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
June 20, 2012
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 20, 2012, the Nominating, Compensation and Corporate Governance Committee (the “NCCG Committee”) of the Board of Directors of Local.com (the “Registrant”) adopted certain changes to the Registrant’s bonus program (the “Bonus Program”) for the second half 2012 bonus period. Changes to the Bonus Program include the establishment of certain caps and minimum achievement thresholds for eligibility under the Bonus Program. Additionally, following the request by the Registrant’s management to be issued shares in lieu of second half cash bonus, and after due consideration by the NCCG Committee, the NCCG Committee substituted a substantial portion of the potential cash bonus to be paid pursuant to the Bonus Program with performance stock units, as granted on June 14, 2012. The material terms of the Bonus Program, as changed, are attached as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit 10.1# Description of the Material Terms of the Registrant’s Bonus Program as of June 20, 2012.
| # | Management Contract. |
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: June 20, 2012 | By: | /s/ Kenneth S. Cragun | ||||
Kenneth S. Cragun Chief Financial Officer and Secretary | ||||||
Exhibit Index
Exhibit Number | Description | |
| Exhibit 10.1# | Description of the Material Terms of the Registrant’s Bonus Program as of June 20, 2012. | |
| # | Management Contract. |
