Current Report Filing (8-k)

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 9, 2014

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	(Commission	(IRS Employer
of incorporation)	File Number)	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 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Appointment of David M. Hughes and John M. Payne to Board of Directors

On June 10, 2014, the Registrant issued a press release announcing that David M. Hughes and John M. Payne were appointed to the Board of Directors of the Registrant on June 9, 2014. A copy of the press release is attached hereto as Exhibit 99.1.

Mr. Hughes, age 45, has served as Chief Executive Officer of The Search Agency, a global digital marketing company providing a suite of Managed Marketing Services to mid-size companies as well as a SaaS Marketing suite for SMBs and Local businesses. Prior to joining The Search Agency, Mr. Hughes served as Senior Vice-President, Corporate Development for United Online, Inc., from 1999 to 2004. Mr. Hughes was a Management Consultant with the Boston Consulting Group from 1997 to 1999 and an Associate with Mercer Management Consulting from 1993 to 1995. Mr. Hughes received his Bachelor of Arts, with Honors, from the University of Western Ontario, and a Masters of Business Administration from Harvard University’s Graduate School of Business Administration.

Mr. Hughes will serve as a Class III Director, to serve until the Registrant’s Annual Meeting of Stockholders to be held in 2016. Mr. Hughes will serve on the Registrant’s Audit Committee.

Mr. Payne, age 58, has served as the Chairman and President of SimpleAir, Inc., a technology licensing company which has licensed patents across the smartphone industry since April of 2004. Mr. Payne is the lead Inventor for such patents. Since June of 2013, he has also served as a Managing Director of Outset Ventures, a startup studio for the development of early stage SaaS, mobile and financial services companies. Since June of 2013, he has served as the Executive Chairman of LOANZ, Inc., an Outset portfolio company which is an emerging leader in marketplace lending. Mr. Payne served as a member of the Board of Directors of Digital Post Australia, a joint venture with Computershare (AUX: CPU), a global provider of transfer agent and other financial services located in Melbourne, Australia from October 2011 to May 2013. From April 2010 to June 2013, Mr. Payne served as Chief Executive Officer of Zumbox, Inc. Prior to that, Mr. Payne served in the roles of Jumpstart Chief Executive Officer and subsequently Chairman of Breach Security, Inc., an application security provider with engineering operations in Herzliya, Israel from June of 2004 to October 2010, when it was acquired by Trustwave, Inc. Prior to Breach Security, Mr. Payne has served as chief executive officer of a number of technology companies, including CircleUp, Inc., the leading group messaging platform for payments and messaging services, Preventsys, an enterprise regulatory compliance and Security Risk Management Company, Day Software (SWX: DAYN) a publicly traded leading provider of global enterprise content management solutions, and Stamps.com (NASDQAQ: STMP), a leading provider of postage over the Internet from the US Postal Service.

Mr. Payne will serve as a Class III Director, to serve until the Registrant’s Annual Meeting of Stockholders to be held in 2016.

Committee Composition

As of June 9, 2014, the membership of all of the Board committees was set as follows:

Audit Committee:

John Rehfeld (Chairman)

Philip Fricke

David Hughes

Compensation Committee:

John Rehfeld (Chairman)

Philip Fricke

Nominating and Corporate Governance Committee:

Philip Fricke (Chairman)

John Rehfeld

All of the above committees are comprised solely of independent directors.

Mr. Norman Farra serves as the Registrant’s lead director.

Resignation

of Heath Clarke from Board of Directors

On June 9, 2014, Mr. Heath Clarke resigned from the Board of Directors of the Registrant effective June 9, 2014. Mr. Clarke did not leave the Board of Directors of the Registrant because of any disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices.

Item 9.01

Financial Statements and Exhibits.



Exhibit 99.1		Press Release of Local Corporation dated June 10, 2014.

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: June 10, 2014	By:	/s/ Kenneth Cragun
		Kenneth Cragun
		Chief Financial Officer and Secretary

Exhibit Index


Exhibit Number		Description

Exhibit 99.1		Press Release of Local Corporation dated June 10, 2014.

Exhibit 99.1

LOGO

Local Corporation Appoints Two New Board Members

Strengthens Board with Experts in Digital Marketing and IP Licensing

IRVINE, Calif., June 10, 2014 — Local Corporation (NASDAQ: LOCM), a leading local advertising technology company, today announced the appointment of David M. Hughes, 45, and John M. Payne, 58, to its board of directors.

“David and John’s proven track records of strong leadership and past success in building and leading digital technology companies are a perfect complement to Local Corporation’s overall strategic vision,” said Fred Thiel, Local Corporation chairman and chief executive officer. “We welcome them to our board and look forward to their valuable contributions to our continued growth and success.”

