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

Date of report (Date of earliest event reported): September 10, 2010

Move, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-26659
(Commission
File Number) 95-4438337
(IRS Employer
Identification No.)

910 East Hamilton Avenue
Campbell, California 95008
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (408) 558-3700

 
(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 registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

 EX-10.1

 EX-99.1

Item 1.01     Entry into a Material Definitive Agreement.

On September 10, 2010, RealSelect, Inc. (“RealSelect”), a wholly owned subsidiary of Move, Inc. (the “Company”), and Realtors Information Network, Inc.(“RIN”), a wholly-owned subsidiary of the National Association of REALTORS (the “NAR”), entered into an amendment (the “Amendment”) of the Operating Agreement entered into by and between them on November 26, 1996 (the “Operating Agreement”). The Operating Agreement is listed in the Company’s annual report on Form 10-K for the 2009 fiscal year (filed on March 5, 2010), as entry no. 10.01.1 of Item 15 — Exhibits and Financial Statement Schedules. RealSelect operates the REALTOR.com^® website (the “Site”) pursuant to the Operating Agreement. The Amendment is effective as of September 10, 2010.

The Company’s relationship with the NAR extends beyond the Operating Agreement and its primary subject matter, the REALTOR.com^® website: the NAR, as indicated in the Company’s Proxy Statement filed April 28, 2010, is a holder of common stock in the Company and is the holder of the Company’s sole share of Series A preferred stock; it has the right to name one of the Company’s directors; and it is important in the context of certain risk factors as disclosed in the Company’s annual report on Form 10-K for the 2009 fiscal year (filed on March 5, 2010) and in each of the Company’s subsequent quarterly reports on Form 10-Q.

The Amendment is one result of the proceedings and discussions related to the Operating Agreement that the Company disclosed in its quarterly report on Form 10-Q for the quarter ended June 30, 2010 (filed on August 6, 2010), under “NAR relationship” in Item 1A (Risk Factors) — Risks Related to our Business. The Amendment provides that RealSelect may make changes to the features, designs and layout of the Site without needing the prior approval of RIN, subject to certain exceptions. The Amendment further provides for greater discretion in RealSelect with respect to content additions and establishes certain mutual cooperation and discretionary approval processes regarding new or additional content possibilities.

The foregoing summary is qualified in its entirety by the full text of the Amendment attached as Exhibit 10.1 to this current report. The Company has also attached, as Exhibit 99.1 to this current report, a press release issued on September 16, 2010, by the Company and the NAR regarding the Amendment.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

10.1	Amendment dated September 10, 2010, to the Operating Agreement by and between Realtors Information Network, Inc. and RealSelect, Inc.
99.1	Press Release issued by Move, Inc. on September 16, 2010, regarding the Amendment dated September 10, 2010, to the Operating Agreement by and between Realtors Information Network, Inc. and RealSelect, Inc.

SIGNATURE

     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.

	MOVE, INC.
Date: September 16, 2010	By:	/s/ James S. Caulfield
		James S. Caulfield
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number		Description
	10.1	Amendment dated September 10, 2010, to the Operating Agreement by and between Realtors Information Network, Inc. and RealSelect, Inc.*
		* Portions of this document/exhibit have been redacted pursuant to an application submitted to the U.S. Securities and Exchange Commission requesting confidential treatment of the omitted portions; such omitted portions have been filed separately with the Commission.
	99.1	Press Release issued by Move, Inc. and the NAR on September 16, 2010, regarding the Amendment dated September 10, 2010, to the Operating Agreement by and between Realtors Information Network, Inc. and RealSelect, Inc.

EX-10.1

Exhibit 10.1

Amendment dated September 10, 2010, to the Operating Agreement by and between Realtors
Information Network, Inc. and RealSelect, Inc.

Amendment to Operating Agreement

     This Amendment to that certain Operating Agreement (“Operating Agreement”) dated November 26, 1996, as previously amended, between Realtors Information Network, Inc., an Illinois corporation (“RIN”), and RealSelect, Inc., a Delaware corporation (“Operator”), is entered into effective as of September 10, 2010. Capitalized terms used but not defined in this Amendment shall have the meanings as set forth in the Operating Agreement.

     Now, therefore, for valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

1. The following defined terms are hereby added to Section 1.1 of the Operating Agreement:

     “Amendment Effective Date” shall mean September 10, 2010.”

     “Competitor Website” shall mean any web site [----- * -----].”

