-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EZrotKSrgMHvwcdO2K8BOrRhDbLWa/HXvGh89J9llhy+VxJVGJrLIJ4VyCQbc51a A5ia0Eubq81lvfaSUmUGtQ== 0000906344-07-000556.txt : 20070809 0000906344-07-000556.hdr.sgml : 20070809 20070808211252 ACCESSION NUMBER: 0000906344-07-000556 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070808 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOCAL.COM CENTRAL INDEX KEY: 0001259550 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330849123 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80337 FILM NUMBER: 071037551 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE STREET 2: BUILDING G CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 784-0800 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE STREET 2: BUILDING G CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: INTERCHANGE CORP DATE OF NAME CHANGE: 20030813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Levine Mitchell S CENTRAL INDEX KEY: 0001383492 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: (415) 677-1577 MAIL ADDRESS: STREET 1: ONE FERRY BUILDING, SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 local13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 LOCAL.COM CORPORATION --------------------- (Name of Issuer) Common Stock, $0.00001 par value per share ------------------------------------------ (Title of Class of Securities) 53954R105 --------- (CUSIP Number) July 31, 2007 ------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP 53954R105 SCHEDULE 13G Page 2 of 10 1. Names of Reporting Persons. Enable Capital Management, LLC I.R.S. Identification Nos. of above persons 73-1625368 (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power 1,000,000 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 1,000,000 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 1,000,000 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 7.1% 14. Type of Reporting Person (See Instructions) OO CUSIP 53954R105 SCHEDULE 13G Page 3 of 10 1. Names of Reporting Persons. Enable Growth Partners, L.P. I.R.S. Identification Nos. of above persons 75-3030215 (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power 850,000 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 850,000 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 850,000 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 6.0% 14. Type of Reporting Person (See Instructions) PN CUSIP 53954R105 SCHEDULE 13G Page 4 of 10 1. Names of Reporting Persons. Mitchell S. Levine I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of 5. Sole Voting Power 1,000,000 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 1,000,000 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 1,000,000 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 7.1% 14. Type of Reporting Person (See Instructions) IN CUSIP 53954R105 SCHEDULE 13G Page 5 of 10 Item 1(a). Name of Issuer: Local.com Corporation Item 1(b). Address of Issuer's Principal Executive Offices: One Technology Drive, Building G Irvine, CA 92618 Item 2(a). Names of Persons Filing: Enable Capital Management, LLC ("ECM") Enable Growth Partners, L.P. ("EGP") Mitchell S. Levine Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business address of the reporting persons is One Ferry Building, Suite 255, San Francisco, CA 94111. Item 2(c). Citizenship: Reference is made to Item 4 of pages 2, 3, and 4, of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities: Common Stock, $0.00001 par value Item 2(e). CUSIP Number: 53954R105 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: [ ] (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). [ ] (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). [ ] (e) An investment adviser in accordance with Section 240.13d- 1(b)(1)(ii)(E); CUSIP 53954R105 SCHEDULE 13G Page 6 of 10 [ ] (f) An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); [ ] (g) A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); [ ] (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); [ ] (j) Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Reference is hereby made to Items 5-9 and 11 of pages 2, 3, and 4, of this Schedule 13, which Items are incorporated by reference herein. The securities to which this Schedule relates (the "Securities") are owned by certain investment limited partnerships, including EGP, and other client accounts, for which ECM serves as general partner and/or investment manager. ECM, as EGP's and those other investment limited partnerships' and client accounts' general partner and/or investment manager, and Mitchell S. Levine, as managing member and majority owner of ECM, may therefore be deemed to beneficially own Securities owned by EGP and such other investment limited partnerships and client accounts for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that ECM or Mitchell S. Levine is, for any other purpose, the beneficial owner of any of the Securities, and each of ECM and Mitchell S. Levine disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. Under the definition of "beneficial ownership" in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the "beneficial owners" of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed. CUSIP 53954R105 SCHEDULE 13G Page 7 of 10 The calculation of percentage of beneficial ownership in item 11 of pages 2, 3, and 4 was derived from the Issuer's Current Form 8-K (the "Form 8-K") filed with the Securities and Exchange Commission on August 1, 2007 and the Securities Purchase Agreement (the "Purchase Agreement") by and among the Issuer and certain investors (including the reporting persons) dated as of July 31, 2007, a copy of which was attached as Exhibit 4.1 to the Form 8-K. The Form 8-K reported the issuance and sale of a total of 2,356,900 shares pursuant to the Purchase Agreement (the "Private Placement"), and the Purchase Agreement included a representation by the Issuer that the number of shares of its common stock outstanding as of July 31, 2007 (and prior to closing of the Private Placement) was 11,784,656 shares. The reporting persons have therefore assumed that the total number of shares of the Issuer's common stock outstanding immediately following the closing of the Private Placement was 14,141,556 shares. Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. ECM serves as general partner and/or investment manager to certain investment limited partnerships, including EGP, and other client accounts that have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities. Other than as reported in this Schedule, no investment limited partnerships' or other clients' holdings exceed five percent of the Issuer's common stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. CUSIP 53954R105 SCHEDULE 13G Page 8 of 10 Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 8, 2007 ENABLE CAPITAL MANAGEMENT, LLC By: /s/ Mitchell S. Levine ---------------------- Mitchell S. Levine, its Managing Member ENABLE GROWTH PARTNERS, L.P. By: Enable Capital Management, LLC, its General Partner By: /s/ Mitchell S. Levine ---------------------- Mitchell S. Levine, its Managing Member MITCHELL S. LEVINE /s/ Mitchell S. Levine ---------------------- Mitchell S. Levine CUSIP 53954R105 SCHEDULE 13G Page 9 of 10 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 10 CUSIP 53954R105 SCHEDULE 13G Page 10 of 10 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: August 8, 2007 ENABLE CAPITAL MANAGEMENT, LLC By: /s/ Mitchell S. Levine ---------------------- Mitchell S. Levine, its Managing Member ENABLE GROWTH PARTNERS, L.P. By: Enable Capital Management, LLC, its General Partner By: /s/ Mitchell S. Levine ---------------------- Mitchell S. Levine, its Managing Member MITCHELL S. LEVINE /s/ Mitchell S. Levine ---------------------- Mitchell S. Levine -----END PRIVACY-ENHANCED MESSAGE-----