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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/04/05 Marchex Inc SB-2/A 12:5.5M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: SB-2/A Amendment No.2 to Form SB-2 HTML 3.64M
2: EX-1.1 Form of Purchase Agreement (Class B Common Stock HTML 160K
Offering).
3: EX-1.2 Form of Purchase Agreement (Preferred Stock HTML 177K
Offering).
4: EX-3.3 Form of Preferred Stock Certificate of HTML 202K
Designations
5: EX-4.2 Specimen Stock Certificate HTML 33K
6: EX-4.5 Form of Indenture HTML 500K
7: EX-5.1.1 Opinion and Consent of Nixon Peabody LLP. HTML 16K
8: EX-5.1.2 Opinion and Consent of Nixon Peabody LLP. HTML 18K
9: EX-23.1 Consent of Independent Registered Public HTML 9K
Accounting Firm
10: EX-23.2 Independent Auditors' Consent HTML 8K
11: EX-23.3 Independent Auditors' Consent HTML 7K
12: EX-25.1 Form T-1 HTML 39K
| Form T-1 |
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
| 800 Nicollet Mall Minneapolis, Minnesota |
55402 | |
| (Address of principal executive offices) | (Zip Code) |
U.S. Bank National Association
1420 5th Ave. 7th Floor
(206) 344-4686
(Name, address and telephone number of agent for service)
Marchex, Inc.
(Issuer with respect to the Securities)
| Delaware | 35-2194038 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 413 Pine Street Suite 500 Seattle, Washington |
98101 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
% Convertible Subordinated Debentures
(Title of the Indenture Securities)
FORM T-1
| Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business.* |
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* |
| 4. | A copy of the existing bylaws of the Trustee.* |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of September 30, 2004, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
| * | Incorporated by reference to Registration Number 333-67188. |
2
NOTE
The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Seattle, State of Washington on the 26th of January, 2005.
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: |
/s/ Shirley Young | |
| Assistant Vice President | ||
| By: |
/s/ Dyan Huhta | |
| Vice President | ||
3
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: January 26, 2005
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: |
/s/ Shirley Young | |
| Assistant Vice President | ||
| By: |
/s/ Dyan Huhta | |
| Vice President | ||
4
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2004
($000’s)
| 9/30/2004 | |||
| Assets |
|||
| Cash and Due From Depository Institutions |
$ | 6,973,101 | |
| Federal Reserve Stock |
0 | ||
| Securities |
39,400,687 | ||
| Federal Funds |
2,842,037 | ||
| Loans & Lease Financing Receivables |
121,000,954 | ||
| Fixed Assets |
1,846,496 | ||
| Intangible Assets |
10,035,484 | ||
| Other Assets |
10,354,644 | ||
| Total Assets |
$ | 192,453,403 | |
| Liabilities |
|||
| Deposits |
$ | 122,247,349 | |
| Fed Funds |
7,346,293 | ||
| Treasury Demand Notes |
0 | ||
| Trading Liabilities |
145,128 | ||
| Other Borrowed Money |
30,331,854 | ||
| Acceptances |
146,102 | ||
| Subordinated Notes and Debentures |
5,535,512 | ||
| Other Liabilities |
6,060,066 | ||
| Total Liabilities |
$ | 171,812,304 | |
| Equity |
|||
| Minority Interest in Subsidiaries |
$ | 1,013,889 | |
| Common and Preferred Stock |
18,200 | ||
| Surplus |
11,792,288 | ||
| Undivided Profits |
7,816,722 | ||
| Total Equity Capital |
$ | 20,641,099 | |
| Total Liabilities and Equity Capital |
$ | 192,453,403 | |
To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.
| U.S. Bank National Association | ||
| By: |
/s/ Shirley Young | |
| Assistant Vice President | ||
Date: January 26, 2005
5
| This ‘SB-2/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/4/05 | |||
| Filed on: | 2/3/05 | 8-K | ||
| 1/26/05 | ||||
| 9/30/04 | 10QSB | |||
| List all Filings | ||||