form8k.htm
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): May 19, 2008
LiveDeal,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-24217
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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 5.02.
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Termination of Chief
Executive Officer
On May 19, 2008, LiveDeal, Inc. (the “Company”)
terminated the employment of its Chief Executive Officer, Daniel L. Coury,
Sr. In connection with the termination of his employment, Mr. Coury
resigned from the Company’s board of directors (the “Board”), effective as of
May 23, 2008.
Pursuant to the terms of his employment
agreement with the Company dated September 19, 2006 (the “Employment
Agreement”), the Company will pay Mr. Coury (i) his earned but unpaid salary and
vacation through May 19, 2008 and (ii) a one-time lump sum payment of
$496,000. Of the 155,000 shares of restricted stock of the Company
that Mr. Coury presently owns, 111,667 shares will immediately vest and the
remaining 43,333 shares will be forfeited and cancelled. Mr. Coury
will also be maintained on the Company's health, dental and disability benefit
plans (or reimbursed for similar coverage in the event that the Company is
unable to maintain him on such plans) for a period of 12 months. As
required under the Employment Agreement, Mr. Coury provided the Company with a
general release of any and all claims relating to his employment and/or the
termination thereof in consideration of the payments described
above.
Appointment of New
Directors
On May 22, 2008, the Board appointed
Michael Edelhart and Gregory A. LeClaire to serve as directors of the Company,
effective immediately. The Board also appointed Messrs. Edelhart and
LeClaire to the following committees, effective immediately:
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Committee
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Appointments
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Audit
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LeClaire (chair);
Edelhart
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Compensation
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Edelhart
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Governance and
Nominating
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Edelhart;
LeClaire
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Mr. Edelhart has been Managing Director
of First30 Services, LLC, a consulting firm that he founded to serve new
companies in their early stages, since February 2008. Mr. Edelhart
also currently serves as an advisor to Infovell, Inc., a technology company, and
chairman of the board of Olive Software, Inc., an XML software
developer. Previously, Mr. Edelhart was Chief Executive Officer of
Zinio Systems, Inc., which produces and distributes magazines in digital form,
from January 2002 until June 2004. Mr. Edelhart has also served as a
senior director of an investment company, editor of various technology magazines
and Internet strategies consultant to such companies as Bloomberg, Reuters and
AARP. Mr. Edelhart has also authored more than 25 books, and he holds
a Bachelor of Science degree in journalism (summa cum laude) from the
University of Northern Colorado.
Mr. LeClaire has been Chief Financial
Officer and Corporate Secretary of ClearOne Communications, Inc., a manufacturer
and marketer of audio conferencing and related products, since September
2006. ClearOne is traded on the NASDAQ Capital Market
(CLRO). From April 2006 until August 2006, Mr. LeClaire served as
Vice President – Finance and Administration for LiveDeal, Inc., the Internet
classifieds company that the Company acquired in 2007. Prior to that,
Mr. LeClaire was Vice President and Chief Financial Officer of Utah Medical
Products, Inc., a multi-national medical device corporation that is presently
traded on the NASDAQ Global Market (UTMD). Mr. LeClaire has
significant experience in the areas of finance and accounting, SEC reporting,
Sarbanes-Oxley compliance, budgeting and financial management. He
holds a Master of Science degree in management from Stanford University’s Graduate School of Business and a
Bachelor of Science degree in accounting from the University of Utah.
Messrs. Edelhart and LeClaire will each
receive annual cash compensation in the amount of $36,000 for their service as
non-employee directors. Mr. LeClaire will receive an additional
$10,000 annual fee in connection with his service as chair of the Audit
Committee. In
addition, the newly
appointed directors
were each granted 10,000 shares of restricted
common stock of the Company upon their appointment to the Board.
Other than as described above, Messrs.
Edelhart and LeClaire were not appointed to the Board pursuant to any
arrangement or understanding with any other person and are not participants in
any existing or proposed transaction with the Company.
Appointment of New Chairman
of the Board
Also on May 22, 2008, the Board
appointed Rajesh Navar as its chairman. Mr. Navar replaces Joseph
Cunningham as chairman, effective immediately. Mr. Cunningham remains
a director of the Company. In
connection with his appointment as Chairman, Mr. Navar has decided to devote
more time to his duties on the Board. As a result, contrary to what
was previously disclosed in the Form 8-K that the Company filed on May 19, 2008,
Mr. Navar will not be spending more time in India.
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:
May 23, 2008
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/s/ Gary L. Perschbacher
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Gary
L. Perschbacher
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Chief
Financial Officer
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