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As Filed with the Securities and Exchange Commission on
July 2, 2007
 
 
 Registration
No. 333-141890
 
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 AMENDMENT
NO. 1
TO
FORM S-3
 
 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
 LOCAL.COM CORPORATION
  
 Delaware
(State or other jurisdiction of incorporation or 
organization)
    
    33-0849123
(I.R.S. Employer
Identification Number)
 
 One Technology Drive, Building G
Irvine, California 92618
(949) 784-0800
 
 Heath B. Clarke
One Technology Drive, Building G
Irvine, California 92618
(949) 784-0800
 Copies to:
 Derek D. Dundas, Esq.
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, California 92626
(714) 641-5100
 Approximate date of commencement of proposed sale to the public:
From time to time after the effective date hereof.
  o
 x
 o
 o  o




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CALCULATION OF REGISTRATION FEE
 
 Title of each
    
    
    
    
    
    
    
    Proposed maximum
    
    
    
    Proposed maximumclass of securities
    
    
    Amount to be
    
    
    
    offering price
    
    
    
    aggregate offering
    
    
    
    Amount ofto be registered
    
    
    Registered (1)
    
    
    
    per unit
    
    
    
    price
    
    
    
    registration feeCommon stock, $0.00001 par value per
share, issuable upon the conversion of
senior secured convertible notes
    
    
    
    1,990,050
    
    
    
    $
    4.78
    (2)
    
    
    $
    9,512,439.00
    
    
    
    $
    292.03Common stock, $0.00001 par value per share,
issuable upon the exercise of warrants
    
    
    
    867,662
    
    
    
    $
    4.78
    (3)
    
    
    $
    4,147,424.36
    
    
    
    $
    127.33Total
    
    
    
    2,857,712
    
    
    
    
    
    
    
    
    $
    13,659,863.36
    
    
    
    $
    419.36
    (4)
 
 (1)
    
    All 3,725,374 shares registered pursuant to this registration statement are to be offered by
the selling stockholders. Pursuant to Rule 416 under the Securities Act, this registration
statement also covers such number of additional shares of common stock to prevent dilution
resulting from stock splits, stock dividends or similar events, or as a result of
anti-dilution provisions contained in the warrants.
 (2)
    
    Estimated solely for purposes of calculating the amount of the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933 based on the average of the high and low
sales prices of the Registrants common stock on the Nasdaq Capital Market on March 28, 2007,
which was approximately $4.78.
 (3)
    
    Estimated solely for the purpose of calculating the amount of the registration fee in
accordance with Rule 457(g) under the Securities Act.
 
 (4)
    
    Previously paid in connection with the original filing of this registration statement,
filed with the Securities and Exchange Commission on April 4, 2007
(SEC Registration No. 333-141890).




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The information in this prospectus is not complete and may be changed. The selling stockholders may
not sell securities under this prospectus until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any state in which such
offer or sale is not permitted.
 
 SUBJECT
TO COMPLETION, DATED JULY [  ], 2007
 
 PROSPECTUS
 
  
 Local.com Corporation
  
  
 
    
    1,990,050 shares of our common stock issuable upon the conversion of senior secured
convertible notes which we sold in a private placement transaction on February 23, 2007;
and
    
    1,867,662 shares of our common stock which are issuable upon the exercise of warrants
which were issued in a private placement transaction on February 23, 2007.
  
  
 Investing in our common stock involves risks. See Risk Factors beginning on page 3.
 
  
 The date of this prospectus is [ ], 2007




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TABLE OF CONTENTS
 Prospectus Summary
    
    
    1Risk Factors
    
    
    3Special Note Regarding Forward-Looking Statements
    
    
    11Use of Proceeds
    
    
    12Selling Security Holders
    
    
    13Plan of Distribution
    
    
    15Legal Matters
    
    
    16Experts
    
    
    16Where You Can Find More Information
    
    
    17Incorporation of Certain Documents by Reference
    
    
    17EXHIBIT 5.1EXHIBIT 23.1




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PROSPECTUS SUMMARY
 This summary does not contain all of the information you should consider before buying shares of
our common stock. You should read the entire prospectus carefully, especially the Risk Factors
section beginning on page 3 of this prospectus and the financial statements and the related notes
contained or incorporated by reference in this prospectus before deciding to invest in shares of
our common stock. Unless the context requires otherwise, as used in this prospectus, the terms
Local.com, we, us and our refer to Local.com Corporation.
 About Us
      Corporate Information
   
