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Share Name | Share Symbol | Market | Type |
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(MM) | NASDAQ:LOCM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.092 | 0 | 01:00:00 |
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): March 12, 2015
LOCAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-34197 | 33-0849123 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
7555 Irvine Center Drive
Irvine, California 92618
(Address of Principal Executive Offices)
(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 (see General Instruction A.2. below):
¨ | 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)) |
Item 8.01. | Other Events. |
In connection with the sale and issuance of Series B Senior Convertible Notes (the Series B Notes) in a direct offering pursuant to a prospectus supplement to Local Corporations (the Company) effective shelf registration statement on Form S-3 (Registration No. 333-196429) (the Registration Statement), the legal opinion letter of Baker & McKenzie LLP, counsel to the Company, regarding the validity of the Series B Notes and the shares of the Companys common stock issuable from time to time upon conversion or otherwise under the Series B Notes, is filed as Exhibit 5.1 to this Current Report on Form 8-K. The legal opinion letter and the consent of Baker & McKenzie LLP are also filed with reference to, and are hereby incorporated by reference into, the Registration Statement.
Item 9.01. | Financial Statements and Exhibits. |
The following Exhibits are being filed with this Current Report on Form 8-K:
Exhibit No. |
Description | |
5.1 | Opinion of Baker & McKenzie LLP | |
23.1 | Consent of Baker & McKenzie LLP (included in Exhibit 5.1) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 12, 2015 | LOCAL CORPORATION | |||||
By: | /s/ Kenneth S. Cragun | |||||
Chief Financial Officer and Secretary |
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EXHIBIT INDEX
Exhibit No. |
Description | |
5.1 | Opinion of Baker & McKenzie LLP | |
23.1 | Consent of Baker & McKenzie LLP (included in Exhibit 5.1) |
4
Exhibit 5.1
Baker & McKenzie LLP
452 Fifth Avenue New York, NY 10018 United States
Tel: +1 212 626 4100 Fax: +1 212 310 1600 www.bakermckenzie.com |
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March 12, 2015 Our ref: 10015535-22237146-2
Local Corporation 7555 Irvine Center Drive Irvine, California 92618
Ladies and Gentlemen:
We have acted as counsel to Local Corporation, a Delaware corporation (the Company), in connection with the Companys proposed issuance of $4,750,000 aggregate principal amount of the Companys Series B Senior Convertible Notes (the Series B Notes) under an Indenture, dated as of March 12, 2015 (the Base Indenture), between the Company and U.S. Bank National Association, as trustee (the Trustee), as amended and supplemented by the Second Supplemental Indenture, dated as of March 12, 2015 (the Supplemental Indenture and, together with the Base Indenture, the Indenture), among the Company, the Trustee and, solely with respect to Section 2.20 and the definitions related thereto, Square 1 Bank and Fast Pay Partners LLC, pursuant to the Securities Purchase Agreement, dated as of March 9, 2015, among the Company and each of the persons listed on the Schedule of Buyers attached thereto (the Agreement), as described in the Companys Registration Statement on Form S-3 (File No. 333-196429) filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), such Registration Statement, as amended and supplemented through and including the date hereof, including by the base prospectus dated June 12, 2014 (the Base Prospectus) and the prospectus supplement dated March 9, 2015 (together with the Base Prospectus, the Prospectus), being the Registration Statement.
The Registration Statement and the Prospectus also cover up to 6,699,575 shares of the Companys Common Stock, par value $0.00001 per share (the Note Shares), issuable from time to time upon conversion of or otherwise under the Series B Notes.
We have reviewed executed copies of the Agreement and the Indenture, and the form of the Series B Notes, and we have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.
Based upon and subject to the foregoing, we are of the opinion that: | |
Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein. |
1. | The Series B Notes have been duly and validly authorized by all necessary corporate action of the Company and, when duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered against payment therefor in accordance with the terms of, and in the manner contemplated by, the Agreement, the Series B Notes will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, liquidation, moratorium, and other similar affecting creditors rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). |
2. | The Note Shares have been duly and validly authorized and, when issued upon conversion or otherwise under the Series B Notes in accordance with the terms and conditions thereof, and assuming no change in the applicable law or facts, will be validly issued, fully paid and non-assessable. |
The opinions expressed above are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the to the Companys Current Report on Form 8-K filed on March 12, 2015, the incorporation by reference of this opinion into the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus and the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K.
Very truly yours,
/s/ Baker & McKenzie LLP
Baker & McKenzie LLP
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