Business Context and Reporting Period
Company: Marchex, Inc.
Filing Type: Form 8-K (Current Report)
Date: February 8, 2005
Event: Announcement of the pricing of a public offering of shares of Class B common stock and 4.75% convertible exchangeable preferred stock.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report serves as a disclosure of a capital raising event rather than a financial performance statement.
Material Changes
The material change disclosed is the initiation of a public offering involving:
- Shares of Class B common stock.
- 4.75% convertible exchangeable preferred stock.
The pricing of these securities was announced on February 8, 2005.
Guidance, Outlook, and Risks
Management Commentary: The registrant issued a press release (Exhibit 99.1) detailing the offering. The full text of this release is not included in the provided filing text.
Regulatory Note: The information in Item 7.01 and Item 9.01(c) is furnished under Regulation FD and is not deemed "filed" for purposes of Section 18 of the Exchange Act. It shall not be incorporated by reference into other documents unless expressly stated.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for specific pricing terms, share counts, and proceeds of the offering.
- Verify the conversion terms and exchangeability features of the 4.75% convertible exchangeable preferred stock.
- Confirm the use of proceeds from the public offering as detailed in the full press release.
- Check for any underwriting agreements or lock-up provisions associated with the Class B common stock offering.