   1




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2




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RISK FACTORS
 Investing in our common stock involves a high degree of risk. You should carefully consider the
risks described below with all of the other information included in this prospectus before making
an investment decision. If any of the possible adverse events described below actually occur, our
business, results of operations or financial condition would likely suffer. In such an event, the
market price of our common stock could decline and you could lose all or part of your investment.
The risks and uncertainties described below are not the only ones we face. Additional risks and
uncertainties not presently known to us or that we currently believe to be immaterial may also
adversely affect our business, results of operations or financial condition.
 Risks Relating to Our Business
 If we are not successful with our Local.com initiative, our future financial performance may be
affected.
  We have historically incurred losses and expect to incur losses in the future, which may impact our
ability to implement our business strategy and adversely affect our financial condition.
  We face intense competition from larger, more established companies, as well as our own Advertiser
Network partners, and we may not be able to compete effectively, which could reduce demand for our
services.
   3




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We rely on our Advertiser Network partners to provide us access to their advertisers, and if they
do not, it could have an adverse impact on our business.
  Our executive officers and certain key personnel are critical to our success, and the loss of these
officers and key personnel could harm our business.
  The market for Internet and local search advertising services is in the early stages of
development, and if the market for our services decreases it will have a material adverse effect on
our business, prospects, financial condition and results of operations.
  We expect that our anticipated future growth, including through potential acquisitions, may strain
our management, administrative, operational and financial infrastructure, which could adversely
affect our business.
  4




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We may incur impairment losses related to goodwill and other intangible assets which could have a
material and adverse effect on our financial results.
  We may be subject to intellectual property claims that create uncertainty about ownership of
technology essential to our business and divert our managerial and other resources.
     5




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We may be subject to lawsuits for information displayed on our web sites and the web sites of our
advertisers, which may affect our business.
  Government and legal regulations may damage our business.
  If we do not deliver traffic that converts into revenue for advertisers, then the advertisers may
pay us less for their listing or discontinue listings with us.
  If we fail to detect click-through fraud, we could lose the confidence of our advertisers, thereby
causing our business to suffer.
  Failure to adequately protect our intellectual property and proprietary rights could harm our
competitive position.
  6




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We may experience downward pressure on our bid prices if advertisers do not obtain a competitive
return on investment, which could have a material and adverse effect on our financial results.
  Two of our Advertiser Network partners have provided a substantial portion of our revenue; the loss
of either of these partners may have a material adverse effect on our operating results.
  Two customers account for a significant portion of our accounts receivable, and the failure to
collect from those customers would harm our financial condition and results of operations.
  A significant portion of the traffic to our local.com web site is acquired from other search
engines, mainly google.com, the loss of the ability to acquire traffic could have a material and
adverse effect on our financial results.
  Problems with our computer and communication systems may harm our business.
  7




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We rely on third party technology, server and hardware providers, and a failure of service by these
providers could adversely affect our business and reputation.
  State and local governments may be able to levy additional taxes on Internet access and electronic
commerce transactions, which could result in a decrease in the level of usage of our services.
  Risks Relating to this Offering and Ownership of Our Common Stock
 The market price of our common stock has been and is likely to continue to be highly volatile,
which could cause investment losses for our stockholders and result in stockholder litigation with
substantial costs, economic loss and diversion of our resources.
   
    
    developments concerning proprietary rights, including patents, by us or a competitor;
    
    market acceptance of our new and existing services and technologies;
    
    announcements by us or our competitors of significant contracts, acquisitions,
commercial relationships, joint ventures or capital commitments;
    
    actual or anticipated fluctuations in our operating results;
    
    continued growth in the Internet and the infrastructure for providing Internet access
and carrying Internet traffic;
    
    introductions of new services by us or our competitors;
    
    enactment of new government regulations affecting our industry;
    
    changes in the number of our Advertising and Distribution Network partners;
    
    seasonal fluctuations in the level of Internet usage;
    
    loss of key employees;
    
    institution of intellectual property litigation by or against us;
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
    
    success of our international expansion;
    
    changes in the market valuations of similar companies; and
    
    changes in our industry and the overall economic environment.
  Future sales of shares of our common stock that are eligible for sale by our stockholders may
decrease the price of our common stock.
  Anti-takeover provisions may limit the ability of another party to acquire us, which could cause
our stock price to decline.
  
