Registration Statement
As filed with the Securities and Exchange Commission on March 15, 2012
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REACHLOCAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
20-0498783
(I.R.S. Employer
Identification Number)
|
21700 Oxnard Street, Suite 1600
Woodland Hills, California 91367
(Address of Principal Executive Offices including Zip Code)
ReachLocal, Inc. Director Stock Plan
ReachLocal, Inc. Amended and Restated 2008 Stock Incentive Plan
(Full Title of the Plan)
|
Adam F. Wergeles, Esq.
ReachLocal, Inc.
21700 Oxnard Street, Suite 1600
Woodland Hills, California 91367
(818) 274-0260
|
Copy To:
Christopher L. Kaufman, Esq.
Bradley A. Helms, Esq.
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, California 90071-1560
(213) 485-1234
|
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:
| Large Accelerated Filer ¨ | Accelerated Filer ý | ||
| Non-Accelerated Filer ¨ | Smaller Reporting Company ¨ |
CALCULATION OF REGISTRATION FEE
|
Title of Securities
To Be Registered
|
Amount
to be
Registered (1)
|
Proposed
Maximum
Offering Price
Per Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount of
Registration
Fee
|
|
Common Stock, $0.00001 Par Value
|
1,284,837 (2 )
|
$7.60 (3)
|
$9,764,761
|
$1,119.04
|
|
Common Stock, $0.00001 Par Value
|
200,000 (4)
|
$7.60 (3)
|
$1,520,000
|
$174.19
|
|
(1)
|
In the event of a stock split, stock dividend or similar transaction involving the Registrant’s common stock, $0.00001 par value per share (“Common Stock”), the number of shares registered hereby shall automatically be adjusted in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”)
|
|
(2)
|
Represents 1,284,837 additional shares of Common Stock issuable pursuant to the ReachLocal, Inc. Amended and Restated 2008 Stock Incentive Plan (the “2008 Plan”).
|
|
(3)
|
This estimate is made pursuant to Rule 457(c) and 457(h) of the Securities Act for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is $7.60, which is the average of the high and low prices for the Registrant’s Common Stock as reported on The Nasdaq Global Market on March 9, 2012.
|
|
(4)
|
Represents 200,000 additional shares of Common Stock issuable pursuant to the ReachLocal, Inc. Director Stock Plan (the “Director Stock Plan”).
|
EXPLANATORY NOTE
This registration statement is filed by ReachLocal, Inc. (the “Registrant,” “we” or “us”). On January 1, 2012, pursuant to Section 3.1(a) of the 2008 Plan, the number of shares of Common Stock issuable pursuant to the Registrant’s 2008 Plan was automatically increased. This registration statement registers those 1,284,837 additional shares of Common Stock. In addition, this registration statement registers 200,000 additional shares issuable pursuant to the Registrant’s Director Stock Plan. Accordingly, the contents of our previous
registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2010
(File No. 333-166971) and February 18, 2011 (File No. 333-172321)
are incorporated by reference into this Registration Statement pursuant to General
Instruction E of Form S-8,
except as amended hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
|
Item 3.
|
Incorporation of Documents by Reference
|
The Commission allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the Commission will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the Commission:
|
|
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 001-34749), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed; and
|
|
|
(b)
|
The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-34749), filed by the Registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on May 19, 2010, including any amendments or reports filed for the purpose of updating such description.
|
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and before the filing of a post-effective amendment stating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to be a part of this registration statement. Information contained in a Current Report on Form 8-K furnished to the Commission will not be incorporated by reference into this registration statement.
|
Item 5.
|
Interests of Named Experts and Counsel
.
|
Not applicable.
|
Item 8.
|
Exhibits
|
See Index to Exhibits immediately following the signature page.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Los Angeles, State of California, on this 15th day of March, 2012.
|
REACHLOCAL, INC.