2. Sections 5.4 (b) is hereby amended to read in its entirety as follows:

“(b)

The System shall be organized in a fashion to facilitate efficient access to the Real Property Ads by a user. Graphical interfaces shall be designed in a professional manner with the objective of providing a sharp, uncluttered image and ease of use. It is expected that the user will not be required to step through primarily advertising screens on such user’s search to relevant Real Property Ads unless such user so elects by deliberate mouse click (or an equivalent action). Operator may in its sole discretion make changes to the features (“features” shall not be deemed to include the underlying content displayed within such features), design and layout of the Domain Site and to the functionality of the user interface of the Domain Site (except for any change in the color or presentation of the marks covered by the Trademark Agreement). Operator shall provide RIN with seventy two (72) hours advance written notice of any significant change implemented pursuant to this section along with a sufficiently detailed explanation of the change to enable the RIN staff to be able to brief the RIN directors and/or respond to member inquiries.

With respect to content which may appear on the Domain Site:

(1) Operator may add content to Real Property Ads without the approval of RIN. In the event that Operator adds to Real Property Ads content that is not either supplied to Operator by Data Content Providers or expressly approved by RIN, or Operator adds features or

*     Confidential Treatment Requested – Confidential portions of this document have been redacted pursuant to an application submitted to the U.S. Securities and Exchange Commission requesting confidential treatment of the omitted portions; such omitted portions have been filed separately with the Commission.

functionality pursuant to 5.4(b) above, Operator shall provide listing brokers [----- * -----]; provided, however, that such [----- * -----] shall be at no-cost to the listing brokers, shall be on an unbundled basis ( e.g., on a content category by content category basis) and, as soon as technically possible (which Operator shall make commercially reasonable efforts to achieve), shall be on a listing by listings basis.

(2)

Notwithstanding the foregoing, Operator may not add the following content to the Domain Site without the prior consent of RIN (such consent shall be in RIN’s sole discretion):

(A)	Information with respect to real estate being offered for lease or sale directly by the owner thereof without the assistance of a licensed real estate broker or salesperson, except to the extent otherwise provided in Section 5.7(f);
(B)	The names of property owners, whether any property is presently occupied or vacant, or content, if any, restricted or prohibited from display pursuant to the terms of the applicable Data Content Provider Agreement;
(C)	Any automated valuation models (“AVMs”) generated by Operator or its Controlled Entities; provided, however that Operator may display AVMs generated by third party(ies) [----- * -----];
(D)	Changes to Schedule A inconsistent with Section 5.7(a);
(E)	Changes and/or content that would result in the home page being inconsistent with Section 5.4(c) below; or
(G)	Content which is illegal or which would violate NAR’s code of ethics.

(3)

Operator and RIN commit to hold regular meetings between their content teams to discuss their respective content strategies and shall bring to the other party’s attention any new or unique content a party believes the other party would find interesting. In addition, unless otherwise restricted by this Amendment, Operator may in its sole discretion add such content to the Domain Site as is, or may be, contained on any Competitor Website.

(4)

In addition, Operator may recommend to RIN additions to content that it reasonably believes will improve the Domain Site. Any such request to add content to the Domain Site shall be in sufficient detail to enable RIN to reasonably determine the nature of scope of the content being requested to be added to the Domain Site. Any such content (expressly excluding any content that is added to the Domain Site in accordance with Sections 5.4(b)(1) and 5.4(b)(3) hereof) shall be subject to the approval of RIN (which approval shall not be unreasonably withheld) prior to its addition to the site. RIN shall approve or deny each such request for approval within ten (10) Business Days of Operator’s submission of such request, and in the event that RIN fails to respond to any such request within such ten (10) Business Day period, then such request shall be deemed to be approved.

*     Confidential Treatment Requested – Confidential portions of this document have been redacted pursuant to an application submitted to the U.S. Securities and Exchange Commission requesting confidential treatment of the omitted portions; such omitted portions have been filed separately with the Commission.