David M. Hughes

Hughes brings 15 years of strategic executive leadership experience with public and private companies. He is currently the CEO of The Search Agency, a global digital marketing company that provides integrated multi-channel online marketing strategies, implementation and ongoing optimization to help partners grow their businesses. In this role, Hughes is responsible for hands on management of the company’s managed services and software-as-a-service platform products.

Prior to joining The Search Agency in 2004, Hughes served as senior vice president of corporate development for United Online, Inc. He led all user acquisition programs, new products and services for NetZero/Juno customers, broadband services, development and implementation of search services and large strategic relationships. Hughes also served as a management consultant for the Boston Consulting Group and was an associate with Mercer Management Consulting. Hughes is a graduate of Harvard University’s Graduate School of Business Administration, where he received a master’s of business administration and the Dean’s Award for leadership. He also holds a bachelor of arts degree with honors from the University of Western Ontario. He was previously president and a board member of the 2,200-member Harvard Business School Association Club of Southern California and currently serves as a board member for Spark Networks (Lov), YPOLA, and The Huron University College Foundation USA.

John M. Payne

Payne has 30 years of experience leading public and private companies with a history of success in building or turning around early stage software and technology companies. Payne is currently the CEO of SimpleAir, Inc., an inventor-owned technology licensing company with interests and intellectual property assets focused on smartphones, wireless content delivery, mobile applications, messaging and push notifications. He also serves as lead inventor for all of the patents in the SimpleAir portfolio, covering more than 12 patents in two product families. The SimpleAir patent portfolio is widely licensed in the mobile industry by companies that include Apple^® for its Apple Push Notification.

Payne has served as CEO of more than 10 digital technology, enterprise security and compliance companies, including Zumbox, the leading provider of digital postal mail services; Breach Security, Inc., an enterprise application security company; CircleUp, Inc., the leading group messaging platform for payments, wireless and VOIP services; Preventsys, an enterprise regulatory compliance and security risk management company, which was acquired by McAfee in 2010; and Airmedia, a wireless push technology company. Prior to this, Payne was the CEO and founder of handheld start-up, Fingertip

Technologies, Inc., and Financial MicroSystems, Inc., a provider of banking industry platform automation solutions. He also served as the CEO of two public Internet companies, Stamps.com (NASDAQ: STMP) and Day Software (SWX: DAYN). As CEO Payne, was responsible for leading the successful IPO of Stamps.com and led the turnaround of enterprise software company, Day Software, which was recently acquired by Adobe. Payne is an experienced fundraiser who has raised more than $550 million in public and private equity, including more than $150 million in early stage venture capital from well-known venture firms and strategic investors. He currently serves as managing director for Outset Ventures, a start-up studio that fosters the successful development of multiple companies by providing guidance, resources and capital, and focuses on turning valuable ideas into successful operating companies. Payne also serves as an advisory board member for Digital Offering LLC and has served on the boards of several private and public companies.

In conjunction with the appointment of Hughes and Payne, Heath Clarke has resigned from the board effective immediately, but will continue to provide consulting services to the company as previously agreed.

Both Hughes and Payne will serve as a Class III Directors. Hughes will also serve on the company’s Audit Committee.

About Local Corporation

Local Corporation (NASDAQ:LOCM) is a leading local advertising technology company that connects millions of online and mobile consumers with businesses and products through a variety of innovative digital advertising solutions. The company’s patented Krillion^® local shopping platform aggregates, localizes and distributes dynamic, national and regional retail shopping content, from approximately 120,000 store locations, representing nearly 3 million localized products. For more information, visit: http://www.localcorporation.com or http://www.krillion.com. To download the company’s iOS^® 7-compatible Havvit™ shopping app, go to: iTunes^® (http://bit.ly/1d8Y111).

Forward Looking Statements

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “anticipate,” “plan,” “will,” “intend,” “believe” or “expect’” or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Key risks are described in the filings we make with the U.S. Securities and Exchange Commission. The forward-looking statements in this release speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement for any reason. Unless otherwise stated, all site traffic and usage statistics are from third-party service providers engaged by the company. Traffic and our monetization of that traffic combine to determine our revenues for any given period. Our traffic volume alone for a period should not be viewed as demonstrative of our financial results for such period.

IOS is a trademark or registered trademark of Cisco in the U.S. and other countries and is used under license.

Apple is a registered trademark of Apple Inc.

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Investor Relations Contact:

Kirsten Chapman

LHA

415-433-3777

local@lhai.com

Media Relations Contact:

Cameron Triebwasser

Local Corporation

949-789-5223