|
|||
|
|
By:
|
/s/ Zorik Gordon | |
|
Zorik Gordon
|
|||
| Chief Executive Officer | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Zorik Gordon, Ross G. Landsbaum and Michael Kline, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
|
Signature
|
Title
|
Date
|
|
|
/s/ Zorik Gordon
|
Chief Executive Officer, Director (Principal Executive Officer)
|
March 15, 2012
|
|
| Zorik Gordon | |||
|
/s/ Ross G. Landsbaum
|
Chief Financial Officer (Principal Financial Officer)
|
March 15, 2012
|
|
|
Ross G. Landsbaum
|
|||
|
/s/ David Day
|
Senior Vice President, Corporate Controller and
|
March 15, 2012
|
|
| David Day | Chief Accounting Officer (Principal Accounting Officer) | ||
|
/s/ David Carlick
|
Director
|
March 15, 2012
|
|
|
David Carlick
|
|||
|
/s/ Robert Dykes
|
Director
|
March 15, 2012
|
|
|
Robert Dykes
|
|||
|
/s/ James Geiger
|
Director
|
March 15, 2012
|
|
|
James Geiger
|
|||
|
/s/ Habib Kairouz
|
Director
|
March 15, 2012
|
|
|
Habib Kairouz
|
|||
|
/s/ Alan Salzman
|
Director
|
March 15, 2012
|
|
|
Alan Salzman
|
INDEX TO EXHIBITS
|
Exhibit
No.
|
Description of Document
|
|
4.01
|
Form of Amended and Restated Certificate of Incorporation of ReachLocal, Inc. (incorporated by reference from Exhibit 3.01 to the Registrant’s registration statement on Form S-1, as amended, filed with the Commission on February 2, 2010 (No. 333-163905))
|
|
4.02
|
Form of Amended and Restated Bylaws of ReachLocal, Inc. (incorporated by reference from Exhibit 3.02 to the Registrant’s registration statement on Form S-1, as amended, filed with the Commission on February 2, 2010 (No. 333-163905))
|
|
4.03
|
Form of ReachLocal, Inc. Common Stock Certificate (incorporated by reference from Exhibit 4.01 to the Registrant’s registration statement on Form S-1, as amended, filed with the Commission on April 27, 2010 (No. 333-163905))
|
|
4.04
|
Second Amended and Restated Investors’ Rights Agreement, by and among ReachLocal, Inc., the Investors listed on Exhibit A, Exhibit B, Exhibit C and Exhibit D thereto, and the Founders listed on Exhibit E thereto, dated as of September 17, 2007 and as amended as of July 1, 2008, May 14, 2009, and May 18, 2009 (incorporated by reference from Exhibit 4.02 to the Registrant’s registration statement on Form S-1, as amended, filed with the Commission on February 2, 2010 (No. 333-163905))
|
|
4.05
|
ReachLocal, Inc. Director Stock Plan, effective as of February 21, 2010 (incorporated by reference from Exhibit 10.18 to the Registrant’s registration statement on Form S-1, as amended, filed with the Commission on April 27, 2010 (No. 333-163905))
|
|
4.06
|
Amended and Restated ReachLocal, Inc. 2008 Stock Incentive Plan, to be in effect upon completion of the offering (incorporated by reference from Exhibit 10.22 to the Registrant’s registration statement on Form S-1, as amended, filed with the Commission on April 27, 2010 (No. 333-163905))
|
|
5.01
|
Opinion of Latham & Watkins LLP
|
|
23.01
|
Consent of Latham & Watkins LLP (included in Exhibit 5.01)
|
|
23.02
|
Consent of Independent Registered Public Accounting Firm, Grant Thornton LLP
|
|
24.01
|
Power of Attorney (included in the signature page to this registration statement)
|
Exhibit 5.01
|
Re:
|
Registration Statement on Form S-8: 1,484,837 shares of Common Stock, par value $0.00001 per share
|
Ladies and Gentlemen:
We have acted as special counsel to ReachLocal, Inc., a Delaware corporation (the “
Company
”), in connection with the registration by the Company of 1,484,837 shares of common stock of the Company, par value $0.00001 per share (the “
Shares
”), issuable under the Company’s Amended and Restated 2008 Stock Incentive Plan (the “
2008 Plan
”) and the Company’s Director Stock Plan (the “
Director Plan
”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “
Securities Act
”), filed with the Securities and Exchange Commission (the “
Commission
”) on March 15, 2012 (the “
Registration Statement
”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.
We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by and pursuant to the 2008 Plan and the Director Plan, and assuming in each case that the individual issuances, grants or awards under the 2008 Plan and the Director Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law, the 2008 Plan and the Director Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company and the Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
|
Very truly yours,
/s/ Latham & Watkins LLP
|
Exhibit 23.02
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 15, 2011, with respect to the consolidated financial statements and internal controls over financial reporting included in the Annual Report on Form 10-K for the year ended December 31, 2011 of ReachLocal, Inc. (“Company”). We consent to the incorporation by reference in this Registration Statement on Form S-8 of the aforementioned reports.
/s/ GRANT THORNTON LLP
Los Angeles, California
March 15, 2012