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As filed with the Securities and Exchange Commission on October 25, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________
LOOKSMART, LTD.
(Exact name of Registrant as specified in its charter)
_________________
Delaware 13-3904355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
487 Bryant Street
San Francisco, CA 94107-1316
(415) 597-4850
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
AMENDED AND RESTATED 1998 STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
________________
EVAN THORNLEY
Chief Executive Officer
LookSmart, Ltd.
487 Bryant Street
San Francisco, CA 94107-1316
(415) 597-4850
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________
Copies to:
BRIAN C. ERB, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
__________________
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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, check the following box.[X]
__________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of Each Class of Securities to to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 Stock Plan
Common Stock, $0.001 par value
(currently outstanding options) (1)....... 10,893,264 shares $ 2.13 $ 23,202,653 $ 6,450
- ----------------------------------------------------------------------------------------------------------------------
1998 Stock Plan
Common Stock, $0.001 par value
(options available for future grant) (2).. 7,142,899 shares $27.79 $198,501,163 $55,184
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Total 1998 Stock Plan shares registered... 18,036,163 shares $221,703,816 $61,634
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1999 Employee Stock Purchase Plan
Common Stock, $0.001 par value (3)........ 750,000 shares $23.62 $ 17,715,000 $ 4,925
- ----------------------------------------------------------------------------------------------------------------------
Total Registration Fees $66,559
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</TABLE>
(1) The computation is based upon the weighted average exercise price per share
of $2.13 as to 10,893,264 outstanding but unexercised options to purchase
Common Stock under the 1998 Stock Plan (the "Currently Outstanding
Options").
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(c) under the Securities Act of 1933, as amended, as
to the remaining 7,142,899 shares of Common Stock authorized for issuance
pursuant to the 1998 Stock Plan, solely for the purpose of calculating the
registration fee. No options have been granted with respect to such shares.
The computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on October 12, 1999
because the price at which the options to be granted in the future may be
exercised is not currently determinable.
(3) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee. The computation
is based upon 85% (see explanation in following sentence) of the average of
the high and low price of the Common Stock as reported on the Nasdaq
National Market on October 12, 1999 because the price at which the options
to be granted in the future may be exercised is not currently determinable.
Pursuant to the Employee Stock Purchase Plan, which plan is incorporated by
reference herein, the purchase price of a share of Common Stock shall be
equal to 85% of the fair market value of a share of Common Stock on the
enrollment date or the exercise date, whichever is lower.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
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The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The audited financial statements for the Registrant's fiscal year
ended December 31, 1998 contained in the Prospectus, dated
August 20, 1999, filed pursuant to Rule 424(b)(4) under the Securities
Act of 1933, as amended, on August 20, 1999.
(b) The description of the Common Stock of the Registrant contained in the
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, on June 14, 1999.
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of
this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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As of the September 15, 1999, WS Investment Company 99A, an investment
partnership composed of current and former members of and persons associated
with Wilson Sonsini Goodrich & Rosati, P.C., corporate counsel to the
Registrant, and members of Wilson Sonsini Goodrich & Rosati, P.C., beneficially
owned an aggregate of 11,997 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors and other corporate agents under certain circumstances
and subject to certain limitations. The Registrant's Certificate of
Incorporation and Bylaws provide that the Registrant shall indemnify its
directors, officers, employees and agents to the full extent permitted by
Delaware General Corporation Law, including in circumstances in which
indemnification is otherwise discretionary under Delaware Law. The Registrant
has entered into separate indemnification agreements with its directors,
officers and certain employees which requires the Registrant, among other
things, to indemnify them against certain liabilities which may arise by reason
of their status or service (other than liabilities arising from willful
misconduct of a culpable nature). The Registrant also intends to maintain
director and officer liability insurance, if available on reasonable terms.
The indemnification provisions and the indemnification agreement entered
into between the Registrant and its officers and directors may be sufficiently
broad to permit indemnification of the Registrant's officers and directors for
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act. The Registrant has obtained a policy of directors' and
officers' liability insurance that insures the Registrant's directors and
officers against the cost of defense, settlement or payment of a judgment under
certain circumstances.