    
    special meetings of our stockholders may be called only by our Chief Executive Officer,
by a majority of the members of our board of directors or by the holders of shares entitled
to cast not less than 10% of the votes at the meeting;
    
    stockholder proposals to be brought before any meeting of our stockholders must comply
with advance notice procedures;
    
    our board of directors is classified into three classes, as nearly equal in number as
possible;
    
    newly-created directorships and vacancies on our board of directors may only be filled
by a majority of remaining directors, and not by our stockholders;
    
    a director may be removed from office only for cause by the holders of at least 75% of
the voting power entitled to vote at an election of directors;
    
    our amended and restated bylaws may be further amended by our stockholders only upon a
vote of at least 75% of the votes entitled to be cast by the holders of all outstanding
shares then entitled to vote generally in the election of directors, voting together as a
single class; and
    
    our board of directors is authorized to issue, without further action by our
stockholders, up to 10,000,000 shares of undesignated preferred stock with rights and
preferences, including voting rights, designated from time to time by our board of
directors.
 9




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Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be
limited.
  10




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
    11




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USE OF PROCEEDS
 
  
 12




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SELLING SECURITY HOLDERS
 
  
 
    
    1,990,050 shares of our common stock issuable upon the conversion of senior secured
convertible notes which we sold in a private placement transaction on February 23, 2007;
and
    
    867,662 shares of our common stock which are issuable upon the exercise of warrants
which were issued in a private placement transaction on February 23, 2007.
  
    
    the name of each selling stockholder;
    
    the nature of any material relationship within the past three years between any selling
stockholder and Local.com or any of our affiliates based on information currently available
to us;
    
    the number of shares of our common stock beneficially owned by each selling stockholder
prior to this offering;
    
    the number of shares of our common stock offered hereunder by each selling stockholder;
and
    
    the number and percent of shares of our common stock beneficially owned by each selling
stockholder after the offering is complete. This calculation assumes that all shares are
sold pursuant to this offering and that no other shares of common stock are acquired or
disposed of by the selling stockholder prior to the termination of this offering.
  
  
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Shares Beneficially OwnedAfter Offering is CompleteShares OfferedShares Offered
    
    
    Pursuant to thisNumber of Shares
    
    
    Pursuant to this
    
    
    Prospectus fromBeneficially Owned
    
    
    Prospectus from
    
    
    Exercise ofName of selling security holder
    
    Prior to Offering
    
    
    Conversion of Notes
    
    
    Warrants
    
    
    Number
    
    
    PercentageHearst Communications, Inc. (1)
    
    
    2,686,567
    
    
    
    1,492,537
    
    
    
    597,015
    
    
    
    597,015
    
    
    
    6.3
    %SRB Greenway Capital, L.P. (2)
    
    
    91,432
    
    
    
    50,796
    
    
    
    20,318
    
    
    
    20,318
    
    
    
    *SRB Greenway Capital (QP), L.P. (2)
    
    
    770,822
    
    
    
    428,234
    
    
    
    171,294
    
    
    
    171,294
    
    
    
    1.8
    %SRB Greenway Offshore Operating Fund, L.P. (2)
    
    
    33,269
    
    
    
    18,483
    
    
    
    7,393
    
    
    
    7,393
    
    
    
    *GunnAllen Financial Inc. (4)
    
    
    196,711
    
    
    
    
    
    
    
    43,931
    
    
    
    152,780
    
    
    
    1.6
    %Norman K. Farra Jr. (3)
    
    
    117,921
    
    
    
    
    
    
    
    27,711
    
    
    
    90,210
    
    
    
    1.0
    %
 
 *
    
    - Less than 1%(1)
    
