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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q/A
 AMENDMENT NO. 1
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-34197
 
 LOCAL.COM CORPORATION
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    33-0849123
(I.R.S. Employer
Identification Number)
 7555 Irvine Center Drive Irvine, CA 92618
 (949) 784-0800
 
 þ o
 o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ o þ




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LOCAL.COM CORPORATION
 Table of Contents
 PageEXPLANATORY NOTE
    
    2PART II. OTHER INFORMATIONItem 6. Exhibits
    
    3Signatures
    
    5Index to Exhibits
    
    6EX-31.1EX-31.2EX-32.1
  1




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EXPLANATORY NOTE
  2




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Item 6. Exhibits
 ExhibitNumber
    
    Description3.1 (1)
    
    Amended and Restated Certificate of Incorporation of the Registrant3.2 (2)
    
    Amendment to Restated Certificate of Incorporation of the Registrant3.2 (3)
    
    Amended and Restated Bylaws of the Registrant3.3 (4)
    
    Certificate of Ownership and Merger of Interchange Merger Sub, Inc. with and into
Interchange Corporation3.4 (5)
    
    Certificate of Designation of Rights, Preferences and Privileges of Series A
Participating Preferred Stock of Local.com Corporation.4.1 (5)
    
    Preferred Stock Rights Agreement, dated as of October 15, 2008, by and between Local.com
Corporation and Computershare Trust Company, N.A., as Rights Agent (which includes the
form of Certificate of Designation of Rights, Preferences and Privileges of Series A
Participating Preferred Stock of Local.com Corporation as Exhibit A thereto, the form of
Rights Certificate as Exhibit B thereto, and the Stockholder Rights Plan, Summary of
Rights as Exhibit C thereto).10.1 (6)#
    
    Description of the Material Terms of the Companys Bonus Program as of January 27, 2010.10.2 (7)
    
    Second Amendment dated February 5, 2010 to Loan and Security Agreement dated June 26,
2009, by and among Registrant, Local.com PG Acquisition Corporation, and Square 1 Bank.10.3 (8)
    
    Asset Purchase Agreement by and among the Registrant and LaRoss Partners, LLC dated
February 12, 2010.10.4 (9)
    
    SuperMedia Superpages Advertising Distribution Agreement effective April 1, 2010 by and
among the Registrant and SuperMedia LLC.10.5 (10)
    
    Asset Purchase Agreement by and among the Registrant and Turner Consulting Group, LLC
dated April 20, 2010.10.6 (11)
    
    First Amendment to Lease by and among the Registrant and The Irvine Company LLC dated
April 21, 2010.10.7 (11)
    
    Second Amendment to Lease by and among the Registrant and The Irvine Company LLC dated
April 21, 2010.10.8 (11)#
    
    Description of the Material Terms of the Registrants Bonus Program as of April 23, 2010.10.9 (11)#
    
    Second Amended and Restated Employment Agreement by and between the Registrant and Heath
Clarke dated April 26, 2010.10.10 (11)#
    
    Second Amended and Restated Employment Agreement by and between the Registrant and
Stanley B. Crair dated April 26, 2010.10.11 (11)#
    
    Amended and Restated Employment Agreement by and between the Registrant and Brenda Agius
dated April 26, 2010.10.12 (11)#
    
    Amended and Restated Employment Agreement by and between the Registrant and Michael
Plonski dated April 26, 2010.10.13 (12)
    
    Asset Purchase Agreement by and among the Registrant and LaRoss Partners, LLC dated May
28, 2010.10.14 (13)
    
    Third Amendment dated June 9, 2010 to Loan and Security Agreement dated June 26, 2009,
by and among Registrant and Square 1 Bank.10.15 (14)
    
    Amendment No. 7 to Yahoo! Publisher Network Agreement dated June 8, 2010 by and among
the Registrant and Yahoo! Inc.10.16 (15)
    
    Loan and Security Agreement dated June 28, 2010, by and between Registrant and Silicon
Valley Bank.10.17 (16)#
    
    Amended and Restated Employment Agreement by and between the Registrant and Scott Reinke
dated April 26, 2010.31.1*
    
    Certification of Principal Executive Officer Required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Principal Financial Officer Required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 
 *
    
    Filed herewith.#
    
    Indicates management contract or compensatory plan. 3




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(1)
    
    Incorporated by reference from the Registrants Statement on Form SB-2, Amendment No. 2,
filed with the Securities and Exchange Commission on September 16, 2004.(2)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 17, 2009(3)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on November 2, 2007.(4)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K/A, filed with the
Securities and Exchange Commission on November 2, 2006.(5)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 15, 2008.(6)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 1, 2010.(7)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 9, 2010.(8)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 16, 2010.(9)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 2, 2010.(10)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 22, 2010.(11)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 27, 2010.(12)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on June 1, 2010.(13)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on June 11, 2010.(14)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on June 11, 2010.(15)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on July 1, 2010.(16)
    
