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EX-10.1 - EX-10.1 - LOCAL Corpd569316dex101.htm

 

 

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

July 10, 2013

Date of Report (Date of earliest event reported)

 

 

LOCAL 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)

(949) 784-0800

(Registrant’s telephone number, including area code)

N/A

(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:

 

¨ 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 1.01 Entry into a Material Definitive Agreement.

On July 10, 2013, Local Corporation (the “Registrant”) entered into a Dual Distribution Agreement (the “Agreement”) with Yellowpages.com LLC (“YP”). The Agreement provides for the distribution of YP’s various business listing by Registrant across Registrant’s owned and operated sites and its network of sites for which the Registrant is compensated only a monthly basis. The effective date of the Agreement is July 1, 2013 and it ends on June 30, 2014. The Agreement allows either party to terminate the Agreement earlier in the event of a breach by the other party to the Agreement of the provisions of the Agreement or for convenience, upon 60 days prior written notice. The Agreement contains provisions regarding the implementation of the YP business listings by the Registrant. The Agreement also contains certain indemnification obligations of the Registrant and YP in the event of a breach of the Agreement by such party and in other circumstances.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement which is filed as Exhibit 10.1 with portions omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Exhibit 10.1 is a redacted copy of the Agreement and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 10.1(1)  Dual Distribution Agreement, effective July 1, 2013, by and between the Registrant and Yellowpages.com LLC.

 

(1) Application has been made with the Securities and Exchange Commission to seek confidential treatment of certain provisions. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.


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 CORPORATION
Date: July 16, 2013     By:   /s/ Kenneth S. Cragun
      Kenneth S. Cragun
      Chief Financial Officer and Secretary


Exhibit Index

 

Exhibit

Number

 

Description

Exhibit 10.1(1)   Dual Distribution Agreement, effective July 1, 2013, by and between the Registrant and Yellowpages.com LLC.

 

(1) Application has been made with the Securities and Exchange Commission to seek confidential treatment of certain provisions. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.