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): August 30, 2013
REACHLOCAL, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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001-34749 |
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20-0498783 |
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(State or other jurisdiction of incorporation) |
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(Commission File No.) |
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(I.R.S. Employer Identification No.) |
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21700 Oxnard Street, Suite 1600, Woodland Hills, California |
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91367 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (818) 274-0260
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As of the effective date of David Carlick’s resignation as a member of the Audit Committee of the Board of Directors of ReachLocal, Inc. (the “Company”) as described below, the Company no longer has three audit committee members as required by Rule 5605(c)(2) of the NASDAQ Listing Rules. The Company provided the required notice to NASDAQ to this effect on September 3, 2013. Until this vacancy is filled, the Company will rely on the cure period specified in Rule 5605(c)(4)(B) of the NASDAQ Listing Rules. The Board has initiated a search process to add another independent director to the Board.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Zorik Gordon
Zorik Gordon, the Company’s Chief Executive Officer and a board member, has resigned all positions with the Company and its subsidiaries.
Appointment of David Carlick as Interim Chief Executive Officer
The Board of Directors has appointed David Carlick, the Company’s Chairman of the Board of Directors, Interim Chief Executive Officer. Mr. Carlick resigned from his position as chairman of the Board’s Compensation Committee and a member of the Board’s Audit Committee.
Mr. Carlick, 63, has served on our Board since 2004 and has served as our Chairman since April 2012. Mr. Carlick currently serves as a Venture Partner with Rho Capital Partners, an investment and venture capital management company. From 1999 to 2008, he served in various positions at VantagePoint Capital Partners, most recently as Venture Partner. Prior thereto, Mr. Carlick held various positions with PowerAgent, an opt-in marketing and consumer privacy company, and Poppe Tyson, an advertising agency and interactive marketing firm. In 1995, while at Poppe Tyson, Mr. Carlick co-founded DoubleClick, which provides on-line marketing services. Mr. Carlick currently serves as a director of NetSeer, a private company that is a leader in content-based targeted advertising, as a director and the Chairman of the Grocery Shopping Network, a private company that provides digital grocery advertising network, promotion and planning solutions, and as a director of Effective Measure, a privately held company providing analytics and insight to advertisers and publishers on web traffic in the Southwest Asia, Middle East and North African markets, and Brandscreen, a privately held company providing DSP services in Asia and Oceania. He has previously served as a director of Intermix Media, a publicly held online advertising and direct marketing company, Ask Jeeves, a publicly held search engine company and International Network Services, a publicly held company that provides network consulting services and business solutions. Mr. Carlick holds a Bachelor of Science degree in business with an accounting emphasis from San Jose State University.
The Board has instituted a search process for a new chief executive officer.
A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.01 and incorporated by reference herein.
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Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description of Exhibit |
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99.01 |
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Press Release dated September 3, 2013 |
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.
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Date: September 3, 2013 |
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REACHLOCAL, INC. | ||||||
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By: |
/s/ Ross G. Landsbaum | |||||
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Name: |
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Ross G. Landsbaum | ||||
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Title: |
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Chief Financial Officer | ||||
Exhibit 99.01
REACHLOCAL ANNOUNCES CEO TRANSITION
Company Reaffirms Guidance for Third Quarter and the Year
(WOODLAND HILLS, Calif.) – September 3, 2013 – ReachLocal, Inc. (NASDAQ:RLOC), a leader in local online marketing and commerce solutions for small- and medium-sized businesses (SMBs), today announced that Zorik Gordon has resigned as chief executive officer and as a member of the Company’s board of directors to pursue other entrepreneurial opportunities. David Carlick, Chairman of the Board, has been appointed interim chief executive officer effective immediately. The Board has commenced a search for a new chief executive and will consider both current members of management and outside executives.
“I am extremely proud of the company we have built over the last 10 years. We have grown from a small one room start-up to a global company with more than 20,000 customers and a run-rate of over $500 million in annual revenue” said Zorik Gordon.
“Speaking for myself and the rest of the ReachLocal Board, I want to extend heartfelt thanks to Zorik, a co-founder of the company, for his dedicated service to ReachLocal. His tireless leadership since 2003 led to the creation of a market-leading publicly traded company that has generated over 100 million leads for customers in 15 countries,” said Mr. Carlick. “ReachLocal will continue to invest in growth and product innovation, and we are confident that the Company remains well-positioned for future growth and success.”
Separately, the Company reaffirmed its guidance for the third quarter ended September 30, 2013 and for the 2013 calendar year.
About ReachLocal, Inc.
ReachLocal, Inc. (NASDAQ: RLOC) develops online marketing and transaction solutions that power local commerce for SMBs, from lead generation and lead conversion to booking and buying. Our global distribution network includes local Internet marketing consultants and service professionals, along with select third-party agencies and resellers throughout Canada, Australia, Austria, Brazil, Czech Republic, Germany, Japan, the Netherlands, New Zealand, Poland, Russia, Singapore, Slovakia, the United Kingdom, and the United States. ReachLocal is headquartered in Woodland Hills, Calif. Subscribe to ReachLocal’s free newsletter to receive news, tips and other online marketing insights.
Caution Concerning Forward-Looking Statements
This document includes certain forward-looking statements. These statements are based on the current expectations or beliefs of management of ReachLocal and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to (1) changes in economic, business, competitive, technological and/or regulatory factors, (2) difficulties launching new products, such as delays or achieving desired functionality and integration with our existing technology, (3) failure to compete successfully in a highly competitive and rapidly changing marketplace, (4) failure to retain key employees, and (5) other factors affecting the business operation of ReachLocal. More detailed information about these and other factors that may affect current expectations may be found in filings by ReachLocal with the U.S. Securities and Exchange Commission. ReachLocal is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
Media Contact:
ReachLocal, Inc.
Dana M. Harris
Vice President Corporate Communications
(818) 936-9904
dana.harris@reachlocal.com
Investor Relations:
The Blueshirt Group
Alex Wellins
(818) 575-6840
alex@blueshirtgroup.com