    Incorporated by reference from the Registrants Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on November 12, 2010. 4




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SIGNATURES
  LOCAL.COM CORPORATIONDate: January 3, 2011
    /s/ Heath B. ClarkeHeath B. ClarkeChief Executive Officer
(principal executive officer) and ChairmanDate: January 3, 2011
    /s/ Kenneth S. CragunKenneth S. CragunChief Financial Officer (principal financial
and accounting officer) and Secretary 5




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INDEX TO EXHIBITS
 ExhibitNumber
    
    Description3.1 (1)
    
    Amended and Restated Certificate of Incorporation of the Registrant3.2 (2)
    
    Amendment to Restated Certificate of Incorporation of the Registrant3.2 (3)
    
    Amended and Restated Bylaws of the Registrant3.3 (4)
    
    Certificate of Ownership and Merger of Interchange Merger Sub, Inc. with and into
Interchange Corporation3.4 (5)
    
    Certificate of Designation of Rights, Preferences and Privileges of Series A
Participating Preferred Stock of Local.com Corporation.4.1 (5)
    
    Preferred Stock Rights Agreement, dated as of October 15, 2008, by and between Local.com
Corporation and Computershare Trust Company, N.A., as Rights Agent (which includes the
form of Certificate of Designation of Rights, Preferences and Privileges of Series A
Participating Preferred Stock of Local.com Corporation as Exhibit A thereto, the form of
Rights Certificate as Exhibit B thereto, and the Stockholder Rights Plan, Summary of
Rights as Exhibit C thereto).10.1 (6)#
    
    Description of the Material Terms of the Companys Bonus Program as of January 27, 2010.10.2 (7)
    
    Second Amendment dated February 5, 2010 to Loan and Security Agreement dated June 26,
2009, by and among Registrant, Local.com PG Acquisition Corporation, and Square 1 Bank.10.3 (8)
    
    Asset Purchase Agreement by and among the Registrant and LaRoss Partners, LLC dated
February 12, 2010.10.4 (9)
    
    SuperMedia Superpages Advertising Distribution Agreement effective April 1, 2010 by and
among the Registrant and SuperMedia LLC.10.5 (10)
    
    Asset Purchase Agreement by and among the Registrant and Turner Consulting Group, LLC
dated April 20, 2010.10.6 (11)
    
    First Amendment to Lease by and among the Registrant and The Irvine Company LLC dated
April 21, 2010.10.7 (11)
    
    Second Amendment to Lease by and among the Registrant and The Irvine Company LLC dated
April 21, 2010.10.8 (11)#
    
    Description of the Material Terms of the Registrants Bonus Program as of April 23, 2010.10.9 (11)#
    
    Second Amended and Restated Employment Agreement by and between the Registrant and Heath
Clarke dated April 26, 2010.10.10 (11)#
    
    Second Amended and Restated Employment Agreement by and between the Registrant and
Stanley B. Crair dated April 26, 2010.10.11 (11)#
    
    Amended and Restated Employment Agreement by and between the Registrant and Brenda Agius
dated April 26, 2010.10.12 (11)#
    
    Amended and Restated Employment Agreement by and between the Registrant and Michael
Plonski dated April 26, 2010.10.13 (12)
    
    Asset Purchase Agreement by and among the Registrant and LaRoss Partners, LLC dated May
28, 2010.10.14 (13)
    
    Third Amendment dated June 9, 2010 to Loan and Security Agreement dated June 26, 2009,
by and among Registrant and Square 1 Bank.10.15 (14)
    
    Amendment No. 7 to Yahoo! Publisher Network Agreement dated June 8, 2010 by and among
the Registrant and Yahoo! Inc.10.16 (15)
    
    Loan and Security Agreement dated June 28, 2010, by and between Registrant and Silicon
Valley Bank.10.17 (16)#
    
    Amended and Restated Employment Agreement by and between the Registrant and Scott Reinke
dated April 26, 2010.31.1*
    
    Certification of Principal Executive Officer Required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Principal Financial Officer Required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 
 *
    
    Filed herewith.#
    
    Indicates management contract or compensatory plan.(1)
    
    Incorporated by reference from the Registrants Statement on Form SB-2, Amendment No. 2,
filed with the Securities and Exchange Commission on September 16, 2004. 6




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(2)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 17, 2009(3)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on November 2, 2007.(4)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K/A, filed with the
Securities and Exchange Commission on November 2, 2006.(5)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 15, 2008.(6)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 1, 2010.(7)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 9, 2010.(8)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 16, 2010.(9)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 2, 2010.(10)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 22, 2010.(11)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 27, 2010.(12)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on June 1, 2010.(13)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on June 11, 2010.(14)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on June 11, 2010.(15)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on July 1, 2010.(16)
    
    Incorporated by reference from the Registrants Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on November 12, 2010. 7