As filed with the Securities and Exchange Commission on August 7, 2009

Registration No. 333-128317

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Post-Effective

Amendment No. 1 to

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

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MARCHEX, INC.

(Exact name of registrant as specified in its charter)

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Delaware		35-2194038
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

413 Pine Street, Suite 500

Seattle, WA 98101

(206) 331-3300

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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Russell C. Horowitz

Chairman and Chief Executive Officer

Marchex, Inc.

413 Pine Street, Suite 500

Seattle, WA 98101

(206) 331-3300

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

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Copy to:

Francis J. Feeney, Jr., Esq.

DLA Piper LLP (US)

33 Arch Street, 26^th Floor

Boston, MA 02110

(617) 406-6000

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Approximate date of commencement of proposed sale to public:    Not applicable.

If any of the securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨        Accelerated filer   þ         Non-accelerated filer   ¨        Smaller reporting company  ¨

(Do not check if a smaller reporting company)

 

DEREGISTRATION OF UNSOLD SECURITIES

 

On September 29, 2005, the Securities and Exchange Commission (the “Commission”) declared effective a registration statement on Form S-3 (File No. 333-128317) (the “Registration Statement”) of Marchex, Inc. (the “Registrant”) relating to the resale from time to time of up to 964,955 shares of Class B common stock of the Registrant (the “Registered Shares”) by the selling shareholders named in the Registration Statement pursuant to the plan of distribution set forth therein.

 

The Registrant’s obligation to keep the Registration Statement effective has terminated under the terms of its acquisition agreement with the selling stockholders. Pursuant to the undertaking of the Registrant as required by Item 512(a)(3) of Regulation S-K, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of its Registered Shares that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities. The Registrant will cooperate with eligible holders to remove the restrictive legends from the Registered Shares.

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on August 7, 2009.

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement No. 333-128317 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Russell C. Horowitz Russell C. Horowitz		Chairman and Chief Executive Officer (Principal Executive Officer)		August 7, 2009
/s/ Michael A. Arends Michael A. Arends		Chief Financial Officer (Principal Financial and Accounting Officer)		August 7, 2009
/s/ John Keister John Keister		President and Director		August 7, 2009
/s/ Dennis Cline Dennis Cline		Director		August 7, 2009
/s/ Anne Devereux Anne Devereux		Director		August 7, 2009
/s/ Nicolas J. Hanauer Nicolas J. Hanauer		Director		August 7, 2009
/s/ M. Wayne Wisehart M. Wayne Wisehart		Director		August 7, 2009

 

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