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

LOCAL.COM 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.)

One Technology Drive, Building G
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:

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))

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On April 20, 2010, Local.com Corporation (the “Registrant”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Turner Consulting Group, LLC (“Turner”) whereby the Registrant acquired up to 8,032 web hosting subscribers for a cash purchase price of up to $803,200 (“Purchase Price”). The Purchase Price is subject to adjustment in favor of the Registrant if Turner actually transfers fewer than 8,032 web hosting subscribers (the “Purchased Subscribers”), as more completely described in the Purchase Agreement.

The Purchase Agreement contains representations and warranties of the parties that are customary for a transaction of this type, which generally survive for twelve months from and after the Closing Date. The representations and warranties of Turner (including with respect to the Purchased Subscribers) are qualified by information contained in confidential disclosure schedules that Turner provided to the Registrant in connection with the execution of the Purchase Agreement. Although certain of the information contained in the disclosure schedules may be non-public, the Registrant does not believe that this information is required to be publicly disclosed under the Federal securities laws. Moreover, certain of these representations and warranties may not be accurate or complete as of a specific date because they are subject to a contractual standard of materiality that may be different from the standard generally applied under the Federal securities laws or were used for the purpose of allocating risk between the Registrant and Turner, rather than establishing matters as facts. Finally, information concerning the subject matter of these representations and warranties may have changed since the Closing Date, which may or may not be fully reflected in the Company’s public disclosures. Accordingly, you should not rely on these representations and warranties as statements of fact.

The Purchase Agreement also contains certain other covenants and agreements. For example, the Registrant and Turner agreed that any credits processed by local exchange carriers (“LECs”) or clearinghouses with respect to the Purchased Subscribers shall be the responsibility of the party that submitted the original billing for such Purchased Subscribers. The parties also agreed to protect the confidentiality of each other party’s non-public information, whether or not such information is related to the Purchased Subscribers. Finally, Turner provided certain nonsolicitation covenants with respect to the Purchased Subscribers in favor of the Registrant.

Turner agreed to defend, indemnify and hold harmless the Registrant and its affiliates, agents and representatives (the “Purchaser Indemnitees”), and any third party claiming by or through any of the Purchaser Indemnitees, from and against any and all losses arising out of or resulting from (i) any material inaccuracy of a representation or warranty made by Turner in the Purchase Agreement when made, (ii) any material breach of a covenant, agreement or obligation of Parent or Seller in the Purchase Agreement, (iii) the failure to timely pay, satisfy or discharge certain liabilities retained by Turner under the terms of the Purchase Agreement, (iv) any credits processed in error against Turner’ settlements or as an adjustment to reserves by LECs or clearinghouses for which the Registrant submitted the original billing to the LEC or clearinghouse (until 4 months after the Closing Date), and (v) any adjustment to the Purchase Price resulting from the actual number of Purchased Subscribers transferred to the Registrant by Turner, as calculated in accordance with the terms of the Purchase Agreement.

The Registrant agreed to defend, indemnify and hold harmless Turner and their respective affiliates, agents and representatives (the “Turner Indemnitees”), and any third party claiming by or through any of the Turner Indemnitees, from and against any and all losses arising out of or resulting from (i) any material inaccuracy of a representation or warranty made by Registrant in the Purchase Agreement when made, (ii) any material breach of a covenant, agreement or obligation of the Registrant in the Purchase Agreement, (iii) the failure to timely pay, satisfy or discharge certain liabilities assumed by the Registrant under the terms of the Purchase Agreement, and (iv) any credits processed in error against the Registrant’s settlements or as an adjustment to reserves by LECs or clearinghouses for which Turner submitted the original billing to the LEC or clearinghouse (until 120 days after the Closing Date).

The parties also agreed to establish an escrow account in connection with completing the transaction described above. $557,700 of the Purchase Price was held back in an escrow account (the “Seller Escrow Fund”) to secure the Registrant’s rights to seek indemnification under the Purchase Agreement, as well as any adjustment to the Purchase Price that might be required. The Seller Escrow Fund will terminate 75 days the Closing Date. The parties and

Square 1 Bank (as escrow agent) entered into a separate agreement with respect to the Seller Escrow Fund. The escrow agreement does not contain any obligations, rights or other provisions that are material to the Registrant.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1		Asset Purchase Agreement by and among the Registrant and Turner Consulting Group, LLC dated April 20, 2010.

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.

Exhibit Index

Exhibit
Number		Description
10.1		Asset Purchase Agreement by and among the Registrant and Turner Consulting Group, LLC dated April 20, 2010.