Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 29, 2015

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 April 29, 2015, the Registrant entered into Amendment Number Seven (the “Google Amendment”) to that certain Google Services Agreement with Google Inc. dated June 30, 2011, as amended by Amendment Number 1, dated December 1, 2011, Amendment Number 2, dated February 1, 2012, Amendment Number 3, dated May 1, 2012, Amendment Number 4, dated June 1, 2012, Amendment Number 5, dated June 21, 2013, and Amendment Number 6, dated October 1, 2013 (the “Google Agreement”). The Google Amendment provides for an extension of the Google Agreement until March 31, 2018, subject to each party’s right to terminate the Google Agreement earlier for convenience on March 31, 2017. The Google Amendment also modified implementation criteria with respect to the advertisements provided by Google among other terms. Google maintains very strict standards with respect to the display of Google’s pay-per-click advertising and the Registrant must continue to meet those standards pursuant to the terms of the Google Amendment and the Google Agreement in order to continue to display such Google pay-per-click advertisements. The effective date of the Google Amendment is April 1, 2015.

The foregoing description of the Google Amendment is qualified in its entirety by reference to the full text of the Google Amendment 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 Google Amendment and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.


Exhibit 10.1(1)		Amendment Number Seven to Google Services Agreement dated April 1, 2015 by and between 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 CORPORATION

Date: May 5, 2015	By:	/s/ Kenneth S. Cragun
		Kenneth S. Cragun
		Chief Financial Officer and Secretary

Exhibit Index


Exhibit Number		Description

Exhibit 10.1(1)		Amendment Number Seven to Google Services Agreement dated April 1, 2015 by and between 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.

Exhibit 10.1

AMENDMENT NUMBER SEVEN TO GOOGLE SERVICES AGREEMENT

This Amendment Number Seven to the Google Services Agreement (“Amendment”) is effective as of April 1, 2015 (“Amendment Effective Date”), and amends the Google Services Agreement by and between Local Corporation, a Delaware corporation (“Company”), and Google Inc., a Delaware corporation (“Google”) with an effective date of August 1, 2011, as amended (the “Agreement”). Capitalized terms not defined in this Amendment have the meanings given to those terms in the Agreement. The parties agree as follows:

1. Renewal Term. The box entitled “Term” on the cover page of the Agreement is deleted in its entirety and replaced with the following:

“TERM: Starting on August 1, 2011 (“Effective Date”) and continuing through March 31, 2018 (inclusive)”

2. Additional One-time Termination Right. The following is added as a new Section 13.2(g):

“13.2(g) Either party may terminate this Agreement on March 31, 2017 by providing notice to the other party no later than March 1, 2017.”

3. Modified Definitions. Sections 1.12, 1.14 and 1.21 are deleted in their entirety and replaced by the following:

***

4. Additional Definition. The following definition is added as a new Section 1.33:

***

5. *** Section 2.2(d) is deleted in its entirety and replaced with the following:

***

6. *** Section 2.3 is deleted in its entirety and replaced by the following:

***

7. *** The following is added as a new Section 2.5:

***

8. ***

9. ***

***

10. Exhibits. Exhibits A, D and E are deleted in their entirety and replaced by Exhibits A, D and E attached to this Amendment.

11. General. The parties may execute this Amendment in counterparts, including facsimile, PDF, or other electronic copies, which taken together will constitute one instrument. Except as expressly modified herein, the terms of the Agreement remain in full force and effect.