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): March 15, 2006
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. |
The information in this Item 7.01 and Item 9.01(c) 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. Such information 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.
On March 15, 2006, Marchex, Inc. (“Marchex”) issued a press release announcing the voluntary conversion of additional shares of convertible preferred stock, $0.01 par value per share, into shares of Marchex’s Class B common stock, $0.01 par value per share, at the initial conversion rate, plus a cash payment by Marchex equal to $12.00 per share of convertible preferred stock. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits. |
| Exhibit |
Description |
|||
| 99.1 | Press Release of Registrant, dated March 15, 2006. | |||
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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: March 15, 2006 | MARCHEX, INC. | |||||||
| By: |
/s/ Russell C. Horowitz | |||||||
| Name: |
Russell C. Horowitz | |||||||
| Title: |
Chairman and Chief Executive Officer | |||||||
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EXHIBIT INDEX
| Exhibit |
Description |
|||
| 99.1 | Press Release of Registrant, dated March 15, 2006. | |||
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