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 29, 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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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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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Appointment
of Interim Chief Executive Officer
On May 29, 2008, the board of directors (the “Board”)
of LiveDeal, Inc. (the “Company”) appointed Michael Edelhart as interim Chief Executive Officer of
the Company, effective
June 1, 2008. Mr. Edelhart was previously appointed as a
director of the Company on May 22, 2008. He will remain a member of
the Board (and continue to receive Board-related compensation) during his
service as interim Chief Executive Officer, but will not serve on the Board’s
Audit, Compensation or Governance and Nominating Committees.
Mr. Edelhart, 56, 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.
In connection with his appointment as
interim Chief Executive Officer, Mr. Edelhart and the Company entered into an
employment agreement dated June 1, 2008 (the “Employment
Agreement”). Under the terms of the Employment Agreement, Mr.
Edelhart’s appointment is for an initial term of three months, after which the
term may be renewed on a monthly or quarterly basis.
The Employment Agreement requires that
Mr. Edelhart devote at least half of his time to his
duties as interim Chief Executive Officer. He will be paid a monthly
salary of $10,000 during the term and will be eligible to receive a bonus of up
to $7,500 based on the Company’s achievement of certain performance targets
established by the Board and/or its Compensation Committee. Mr.
Edelhart also received an option to purchase 5,000 shares of the Company’s
common stock, which vests in three equal installments over the three-month term
of the Employment Agreement. The option and Mr. Edelhart’s holdings
of restricted common stock of the Company would immediately vest and accelerate
upon any change of control of the Company. Finally, the Employment
Agreement provides that the Company will reimburse Mr. Edelhart for reasonable
business expenses and allow him to participate in its regular benefit
programs.
Appointment
of New Director
On May 22, 2008, the Board appointed Richard Sommer to serve as a director of the Company,
with the appointment being contingent on his receiving approval from the
ZipRealty Board of Directors, of which Mr. Sommer is a member. Mr. Sommer
received such approval on June 2, 2008, at which time his appointment to the
Board became effective. The Board also appointed Mr. Sommer to chair
its Compensation Committee
and serve on its Mergers and Acquisitions Committee, effective
immediately.
Mr. Sommer is a former Chief Executive Officer of ZipRealty and has served on the
Board of Directors of ZipRealty since September 2006. Prior to joining ZipRealty, Mr. Sommer
was the Chief Executive Officer of HomeGain.com. In addition to his leadership of
HomeGain, Mr. Sommer served as Senior Vice President of Business Development for the mortgage banking
division of IndyMac Bank. He also served as President and Managing Director of international real estate operations for Realtor.com. Mr. Sommer also co-founded and was President and Chief Executive
Officer of Accordus, a
technology infrastructure company serving the health care products industry. From 1988 until 1998, Mr. Sommer was founder, President and Chief Executive Officer of De La Cruz Occupational Healthcare.
He began his career with McKinsey &
Co. He graduated cum laude in 1983 from
Princeton University with a degree in politics and was a
Rhodes Scholar at Oxford University, where he earned a Master’s Degree in international political
economy. In 1990, he earned a law degree from the
Stanford Law School.
Mr. Sommer will receive annual cash compensation
in the amount of $46,000, including $36,000 for his service as a non-employee
director and $10,000 for his service as chair of the Compensation
Committee. In
addition, Mr. Sommer will
be granted 10,000 shares of
restricted common stock of the Company when his appointment to the Board becomes effective.
Other than as described above,
Mr. Sommer was not appointed to the Board pursuant
to any arrangement or understanding with any other person and is not a
participant in any existing or proposed transaction with the
Company.
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:
June 3, 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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