UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): September 7,
2010
LiveDeal,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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001-33937
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85-0206668
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2490
East Sunset Road, Suite 100, Las Vegas, Nevada
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89120
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(Address
of Principal Executive Offices)
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(Zip
code)
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(702)
654-9646
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.03.
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Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal
Year.
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Effective on
September 7, 2010
,
LiveDeal, Inc. (the
“
Company
”
) implemented a 1-For-10 reverse stock
split with respect to issued and outstanding shares of its common
stock.
As a result of the reverse stock split, every ten
shares of the Company's common stock issued and outstanding immediately prior to
September 7, 2010
were
automatically exchanged for one share of common stock, with any fractional
shares resulting from the exchange being rounded up to the nearest whole
share. Additionally, the Company’s authorized shares of common stock
were reduced to
10,0
00,000 shares
.
The
Company effected the reverse stock split by filing a Certificate of Change (the
“Certificate of Change”) with the Nevada Secretary of State. The Certificate of
Change provided for both the reverse stock split and corresponding reduction in
the authorized shares of common stock described above. The Company’s Board of
Directors approved the Reverse Stock Split on
August 12,
2010
. Shareholder approval was not required pursuant to
Sections 78.207 and 78.209 of the Nevada Revised Statutes.
A copy of the Certificate of Change is
attached hereto as Exhibit 3.1.
The Company issued a press release to
announce the reverse stock split. A copy of that press release is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01.
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Financial Statements and
Exhibits.
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Exhibit No.
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Description of
Exhibit
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3.1
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Certificate of Change of LiveDeal,
Inc.
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99.1
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Press Release issued by LiveDeal,
Inc. on
September 7,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LIVEDEAL,
INC.
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Date:
September 7, 2010
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/s/ Lawrence
W.
Tomsic
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Lawrence
W. Tomsic
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Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description of
Exhibit
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3.1
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Certificate of Change of LiveDeal,
Inc.
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99.1
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Press Release issued by LiveDeal,
Inc. on
September 7,
2010
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LIVEDEAL
ANNOUNCES
REVERSE STOCK SPLIT
LAS VEGAS,
September 7
, 2010 (BUSINESS WIRE) -- LiveDeal, Inc.
(NASDAQ: LIVE), a provider of web-based customer acquisition services for small
businesses, announced today
that,
effective as of the
opening of trading this morning, the company has completed a 1-for-10 reverse
stock split. Accordingly, every ten shares of the company’s common
stock have been combined into one share of common stock. Any
fractional share that results from the reverse stock split will be rounded to
the next whole share.
The reverse stock split affects all of
LiveDeal’s outstanding common stock. In addition, the number of
shares of common stock that LiveDeal is authorized to issue was reduced to 10
million in connection with the reverse stock split.
The impact of the reverse stock split
will be reflected in the company’s share price beginning
today. LiveDeal’s common stock will trade under the symbol “LIVED”
for a period of 20 trading days as a result of the reverse stock
split. LiveDeal’s common stock will also trade under a new CUSIP
number.
LiveDeal’s shareholders of record will
receive instructions from its transfer agent, Registrar and Transfer Company,
regarding the procedures for exchanging their stock certificates in connection
with the reverse stock split.
Shareholders are encouraged to surrender
their stock certificates in connection with the reverse stock
split.
Those
shareholders who hold their LiveDeal common stock in “street name” will receive
instructions from their broker if they need to take any action in connection
with the reverse stock split.
Th
e company’s Board of Directors
approved
the reverse stock
split to help LiveDeal regain compliance with the $1.00 minimum bid price
requirement for continued listing on the NASDAQ Capital
Market.
About LiveDeal
, Inc.
LiveDeal provides local customer
acquisition services for small businesses to deliver an affordable way to extend
their marketing reach to local, relevant customers via the
Internet. LiveDeal delivers local search engine marketing (SEM) and
custom website products that combine leading technology with a strong
partnership model and an inside sales team to create an efficient platform local
businesses need to create and optimize their Internet search advertising
campaigns. LiveDeal partners with Google, Yahoo!, MSN and others.
LiveDeal is headquartered in
Las Vegas
,
Nevada
. For more information, visit
www.livedeal.com.
Investment Relations
Contact:
Larry Tomsic, CFO
Phone: 702-939-0230
Ltomsic@livedeal.com
Press Release
Contact:
Pamela Sziebert, VP of
Marketing
Phone: 702-939-0230
Psziebert@livedeal.com
###