    Hearst Communications, Inc. is the direct owner of the Note and the Warrants and the
underlying securities of each (collectively, the Securities) if converted. Pursuant
to the definition of beneficial owner set forth in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, each of Hearst Magazines Property, Inc., Communications Data
Services, Inc., Hearst Holdings, Inc., The Hearst Corporation and The Hearst Family Trust may
be deemed to beneficially own the Note and Warrants and the underlying Securities. Hearst
Magazines Property, Inc. has the power to direct the disposition and voting of the Securities
as the controlling shareholder of Hearst Communications, Inc. Communications Data Services,
Inc. has the power to direct the disposition and voting of the Securities as the sole
shareholder of Hearst Magazines Property, Inc. Hearst Holdings, Inc. has the power to direct
the disposition and voting of the Securities as the sole shareholder of Communications Data
Services, Inc. The Hearst Family Trust and The Hearst Corporation have the power to direct the
disposition and voting of the Securities as the direct or indirect sole shareholders of The
Hearst Corporation and Hearst Holdings, Inc., respectively. Accordingly, Hearst
Communications, Inc. shares the power to direct the disposition and voting of the Securities
beneficially owned by it, and Hearst Magazines Property, Inc., Communications Data Services,
Inc., Hearst Holdings, Inc., The Hearst Corporation and The Hearst Family Trust share the
power to direct the disposition and voting of the Securities beneficially owned by Hearst
Communications, Inc. Hearst Communications, Inc. is a corporation managed by a board of directors and a group of
senior executive officers. Because the shares owned by Hearst Communications, Inc. represent an
immaterial asset of Hearst Communications, Inc., any senior executive officer may exercise sole
voting and/or dispositive power with respect to the shares.(2)
    
    BC Advisors, LLC (BCA) is the general partner of SRB Management, L.P. (SRB Management).
SRB Management is the general partner of SRB Greenway Capital, L.P. (SRBGC), SRB Greenway
Capital (Q.P.), L.P. (SRBQP) and SRB Greenway Offshore Operating Fund, L.P (SRB Offshore).
Steven R. Becker is the sole principal of BCA. Through his control of BCA, Mr. Becker
possesses sole voting and investment control over the portfolio securities of each of SRBGC,
SRBQP and SRB Offshore.(3)
    
    Norman K. Farra Jr. is a member of our board of directors.(4)
    
    Richard A. Frueh is the natural person who exercises the voting and dispositive power with
respect to the shares owned by GunnAllen Financial, Inc.
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PLAN OF DISTRIBUTION
   
    
    ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
    
    block trades in which the broker-dealer will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the transaction;
    
    purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
    
    an exchange distribution in accordance with the rules of the applicable exchange;
    
    privately negotiated transactions;
    
    to cover short sales effected after the date the registration statement of which this
prospectus is a part of is declared effective by the SEC;
    
    through the writing or settlement of options or other hedging transactions, whether
through an option exchange or otherwise;
    
    broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share; and
    
    a combination of any such methods of sale.
     15




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LEGAL MATTERS
  
 EXPERTS
  16




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WHERE YOU CAN FIND MORE INFORMATION
    
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
    
    Our Annual Report on Form 10-K for the fiscal year ended December 31, 2006;
    
    Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007;
    
    Our current reports on Form 8-K filed January 23, 2007, January 26, 2007, February 26,
2007, March 7, 2007, March 8, 2007, March 26, 2007,
April 4, 2007 and May 9, 2007;
    
    All of our filings pursuant to the Exchange Act after the date of the initial filing of
this registration statement and prior to the effectiveness of this registration statement;
and
    
    The description of our common stock contained in our registration statement on Form SB-2
filed with the SEC on June 29, 2004 and amended on August 11, 2004, September 16, 2004,
October 7, 2004, and October 18, 2004.
  17




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Part II.
 INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution.
  SEC registration fee
    
    $
    547Accounting fees and expenses
    
    
    5,000Legal fees and expenses
    
    
    5,000Printing and engraving expenses
    
    
    1,000Miscellaneous
    
    
    4,000Total
    
    $
    15,547
 Item 15. Indemnification of Directors and Officers.
  
    
    any breach of the directors duty of loyalty to us or our stockholders;
    
    any act or omission not in good faith or that involves intentional misconduct or a
knowing violation of law;
    
    any act related to unlawful stock repurchases, redemptions or other distributions or
payments of dividends; or
    
    any transaction from which the director derived an improper personal benefit.
   