(5)	In addition, RIN may recommend to Operator additions to content or functionality that it reasonably believes will improve the Domain Site. Any such request to add content to the Domain Site shall be in sufficient detail to enable Operator to reasonably determine the nature of scope of the content being requested to be added to the Domain Site. Any such content shall be subject to the approval of Operator (which approval shall not be unreasonably withheld) prior to its addition to the site. Operator shall approve or deny each such request for approval within ten (10) Business Days of RIN’s submission of such request, and in the event that Operator fails to respond to any such request within such ten (10) Business Day period, then such request shall be deemed to be approved.
(6)	Notwithstanding the foregoing or any other provision contained herein, any content appearing on (or derived from content appearing on) the Domain Site on or before the Amendment Effective Date, excluding any new content in beta testing of changes to the Domain Site as of the Amendment Effective Date, shall be deemed to be approved content, as if the same had been approved by RIN pursuant to Section 5.4(b)(4) hereof.
(7)	Notwithstanding the foregoing, Operator may not make any changes to the following “Find-a-Realtor” features or functionality on the Domain Site without the prior consent of RIN (such consent shall be in RIN’s sole discretion):

(i)	Search results and the sort order of REALTORS® or offices returned in a search in the feature;
(ii)	Any display of NAR marks, designations and/or certifications;
(iii)	Which designations or certifications may be displayed (i.e., NAR family designations & certifications may only be displayed);
(iv)	Directory to include REALTORS® only;
(v)	Use or display of any REALTOR® productivity statistics (e.g., active listing counts, sold transactions), subject to the listing brokers ability to opt-out and permit the display of such content;
(vi)	Consumer evaluations or ratings of REALTORS® or real estate brokerages;
(vii)	Basic and advanced search criteria for Find-a-REALTOR®;
(viii)	NRDS data provided for Find-a-REALTOR® may not be re-purposed in any way;
(ix)	Operator shall take reasonable commercial steps to protect the content within Find-a-REALTOR from unauthorized use by third parties; or
(x)	How member data is used for teams or other entities that are not based on a primary member or office record.

3. The following language in the first sentence of Section 5.4(c) is hereby deleted: “The design and layout for the main home page (introductory screen) for the Domain Site shall be prepared and submitted by Operator to NAR for its approval (which approval shall not be unreasonably withheld or delayed);”. In addition, the second sentence of Section 5.4(c) is hereby deleted in its entirety. Also, Operator hereby agrees that the home page of the Domain Site shall provide a visual and electronic link to houselogic.com and Realtors Property Resource, and RIN agrees that the home page of

houselogic.com shall provide a visual and electronic link to the Domain Site of equal prominence as the link on the Domain Site for houselogic.com.

4. The “$5,000” referenced in Section 5.7(a) is hereby replaced with “30,000”.

5. The first sentence of Section 5.7(d) shall be amended to read in its entirety as follows: “Except as provided in Section 5.4(b)(1), no advertisements from Restricted Advertisers shall be placed on, or linked from, a Data Content Provider’s Real Property Ad that shows information on a single property, except to the extent that such advertisements have been or may be approved by RIN.”

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.

REALTORS® INFORMATION NETWORK, INC.
By:	/s/ Robert A. Goldberg
Name:	Robert A. Goldberg
Title:	Pres & CEO
REALSELECT, INC.
By:	/s/ James S. Caulfield
Name:	James S. Caulfield
Title:	EVP & General Counsel

EX-99.1

Exhibit 99.1

Press Release issued by Move, Inc. and the NAR on September 16, 2010, regarding the Amendment dated
September 10, 2010, to the Operating Agreement by and between Realtors Information Network, Inc. and
RealSelect, Inc.

NAR AND MOVE PAVE WAY FOR INNOVATION WITH UPDATED OPERATING AGREEMENT

CAMPBELL, CA — (September 16, 2010) — The National Association of Realtors ^® (NAR) and Move, Inc., (NASDAQ: MOVE), the leader in online real estate, today announced recent discussions related to their 14-year operating agreement have resulted in an updated agreement intended to drive more competitive and rapid innovations to their flagship site, Realtor.com^®.

     The discussions between the two organizations revolved around bringing clarity and alignment to key issues surrounding site innovations, content modifications, and approvals so Move and NAR can drive faster and more competitive improvements on Realtor.com.

     “NAR is pleased to continue and strengthen our agreement with Move. Updating the operating agreement underlines both NAR’s and Move’s commitment to ensure that real estate professionals remain as the first point of contact in the real estate transaction,” said NAR President Vicki Cox Golder, owner of Vicki L. Cox & Association, Tucson, Ariz.

