UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2019
Marchex, Inc.
(Exact name of Registrant as Specified in its Charter)
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Delaware | 000-50658 | 35-2194038 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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520 Pike Street Suite 2000, Seattle, Washington |
| 98101 |
(Address of principal executive offices) |
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Registrant’s Telephone Number, Including Area Code: (206) 331-3300
Not Applicable
(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 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Class B Common Stock |
| MCHX |
| The Nasdaq Global Select Market |
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. ☐
Marchex, Inc. (“Marchex”) is filing this Amendment No. 1 to Form 8-K to amend Marchex’s Current Report on Form 8-K filed on November 6, 2019 (the “Original Form 8-K”) in order to correct a typographical error included in the press release issued on November 6, 2019 and attached as Exhibit 99.1 to the Original Form 8-K. In the section titled “Financial Guidance for the Fourth Quarter ending December 31, 2019” the footnote to the tabular disclosure should read “Fourth quarter GAAP income (loss) from operations is expected to be ($3) million or better…”, instead of “Third quarter GAAP income (loss) from operations is expected to be $3 million or better…”. This footnote has been revised in the corrected press release, attached hereto as Exhibit 99.1. There are no other changes to the information contained in the Original Form 8-K.
Item 2.02Results of Operations and Financial Condition.
On November 6, 2019, Marchex issued a press release announcing its financial results for the quarter ended September 30, 2019. The full text of the press release issued in connection with the announcement, as corrected, is attached as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.
The information in this Item 2.02 (including Exhibit 99.1) 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.
Marchex is referencing non-GAAP financial information in the press release, as corrected. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release, as corrected. Disclosures regarding definitions of these financial measures used by Marchex and why Marchex’s management believes these financial measures provide useful information to investors is also included in the press release, as corrected.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
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99.1 |
| Press Release of Marchex, dated November 6, 2019, as corrected. |
Pursuant to the requirements of the Securities Exchange Act of 1934, Marchex has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized.
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| MARCHEX, INC. | ||
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Date: November 7, 2019 |
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| By: |
| /s/ MICHAEL A. ARENDS |
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| Name: |
| Michael A. Arends |
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| Title:
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| Co-CEO and Chief Financial Officer (Principal Financial and Accounting Officer) |