    
    we may indemnify our directors, officers, and employees to the fullest extent permitted
by the Delaware General Corporation Law, subject to limited exceptions;
    
    we may advance expenses to our directors, officers and employees in connection with a
legal proceeding to the fullest extent permitted by the Delaware General Corporation Law,
subject to limited exceptions; and
    
    the rights provided in our amended and restated bylaws are not exclusive.
  II-1




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ExhibitDocument
    
    NumberForm of Underwriting Agreement
    
    
    1.1Amended and Restated Certificate of Incorporation
    
    
    3.1Amended and Restated Bylaws
    
    
    3.2Form of Indemnification Agreement
    
    
    10.9
 Item 16. Exhibits
 
 ExhibitNumber
    
    Exhibit Description4.1 (1)
    
    Purchase Agreement dated February 22, 2007 by and among the Registrant, Hearst
Communication Inc., SRB Greenway Capital, L.P., SRB Greenway Capital (QP), L.P.
and SRB Greenway Offshore Operating Fund, L.P.4.2 (1)
    
    Form of warrants to be issued to GunnAllen Financial Inc. and Norman K. Farra Jr.4.3 (2)
    
    Amendment No. 1 to Purchase Agreement dated March 29, 2007 by and among
Registrant, Hearst Communication Inc., SRB Greenway Capital, L.P., SRB Greenway
Capital (QP), L.P. and SRB Greenway Offshore Operating Fund, L.P.5.1*
    
    Opinion of Rutan & Tucker, LLP23.1*
    
    Consent of Haskell & White LLP, independent registered public accounting firm23.2*
    
    Consent of Rutan & Tucker, LLP (included in Exhibit 5.1)24.1**
    
    Power of Attorney (see Page II-4 of this Form S-3)
 
 *
    
    Filed herewith.**
    
    Previously filed.
 (1)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 26, 2007.
 (2)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 4, 2007.
 Item 17. Undertakings
  1.
    
    To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to:A. Include any prospectus required by section 10(a)(3) of the Securities Act;
 II-2




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B. Reflect in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information in the registration statement; and 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; andC. Include any additional or changed material information on the plan of distribution.
 2.
    
    For determining liability under the Securities Act, to treat each post-effective amendment as
a new registration statement of the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
 3.
    
    To file a post-effective amendment to remove from registration any of the securities that
remain unsold at the end of the offering.
  II-3




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SIGNATURES
 
  
 LOCAL.COM CORPORATION/s/ Heath B. ClarkeHeath B. ClarkeChairman and Chief Executive Officer 
 
  
 Signature
    
    Title
    
    Date/s/ Heath B. Clarke

Heath B. Clarke
    
    Chairman, Chief Executive Officer and Director
    
    July 2, 2007/s/ Douglas S. Norman
    
    Chief Financial Officer and Secretary
    
    July 2, 2007Douglas S. Norman*
    
    Director
    
    July 2, 2007Norman K. Farra Jr.*
    
    Director
    
    July 2, 2007Philip K. Fricke*
    
    Director
    
    July 2, 2007Theodore E. Lavoie*
    
    Director
    
    July 2, 2007John E. Rehfeld/s/ Heath B. Clarke
    
    
    
    July 2, 2007Heath
B. ClarkeAttorney-in-fact
 
 II-4




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EXHIBIT INDEX
 
 ExhibitNumber
    
    Exhibit Description4.1 (1)
    
    Purchase Agreement dated February 22, 2007 by and among the Registrant, Hearst
Communication Inc., SRB Greenway Capital, L.P., SRB Greenway Capital (QP), L.P.
and SRB Greenway Offshore Operating Fund, L.P.4.2 (1)
    
    Form of warrants to be issued to GunnAllen Financial Inc. and Norman K. Farra Jr.4.3 (2)
    
    Amendment No. 1 to Purchase Agreement dated March 29, 2007 by and among
Registrant, Hearst Communication Inc., SRB Greenway Capital, L.P., SRB Greenway
Capital (QP), L.P. and SRB Greenway Offshore Operating Fund, L.P.5.1*
    
    Opinion of Rutan & Tucker, LLP23.1*
    
    Consent of Haskell & White LLP, independent registered public accounting firm23.2*
    
    Consent of Rutan & Tucker, LLP (included in Exhibit 5.1)24.1**
    
    Power of Attorney (see Page II-4 of this Form S-3)
 
 *
    
    Filed herewith.**
    
    Previously filed.
 (1)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 26, 2007.
 (2)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 4, 2007.