     “We’re very pleased with the outcome of these discussions with our partner NAR. We’re looking forward to a stronger and more collaborative relationship guided by an updated agreement enabling Move to drive more competitive innovations on Realtor.com that will enhance consumer’s search experience while empowering Realtors^® with a greater range of valuable marketing services,” said Move, Inc. Chief Executive Officer, Steve Berkowitz. “We entered the discussions seeking clarity and alignment yet achieved much more as we quickly found vast common ground related to our mutual objective to connect consumers with Realtors. The internet and competitive environment have evolved dramatically since our original agreement was crafted in 1996. Under this updated agreement, Move is now positioned to usher in a new era of innovation the industry looks to us to provide as the category leader in today’s fast-paced technology-driven market place.”

     The updated operating agreement now provides provisions intended to streamline the development and delivery process for improvements to site features and functionalities, as well as clarifies certain areas of content now requiring NAR approval. As a result, Move anticipates it can make innovations to the Realtor.com site more rapidly to remain at the forefront of advancement in today’s highly competitive and information-driven environment

     “The agreement continues to ensure certain content protections for real estate brokers in regards to property listed on Realtor.com,” said Dale Stinton, chief executive officer of NAR. “In addition, and as a result of these discussions, approval provisions were added to the agreement that reflect and reaffirm both organizations’ commitment to ensure that brokers and Multiple Listing Services (MLSs) remain in control of their proprietary listing data and related information that displays on Realtor.com.”

     In addition to the discussions surrounding the operating agreement, NAR and Move discussed the benefits Move can deliver to real estate professionals, MLSs, and consumers by syndicating listing data content to third parties such as online portals, real estate listing sites and other designated destinations. As a result, Move received consent from NAR to syndicate listing data content in accordance with each data content provider’s [MLSs and brokers] permission and instructions.

     “Move remains committed to delivering the most valuable online real estate experience to real estate professionals, advertisers and consumers by remaining focused on continually evolving our products and services to meet their diverse needs and expectations,” comments Errol Samuelson, chief revenue officer for Move, Inc., and president of

Realtor.com. “By updating our operating agreement with NAR and expanding the relationship to enable a more competitive approach to how we operate the business, we can fully leverage our leadership position to deliver the right products and services with the most comprehensive and freshest data content available in a manner that successfully connects consumers with real estate professionals and advertisers at the right time.”

     The amended operating agreement between Move and NAR was filed on Thursday, September 16, 2010 as an 8K filing.

# # #

ABOUT THE NATIONAL ASSOCIATION OF REALTORS
The National Association of Realtors^®, “The Voice for Real Estate,” is America’s largest trade association, representing 1.1 million members involved in all aspects of the residential and commercial real estate industries.

ABOUT MOVE, INC.
Move, Inc. (Nasdaq: MOVE) is the leader in online real estate with 12.7 million¹ monthly visitors to its online network of websites. Move, Inc. operates: Move.com, a leading destination for information on new homes and rental listings, moving, home and garden and home finance; REALTOR.com^® the official website of the National Association of REALTORS(R); Moving.com; SeniorHousingNet; and TOP PRODUCER Systems. Move, Inc. is based in Campbell, California.

ABOUT REALTOR.COM^®
Realtor.com^®, where the world shops for real estate online, is operated by Move, Inc., (Nasdaq: MOVE) and is the official web site of the National Association of REALTORS^®. Ranked as the #1 homes-for-sale site, Realtor.com ^® currently offers potential home buyers access to over four million property listings, as well as the most brokers and agents. It also provides REALTORS ^® and the home sellers they represent with the Internet’s largest real estate marketplace, reaching more than 10.2 million¹ consumers in August 2010. Agents and companies have the power to customize Realtor.com ^® resources to maximize their brand and productivity.

REALTOR^® and Realtor.com^® are registered trademarks of the NATIONAL ASSOCIATION OF REALTORS^®. REALTOR^® is a federally registered collective membership mark, which identifies a real estate professional who is a Member of the NATIONAL ASSOCIATION OF REALTORS^® and subscribes to its strict Code of Ethics. All other trademarks appearing above are the property of Move, Inc., or of their other respective owners.

This press release may contain forward-looking statements, including information about management’s view of Move’s future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of Move, its subsidiaries, divisions and concepts to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents Move files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on Move’s future results. The forward-looking statements included in this press release are made only as of the date hereof. Move cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Move expressly disclaims any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances.

Contact:      Lucien Salvant, NAR, lsalvant@realtors.org / 202.383.1176
Julie Reynolds, Move, Inc./ Julie.reynolds@move.com / 805.557.3080
Richard Garcia, Move, Inc./ Richard.garcia@move.com / 805.557.3807

¹ comScore Media Metrix, August 2010