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Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement. (See
Exhibit Index below).
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be an initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Francisco, State of California on
October 25, 1999.
LOOKSMART, LTD.
By: /s/ EVAN THORNLEY
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Evan Thornley, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Evan Thornley and Patricia Cole, jointly
and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
October 25, 1999
/s/ EVAN THORNLEY Chairman, Chief Executive
- ----------------------------------------- Officer and Director
Evan Thornley (Principal Executive Officer)
October 25, 1999
/s/ TRACEY ELLERY President, Director
- -----------------------------------------
Tracey Ellery
October 25, 1999
/s/ PATRICIA COLE Chief Financial Officer
- ----------------------------------------- (Principal Financial and
Patricia Cole Accounting Officer)
October 25, 1999
/s/ ANTHONY CASTAGNA Director
- -----------------------------------------
Anthony Castagna
October 25, 1999
/s/ PAUL RILEY Director
- -----------------------------------------
Paul Riley
October 25, 1999
/s/ ROBERT J. RYAN Director
- -----------------------------------------
Robert J. Ryan
October 25, 1999
/s/ SCOTT WHITESIDE Director
- -----------------------------------------
Scott Whiteside
</TABLE>
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INDEX TO EXHIBITS
Exhibit Number Exhibit Document
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4.1* Certificate of Incorporation of Registrant
4.2* Bylaws of Registrant
4.3* Amended and Restated 1998 Stock Plan
4.4* 1999 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being registered
(Counsel to the Registrant)
23.1A Consent of PricewaterhouseCoopers LLP (Independent Accountants)
23.1B Consent of PricewaterhouseCoopers LLP (Independent Accountants)
23.1C Consent of PricewaterhouseCoopers LLP (Independent Accountants)
23.1D Consent of PricewaterhouseCoopers LLP (Independent Accountants)
23.2 Consent of Ernst & Young LLP (Independent Accountants)
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page 3)
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* Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-80581), declared effective by the Securities and
Exchange Commission on August 19, 1999.
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[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
Exhibit 5.1
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October 25, 1999
LookSmart, Ltd.
487 Bryant Street
San Francisco, CA 94107-1316
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about October 25, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the Amended and Restated 1998 Stock Plan
(as to 18,036,163 shares) and of the 1999 Employee Stock Purchase Plan (as to
750,000 shares) (collectively, the "Plans" and the "Shares"). As legal counsel
for LookSmart, Ltd., we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the issuance
and sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
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Exhibit 23.1A
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 7, 1999, relating to the
consolidated financial statements of LookSmart, Ltd. and Subsidiaries, which
appears in LookSmart, Ltd.'s Prospectus dated August 19, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
San Francisco, California
October 20, 1999
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Exhibit 23.1B
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 7, 1999, relating to the
financial statements of BeSeen.com, Inc., which appears in LookSmart, Ltd.'s
Prospectus dated August 19, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
San Francisco, California
October 20, 1999
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Exhibit 23.1C
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 4, 1999, relating to the
financial statements of ITW NewCorp, Inc., which appears in LookSmart, Ltd.'s
Prospectus dated August 19, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
San Francisco, California
October 20, 1999
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Exhibit 23.1D
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 4, 1999, relating to the
financial statements of HomeBase Directories Pty Ltd., which appears in
LookSmart, Ltd.'s Prospectus dated August 19, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
San Francisco, California
October 20, 1999
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Exhibit 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference of our report dated March 24, 1999
(except for Note 6, as to which the date is April 9, 1999), with respect to the
financial statements of Guthy-Renker Internet, LLC for the 53 weeks ended
January 3, 1999 and year ended December 31, 1997 included in the LookSmart, Ltd.
Registration Statement (Form S-1 No. 333-80581), filed with the Securities and
Exchange Commission in the Registration Statement (Form S-8) pertaining to the
Amended and Restated 1998 Stock Plan and 1999 Employee Stock Purchase Plan of
LookSmart, Ltd.
/s/ Ernst & Young LLP
Riverside, CA
October 20, 1999
