mchx-8k_20180531.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

Date of Report (Date of earliest event reported): May 31, 2018

 

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.)

520 Pike Street Suite 2000

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


 


 

Item 1.01 Entry into a Material Definitive Agreement.

On May 31, 2018, Marchex, Inc. (the “Company”) entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with Nicolas Hanauer, a former member of the Company’s Board of Directors (the “Board of Directors”), pursuant to which the Company is repurchasing 2,334,411 shares of its Class B common stock from Mr. Hanauer at $2.43 per share. The Stock Repurchase Agreement contains customary representations, warranties and covenants.  

The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the document which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description

 

 

10.1

 

Stock Repurchase Agreement, dated May 31, 2018, between Marchex, Inc. and Nicolas Hanauer.

 

 

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Marchex has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

MARCHEX, INC.

 

 

 

 

Date: June 1, 2018

 

 By:

/s/ MICHAEL A. ARENDS

 

 

 Name:

Michael A. Arends

 

 

 Title:

 

Chief Financial Officer

(Principal Financial and Accounting Officer)