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
March 28, 2013
Date of Report (Date of earliest event reported)
LOCAL 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, zip code)
(949) 784-0800
(Registrant’s telephone number, including area code)
N/A
(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 March 28, 2013, Local Corporation (the “Registrant”) and its wholly owned subsidiaries, Krillion, Inc. and Screamin Media Group, Inc. (“Subsidiaries”) entered into that certain Sixth Amendment to Loan and Security Agreement (the “Amendment”) with Square One Bank, which amends the Loan and Security Agreement by and between the Registrant, the Subsidiaries and Square One Bank dated August 3, 2011, as amended by the First Amendment dated March 28, 2012, the Second Amendment dated April 11, 2012, the Third Amendment dated August 17, 2012, the Fourth Amendment dated January 30, 2013, and the Fifth Amendment dated February 13, 2013 (collectively, the “Agreement”). The Amendment waives any and all Liquidity Ratio covenant violations by the Registrant through the date of the Amendment. The Amendment also eliminates Non-Formula Advances under the Agreement and provides for the repayment of the principal amount of the Non-Formula Advances outstanding on March 28, 2013, in 24 equal monthly installments, plus all accrued interest, beginning April 28, 2013. The Registrant may prepay any Non-Formula Advances without penalty or premium. The Amendment also establishes a lockbox arrangement for funds received by the Registrant and its Subsidiaries, effective April 28, 2013.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| 10.1 | | Sixth Amendment, dated March 28, 2013, to Loan and Security Agreement dated August 3, 2011, by and among the Registrant, Krillion, Inc., Screamin Media Group, Inc. and Square 1 Bank. |
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 CORPORATION |
| | |
| Date: April 2, 2013 | | By: | | /s/ Kenneth S. Cragun |
| | | | Kenneth S. Cragun |
| | | | Chief Financial Officer |
Exhibit Index
| | |
Exhibit Number | | Description |
| |
| 10.1 | | Sixth Amendment, dated March 28, 2013, to Loan and Security Agreement dated August 3, 2011, by and among the Registrant, Krillion, Inc., Screamin Media Group, Inc. and Square 1 Bank. |
