Attached files
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EX-99.1 - EX-99.1 - LOCAL Corp | a59424exv99w1.htm |
EX-10.1 - EX-10.1 - LOCAL Corp | a59424exv10w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934
April 29, 2011
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
LOCAL.COM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-34197 | 33-0849123 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
7555 Irvine Center Drive
Irvine, California 92618
(Address of principal executive offices, zip code)
Irvine, California 92618
(Address of principal executive offices, zip code)
(949) 784-0800
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the issuer under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-10.1 | ||||||||
EX-99.1 |
Table of Contents
Item 1.01 Entry Into a Material Definitive Agreement.
On April 29, 2011, Local.com Corporation (the Registrant) entered into a Stock Purchase Agreement
(the Agreement) with Krillion, Inc., a Delaware corporation (Krillion), all of the stockholders
of Krillion (the Krillion Stockholders) and Hummer Winblad Venture Partners V, L.P., as
stockholders agent (the Stockholders Agent) to purchase all of the outstanding shares of
Krillion for an aggregate purchase price of $3.5 million in cash (the Purchase Price). The
Purchase Price is subject to working capital adjustments as outlined in the Agreement.
The Agreement contains representations and warranties of the parties that are customary for a
transaction of this type, which generally survive for a period after the closing date. The
representations and warranties made with respect to Krillion are qualified by information contained
in confidential disclosure schedules provided to the Registrant in connection with the execution of
the Agreement. Although certain of the information contained in the disclosure schedules may be
non-public, the Registrant does not believe that this information is required to be publicly
disclosed under the Federal securities laws. Moreover, certain of these representations and
warranties may not be accurate or complete as of a specific date because they are subject to a
contractual standard of materiality that may be different from the standard generally applied under
the Federal securities laws or were used for the purpose of allocating risk between the Registrant
and Krillion, rather than establishing matters as facts. Accordingly, you should not rely on these
representations and warranties as statements of fact.
The Krillion Stockholders agreed to defend, indemnify and hold harmless the Registrant and its
affiliates, officers, directors, employees, agents, successors and assigns (the Registrant
Indemnitees), from and against any and all losses arising out of or resulting from (i) any
inaccuracy or breach of any representation or warranty made by Krillion and the Krillion
Stockholders in the Agreement, the disclosure letter, or certain of the closing documents, (ii) any
breach of any covenant or obligation of Krillion or the Krillion Stockholders in the Agreement or
certain of the closing documents, (iii) any act of gross negligence, fraud or misrepresentation of
Krillion and the Krillion Stockholders related to the Agreement. The indemnification obligations of
the Krillion Stockholders are subject to certain caps and survival periods, except with respect to
gross negligence, fraud or misrepresentation which is uncapped.
The Registrant agreed to defend, indemnify and hold harmless the Krillion Stockholders, and their
respective affiliates, officers, directors, employees, agents, successors and assigns, from and
against any and all losses arising out of or resulting from (i) any inaccuracy or breach of any
representation or warranty made by Registrant in the Agreement or certain of the closing documents,
and (ii) any act of gross negligence, fraud or misrepresent of Registrant related to the Agreement.
The Registrant, Krillion and the Krillion Stockholders also agreed to establish a $1.0 million
escrow fund (the Escrow Fund) from the Purchase Price to secure the Registrants rights to seek
indemnification under the Agreement, as well as any adjustment to the Purchase Price that might be
required. The Escrow Fund will terminate the day on or after all the funds have been paid out of
the Escrow Fund. The Registrant, Krillion, the Krillion Stockholders and Square 1 Bank (as escrow
agent) entered into a separate agreement with respect to the Escrow Fund. The escrow agreement does
not contain any obligations, rights or other provisions that are material to the Registrant.
The foregoing description of the Agreement is qualified in its entirety by reference to the
Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On May 2, 2011, the Registrant issued a press release announcing the execution of the Agreement.
The press release is attached as Exhibit 99.1 and is incorporate herein by reference
Item 9.01 Financial Statements and Exhibits.
10.1 | Stock Purchase Agreement by and among Local.com Corporation, Krillion, Inc. the stockholders of Krillion, Inc., and Hummer Winbald Venture Partners V, L.P., as stockholders agent dated April 29, 2011. | |
99.1 | Press Release of Local.com Corporation dated May 2, 2011. |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
LOCAL.COM CORPORATION |
||||
Date: May 5, 2011 | By: | /s/ Kenneth S. Cragun | ||
Kenneth S. Cragun | ||||
Chief Financial Officer |
Table of Contents
Exhibit Index
Exhibit | ||||
Number | Description | |||
10.1 | Stock Purchase Agreement by and among Local.com Corporation,
Krillion, Inc. the stockholders of Krillion, Inc., and Hummer
Winbald Venture Partners V, L.P., as stockholders agent dated
April 29, 2011. |
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99.1 | Press Release of Local.com Corporation dated May 2, 2011. |