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As filed with the Securities and Exchange Commission on June 4, 2008
 Registration No.
   SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 LOCAL.COM CORPORATION
  Delaware
    
    33-0849123(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)
 
 One Technology Drive, Building G
Irvine, California 92618
 
 LOCAL.COM CORPORATION 2008 EQUITY INCENTIVE PLAN
 
 Heath B. Clarke
    
    Copy to:Chief Executive Officer and 
Chairman of the Board 
One Technology Drive, Building G 
Irvine, California 92618
(949) 784-0800
    
    Derek D. Dundas
Rutan & Tucker, LLP
611 Anton Boulevard, 14thFloor
Costa Mesa, California 92626
(714) 641-5100
 
  
  Large accelerated filer
o
    
    Accelerated filer
oNon-accelerated filer
þ (Do not check if a smaller reporting company)
    
    Smaller reporting company o
 CALCULATION OF REGISTRATION FEE
 ProposedProposed
    
    
    MaximumAmount
    
    
    Maximum
    
    
    Aggregate
    
    
    Amount ofTitle of Securities to
    
    
    to be
    
    
    Offering Price
    
    
    Offering
    
    
    Registrationbe Registered
    
    
    Registered(2)
    
    
    Per Share(3)
    
    
    Price(3)
    
    
    FeeCommon stock, par
value $0.00001 per
share, issuable
pursuant to the
Local.com Corporation
2008 Incentive Equity
Plan (1)
    
    
    1,000,000 shares
    
    
    $
    4.67
    
    
    
    $
    4,670,000.00
    
    
    
    $
    183.53Total:
    
    
    1,000,000 shares
    
    
    
    
    
    
    
    
    
    
    
    
    $
    183.53
 (1)
    
    The Local.com Corporation 2008 Equity Incentive Plan (the 2008 Plan) authorizes the
issuance of 1,000,000 shares of common stock, par value $0.00001 per share, of Local.com
Corporation, of which 1,000,000 of the authorized shares are being registered hereunder.
 (2)
    
    In accordance with Rule 416(a) of the Securities Act of 1933, as amended, this registration
statement shall also cover any additional shares of common stock which become issuable under
the 2008 Plan by reason of any stock dividend, stock split, recapitalization or similar
transaction.
 (3)
    
    Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of
1933, as amended. The price per share and aggregate offering prices for the 2008 Plan are
calculated on the basis of the average of the high and low sale prices of the Registrants
common stock as reported on the Nasdaq National Market on June 2, 2008.
 Proposed issuances to commence as soon after the effective date of the Registration Statement as practicable.




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TABLE OF CONTENTS  PART IPART IIItem 3. Incorporation of Documents by ReferenceItem 4. Description of SecuritiesItem 5. Interests of Named Experts and CounselItem 6. Indemnification of Directors and OfficersItem 7. Exemption from Registration ClaimedItem 8. ExhibitsItem 9. UndertakingsSIGNATURESINDEX TO EXHIBITSEXHIBIT 4.2EXHIBIT 5.1EXHIBIT 23.2    Table of Contents  INTRODUCTION
  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
 PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference.
  (a)
    
    The Registrants Annual Report on Form 10-K for the period ended December 31,
2007, filed with the Commission on March 10, 2008 pursuant to Section 13 of the
Securities Act of 1934, as amended (the Exchange Act);(b)
    
    The Registrants Quarterly Report on Form 10-Q for the period ended March 31,
2008, filed with the Commission on May 9, 2008 pursuant to Section 13 of the Exchange
Act;(c)
    
    The Registrants Current Reports on Form 8-K filed February 20, 2008, March 11,
2008, May 8, 2008 and June 4, 2008; and(d)
    
    The description of the Registrants Common Stock set forth under the caption
Description of Securities in the Registrants Registration Statement on Form SB-2
(No. 333-116965) as originally filed with the Securities and Exchange Commission on
June 29, 2004 or as subsequently amended, and in the prospectus included in such
filing.
  
 Item 4. Description of Securities.
  
 Item 5. Interests of Named Experts and Counsel.
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Item 6. Indemnification of Directors and Officers.
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Item 7. Exemption from Registration Claimed.
  
 Item 8. Exhibits.
  
 Item 9. Undertakings.
   (i)
    
    To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;(ii)
    
    To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the registration
statement. Notwithstanding the forgoing, any increase or decease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospects
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in the volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee
table in the effective registration statement; and(iii)
    
    To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
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SIGNATURES
  LOCAL.COM CORPORATIONBy:
    /s/ Heath B. ClarkeHeath B. ClarkeChairman and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title/s/ Heath B. Clarke
    
    Chairman and Chief Executive OfficerHeath B. Clarke
    
    (Principal Executive Officer)/s/ Douglas S. Norman
    
    Chief Financial Officer and SecretaryDouglas S. Norman
    
    (Principal Financial and Accounting Officer)/s/ Norman K. Farra Jr.
    
    DirectorNorman K. Farra Jr./s/ Philip K. Fricke
    
    DirectorPhilip K. Fricke/s/ Theodore E. Lavoie
    
    DirectorTheodore E. Lavoie/s/ John E. Rehfeld
    
    DirectorJohn E. Rehfeld
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INDEX TO EXHIBITS
 EXHIBIT4.1
    1
    2008 Equity Incentive Plan4.2
    
    Form of 2008 Equity Incentive Plan Stock Option Agreement5.1
    
    Opinion of Rutan & Tucker, LLP23.1
    
    Consent of Rutan & Tucker, LLP (included in Exhibit 5.1)23.2
    
    Consent of Haskell & White LLP, Independent Registered Public Accounting Firm24
    
    Power of Attorney (included in the signature page to this Registration Statement)
 
 1
    
    Exhibits 99.1 is incorporated herein by reference to Appendix A to the Registrants
Schedule 14A filed with the Securities and Exchange Commission on April 16, 2008 (File No.
000-50989). 7