Local (LOCMQ) 8-K Entry into a Material Definitive Agreement

UNITED STATES

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

December 12, 2011

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)

(949) 784-0800

(Registrant’s telephone number, including area code)

One Technology Drive, Building G

Irvine, California 92618

(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 December 12, 2011 Local.com Corporation (the “Registrant”) entered into Amendment Number One to Google Services Agreement with Google Inc. (the “Amendment”). The Amendment provides for the implementation by Local.com of certain advertising and search services on certain versions of the Registrant’s mobile application, subject to the Registrant’s compliance with certain policy and compliance obligations as more fully described in the Amendment and the original Google Services Agreement. Specifically, the Registrant may display Google’s pay-per-click advertisements on certain versions of the Registrant’s mobile application. Google maintains very strict standards for the mobile applications that may display Google’s pay-per-click advertising and the Registrant must meet those standards pursuant to the terms of the Amendment and the original Google Services Agreement in order to continue to display such Google pay-per-click advertisements. The effective date of the Amendment is December 1, 2011 and it ends on July 31, 2013.

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) Amendment Number One to Google Services Agreement dated December 12, 2011 by and among the Registrant and Google Inc.

(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.COM CORPORATION
Date: December 15, 2011	By:	/s/ Kenneth S. Cragun
		Kenneth S. Cragun
		Chief Financial Officer and Secretary

Exhibit Index

Exhibit Number	Description
10.1(1)	Amendment Number One to Google Services Agreement dated December 12, 2011 by and among the Registrant and Google Inc.

(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.