti, Esq.

DLA Piper LLP (US)

33 Arch Street, 26^th floor

Boston, MA 02110

(617) 406-6000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be Registered (1)		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
2012 Stock Incentive Plan
Class B Common Stock, $0.01 par value per share		2,102,493 Shares (2)		$4.12 (3)		$8,662,271.16		$1,006.56
TOTAL		2,102,493 Shares		$4.12		$8,662,271.16		$1,006.56

(1)

This registration statement shall also cover any additional shares of Class B common stock which become issuable under the plan being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Class B common stock.

(2)	Represents an increase in the number of shares authorized for issuance under the 2012 Stock Incentive Plan.

(3)

Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The computation with respect to unissued options is based upon the average high and low sale prices of the Class B common stock as reported on the NASDAQ Global Select Market on March 13, 2015.

 

 

 

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INTRODUCTION

This Registration Statement on Form S-8 is filed by Marchex, Inc., a Delaware corporation (“Marchex” or the “Company”) to register an additional 2,102,493 shares of the Company’s Class B common stock, par value $0.01 per share, issuable under the Company’s 2012 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:

(a) Registration Statement No. 333-181327 on Form S-8 as filed on May 11, 2012 relating to the Company’s Plan;

(b) Registration Statement No. 333-187469 on Form S-8 as filed on March 22, 2013 relating to the Company’s Plan;

(c) Registration Statement No. 333-194508 on Form S-8 as filed on March 12, 2014 relating to the Company’s Plan;

(d) Our Annual Report on Form 10-K for the year ended December 31, 2014;

(e) All other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) since the end of the fiscal year covered by the document referred to in (c) above; and

(f) The description of the Company’s Class B common stock contained in our Registration Statement on Form 8-A filed with the Commission under Section 12(g) of the Exchange Act on March 30, 2004, including any amendment or report filed for the purpose of updating such description.

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.

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Item 8. Exhibit

 

Exhibit Number		Description
4.1 *		2012 Stock Incentive Plan.
5.1		Opinion of DLA Piper LLP (US).
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
23.2		Consent of KPMG LLP.
24.1		Power of Attorney (included on the signature page to this registration statement).

 

*	Incorporated by reference to Appendix A of Marchex, Inc.’s Definitive Proxy Statement on Form 14A as filed with the Commission on April 9, 2012 and incorporated herein by reference.

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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 March 19, 2015.

 

POWER OF ATTORNEY

We, the undersigned officers and directors of Marchex, Inc., hereby severally constitute and appoint Peter Christothoulou and Michael Arends, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, 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 attorneys, or any of them, 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.

 

Signature		Date
/s/ Peter Christothoulou		March 19, 2015
Peter Christothoulou
Chief Executive Officer (Principal Executive Officer)
/s/ Michael Arends		March 19, 2015
Michael Arends
Chief Financial Officer (Principal Financial Officer)
/s/ Michael M. Miller		March 19, 2015
Michael M. Miller
Senior VP Accounting and Corporate Controller (Principal Accounting Officer)
/s/ Dennis Cline		March 19, 2015
Dennis Cline
Director

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Signature		Date
/s/ Anne Devereux-Mills		March 19, 2015
Anne Devereux-Mills
Director
/s/ Nicolas J. Hanauer		March 19, 2015
Nicolas J. Hanauer
Vice Chairman and Director
/s/ Russell C. Horowitz		March 19, 2015
Russell C. Horowitz
Executive Director
/s/ Clark Kokich		March 19, 2015
Clark Kokich
Executive Chairman and Director
/s/ Ian Morris		March 19, 2015
Ian Morris
Director
/s/ M. Wayne Wisehart		March 19, 2015
M. Wayne Wisehart
Director

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INDEX TO EXHIBITS

 

Exhibit Number		Description
4.1*		2012 Stock Incentive Plan.
5.1		Opinion of DLA Piper LLP (US).
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
23.2		Consent of KPMG LLP.
24.1		Power of Attorney (included on the signature page to this registration statement).

 

*	Incorporated by reference to Appendix A of Marchex, Inc.’s Definitive Proxy Statement on Form 14A as filed with the Commission on April 9, 2012 and incorporated herein by reference.

Exhibit 5.1

March 19, 2015

Marchex, Inc.

520 Pike Street, Suite 2000

Seattle, WA 98101

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on March 19, 2015 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,102,493 shares of Class B Common Stock, par value $0.01 per share, reserved for issuance under the Marchex, Inc. 2012 Stock Incentive Plan. Such shares of Class B Common Stock are referred to herein as the “Shares” and such plan is referred to herein as the “Plan”. As your counsel in connection with the foregoing transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan.

It is our opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany each grant under the Plan, the Shares will be legally and validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

 

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Marchex, Inc:

We consent to the use of our reports dated March 10, 2015, with respect to the consolidated balance sheets of Marchex, Inc. as of December 31, 2013 and 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the each of the years in the three-year period ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, incorporated herein by reference.

/s/ KPMG LLP

Seattle, Washington

March 19, 2015