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): February 4, 2016
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 1.01 |
Entry into a Material Definitive Agreement. |
On February 4, 2016, ReachLocal, Inc. and the affiliates of VantagePoint Capital Partners (“VantagePoint”) that hold ReachLocal’s 4.00% Convertible Second Lien Subordinated Notes (the “Convertible Notes”), entered into an amendment to the Convertible Notes. The amendment provides that, except in certain circumstances, the convertibility of the Convertible Notes is limited such that conversion may not result in the holders collectively acquiring beneficial ownership of more than 1.9% of ReachLocal’s outstanding shares of common stock during any 12-month period.
VantagePoint and its affiliates beneficially own approximately 45% of ReachLocal’s common stock, and Alan Salzman, VantagePoint’s Chief Executive Officer and Managing Partner, is a member of ReachLocal’s Board of Directors.
The above description of the amendment is qualified in its entirety by reference to that agreement, a copy of which will be filed as an exhibit to ReachLocal’s next Annual Report on Form 10-K.
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: February 5, 2016 |
REACHLOCAL, INC. | |
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By: |
/s/Ross G. Landsbaum |
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Name: |
Ross G. Landsbaum |
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Title: |
Chief Financial Officer |