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): December 3, 2013

REACHLOCAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-34749	20-0498783
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

21700 Oxnard Street, Suite 1600, Woodland Hills, California	91367
(Address of principal executive offices)	(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:

☐ 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 8.01 Other Events.

On December 3, 2013, ReachLocal, Inc. publicly disseminated a press release announcing it has entered into a non-binding letter of intent to contribute its ClubLocal business to a new entity in exchange for a minority equity interest. The other equity owners of the new entity would include a strategic investor with deep roots in the consumer space and a group of financial and operating investors including Zorik Gordon, a founder and former Chief Executive Officer of ReachLocal, and Michael Kline, an officer who, as previously announced, will be leaving ReachLocal at the end of 2013. The letter of intent includes a go-shop period running through December 24, 2013, during which ReachLocal can solicit and entertain other proposals related to the ClubLocal business.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.01	Press Release dated December 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.

Date: December 3, 2013	REACHLOCAL, INC.
	By:	/s/ Ross G. Landsbaum
	Name:	Ross G. Landsbaum
	Title:	Chief Financial Officer

EX-99

Exhibit 99.01

REACHLOCAL ANNOUNCES ITS INTENT TO CREATE A NEW VENTURE FOR CLUBLOCAL

Company has Entered into a Letter of Intent that Includes a Go-Shop Period

(WOODLAND HILLS, CA) – December 3, 2013 - ReachLocal, Inc. (NASDAQ:RLOC), a leader in powering local online marketing and commerce solutions for small-to-medium sized businesses (SMBs), today announced that, following a strategic review, the company will maintain its focus on a business-to-business (B2B) product vision and distribution organization. Consistent with this vision, ReachLocal has decided to seek strategic alternatives for its consumer-facing ClubLocal business that is currently in beta in two markets. To that end, ReachLocal has entered into a non-binding letter of intent for the transfer of the ClubLocal business to a new venture, which includes a go-shop period running through December 24, 2013.

“While we are seeing continued consumer interest in ClubLocal, as a consumer and publisher play it is not consistent with our strategic focus on our core digital marketing and marketing automation business. As a result, we are seeking to optimize our investment in ClubLocal and have entered into a letter of intent to form a new venture for the business,” said David Carlick, Interim Chief Executive Officer. “We will, however, continue to develop our suite of B2B commerce products, including our ReachEdge marketing automation system, to help our clients close the loop with their customers.”

Pursuant to the letter of intent, the ClubLocal operations would be contributed to a new entity in exchange for a minority equity interest. The other equity owners of the new entity would include a strategic investor with deep roots in the consumer space and a group of financial and operating investors including Zorik Gordon, a founder and former Chief Executive Officer of ReachLocal, and Michael Kline, an officer who, as previously announced, will be leaving ReachLocal at the end of 2013. The letter of intent includes a go-shop period running through December 24, 2013 during which ReachLocal can solicit and entertain other proposals related to the ClubLocal business. Interested parties should contact Jason Whitt, Senior Vice President of Corporate and Business Development, who can be reached at corpdev@reachlocal.com.

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) the uncertainty of the consummation of a transaction relating to the ClubLocal business, (2) changes in economic, business, competitive, technological and/or regulatory factors, (3) difficulties launching new products, such as delays or achieving desired functionality and integration with our existing technology, (4) failure to compete successfully in a highly competitive and rapidly changing marketplace, (5) failure to retain key employees, and (6) 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.

About ReachLocal, Inc.

ReachLocal, Inc. (NASDAQ: RLOC) develops online marketing and commerce 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 the United States, Canada, Australia, Austria, Brazil, Belgium, Czech Republic, Germany, Japan, the Netherlands, New Zealand, Poland, Russia, Singapore, Slovakia, and the United Kingdom. ReachLocal is headquartered in Woodland Hills, Calif. Subscribe to ReachLocal’s free newsletter to receive news, tips, and other online marketing insights.

Investor Relations: Alex Wellins The Blueshirt Group (415) 217-5861 alex@blueshirtgroup.com Media Contact:
Dana Harris
Vice President, Corporate Communications
ReachLocal, Inc.
(818) 936-9904
dana.harris@reachlocal.com