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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/22/24 Marchex Inc. S-8 4/22/24 4:106K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 74K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 9K
3: EX-23.2 Consent of Expert or Counsel HTML 5K
4: EX-FILING FEES Filing Fees HTML 19K
| Page | (sequential) | (alphabetic) | ↑Top | ||
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| 1 | 1st Page – Filing Submission | ||||
| " | Power of Attorney (included on the signature page to this registration statement) | ||||
| S-8 |
As filed with the Securities and Exchange Commission on April 22, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARCHEX, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
35-2194038 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1200 5th Ave, Suite 1300
(Address of Principal Executive Office)
2021 Stock Incentive Plan
(Full title of the plan)
Francis J. Feeney
Secretary
Marchex, Inc.
1200 5th Ave., Suite 1300
(206) 331-3300
(Name and address, including zip code and telephone number, including area code of agent for service)
Copies to:
Andrew D. Ledbetter, Esq.
DLA Piper LLP (US)
701 Fifth Avenue, Suite 6900
(206) 839-4845
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. :
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
INTRODUCTION
This Registration Statement on Form S-8 is filed by Marchex, Inc., a Delaware corporation (“Marchex” or the “Company”) to register an additional 1,299,680 shares of the Company’s Class B common stock, par value $0.01 per share, issuable under the Company’s 2021 Stock Incentive Plan (the “Plan”). This Registration Statement consists of only those items required by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not filed as part of this Registration Statement pursuant to the instructions to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with General Instruction E to Form S-8, the following documents previously filed by the Company with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference and made a part hereof:
In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents.
Item 8. Exhibits.
Exhibit Number |
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Description |
4.1 * |
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5.1 |
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23.1 |
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23.2 |
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24.1 |
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Power of Attorney (included on the signature page to this registration statement). |
107 |
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* Incorporated by reference to Appendix A of Marchex, Inc.’s Definitive Proxy Statement on Form 14A (File No. 000-50658) as filed with the Commission on August 20, 2021 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on April 22, 2024.
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MARCHEX, INC. |
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By: |
/s/ HOLLY A. AGLIO |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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We, the undersigned officers and directors of Marchex, Inc., hereby severally constitute and appoint Holly A. Aglio as our true and lawful attorney with full power to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Marchex, Inc. to comply with the provisions of the Securities Act, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ EDWIN MILLER |
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Chief Executive Officer (Principal Executive Officer) |
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/s/ HOLLY A. AGLIO |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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Chairman |
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Vice Chairman |
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/s/ DENNIS CLINE |
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Dennis Cline Director |
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/s/ DONALD COGSVILLE |
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Director |
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Director |
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| This ‘S-8’ Filing | Date | Other Filings | ||
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| Filed on / Effective on: | 4/22/24 | |||
| 8/20/21 | 4, DEF 14A, DEFA14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Marchex Inc. 10-K 12/31/23 78:9.2M Donnelley … Solutions/FA 4/18/23 Marchex Inc. S-8 4/18/23 5:105K ActiveDisclosure/FA 4/15/22 Marchex Inc. S-8 4/15/22 4:97K ActiveDisclosure/FA 12/22/21 Marchex Inc. S-8 12/22/21 3:107K ActiveDisclosure/FA 3/30/04 Marchex Inc. 8-A12G 1:27K Donnelley … Solutions/FA |