Attached files
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EX-99.2 - FINANCIAL STATEMENTS OF BUSINESS ACQUIRED, SCREAMIN MEDIA GROUP, INC. - LOCAL Corp | d235827dex992.htm |
EX-99.4 - UNAUDITED FINANCIAL STATEMENTS OF BUSINESS ACQUIRED, SCREAMIN MEDIA GROUP, INC. - LOCAL Corp | d235827dex994.htm |
EX-99.3 - UNAUDITED PRO FORMA FINANCIAL INFORMATION - LOCAL Corp | d235827dex993.htm |
EX-23.1 - CONSENT OF HASKELL & WHITE LLP - LOCAL Corp | d235827dex231.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 8, 2011
Date of Report (Date of earliest event reported)
LOCAL.COM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-34197 | 33-0849123 | ||
(State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification Number) |
7555 Irvine Center Drive
Irvine, CA 92618
(Address of principal executive offices) (Zip Code)
(949) 784-0800
(Registrants 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 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)) |
Explanatory Note
On July 14, 2011, Local.com Corporation (the Registrant) filed a Current Report on Form 8-K to report the Companys acquisition of Screamin Media Group, Inc. The acquisition became effective on July 9, 2011, following the execution by the Registrant on July 8, 2011, of an Agreement and Plan of Merger by and among the Registrant, Screamin Media Group, Inc., a Delaware corporation (SMG), Agile Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Registrant (Subcorp), and Dan Griffith, as Stockholders Agent, pursuant to which Subcorp was merged with and into SMG and SMG became a wholly-owned subsidiary of the Registrant. In that previously filed Current Report on Form 8-K, the Registrant indicated that it would file an amendment to the Form 8-K no later than September 23, 2011, to provide financial information to the extent required by Item 9.01 of Form 8-K. This Amendment No. 1 to the Current Report on Form 8-K for Local.com Corporation is being filed to provide the financial statements and Pro Forma information required by Item 9.01.
Item 2.01. | Acquisition or Disposition of Assets. |
The information set forth in Item 2.01 of the Current Report on Form 8-K filed by the Registrant on July 14, 2011 is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(a) | Exhibit 99.2: Financial Statements of Business Acquired. Screamin Media Group, Inc. |
Report of Independent Auditors |
||||
Balance Sheet as of December 31, 2010 |
2 | |||
Statement of Operations for the year ended December 31, 2010 |
3 | |||
Statement of Stockholders Equity (Deficit) for the year ended December 31, 2010 |
4 | |||
Statement of Cash Flows for the year ended December 31, 2010 |
5 | |||
Notes to Financial Statements |
6 |
(b) | Exhibit 99.3: Pro Forma Financial Information. Local.com Corporation and Screamin Media Group, Inc. |
Unaudited Pro Forma Information |
1 | |||
Unaudited Pro Forma Balance Sheet as of June 30, 2011 |
2 | |||
Unaudited Pro Forma Statements of Operations for the three and six months ended June 30, 2011 |
3 | |||
Unaudited Pro Forma Statements of Operations for the three and six months ended June 30, 2010 |
4 | |||
Unaudited Pro Forma Statements of the year ended December 31, 2010 |
5 | |||
Notes to Unaudited Pro Forma Financial Statements |
6 |
(c) | Exhibit 99.4: Financial Statements of Business Acquired. Screamin Media Group, Inc. |
Unaudited Balance Sheet as of June 30, 2011 |
1 | |||
Unaudited Statements of Operations for the three and six months ended June 30, 2011 and 2010 |
2 | |||
Unaudited Statements of Cash Flows for the six months ended June 30, 2011 and 2010 |
3 | |||
Notes to Unaudited Financial Statements |
4 |
(d) | Exhibits |
2.1** |
Agreement and Plan of Merger by and among Local.com Corporation, Agile Acquisition Corporation, Screamin Media Group, Inc. and Dan Griffith, as stockholders agent dated July 8, 2011. |
2
23.1* |
Consent of Haskell & White LLP. | |
99.1** |
Press Release of Local.com Corporation dated July 11, 2011. | |
99.2* |
Financial Statements of Business Acquired, Screamin Media Group, Inc. | |
99.3* |
Unaudited Pro Forma Financial Information. | |
99.4* |
Unaudited Financial Statements of Business Acquired, Screamin Media Group, Inc. |
* | Filed herewith. |
** | Incorporated by reference from the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 14, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 23, 2011 | By: | /s/ Kenneth S. Cragun | ||||
Kenneth S. Cragun | ||||||
Chief Financial Officer and Secretary |
EXHIBIT INDEX
2.1** |
Agreement and Plan of Merger by and among Local.com Corporation, Agile Acquisition Corporation, Screamin Media Group, Inc. and Dan Griffith, as stockholders agent dated July 8, 2011. | |
23.1* |
Consent of Haskell & White LLP. | |
99.1** |
Press Release of Local.com Corporation dated July 11, 2011. | |
99.2* |
Financial Statements of Business Acquired, Screamin Media Group, Inc. | |
99.3* |
Unaudited Pro Forma Financial Information. | |
99.4* |
Unaudited Financial Statements of Business Acquired, Screamin Media Group, Inc. |
* | Filed herewith. |
** | Incorporated by reference from the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 14, 2011. |