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As filed with the Securities and Exchange Commission on December 7, 2000
Registration No. ______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act Of 1933
LOOKSMART, LTD.
(Exact name of issuer as specified in its charter)
______________________
DELAWARE 13-3904355
(State of Incorporation) (I.R.S. Employer Identification Number)
625 Second Street
San Francisco, CA 94107
(Address, including zip code, of Registrant's Principal Executive Offices)
______________________
ZEAL MEDIA, INC. 1999 Stock Plan
(Full Title of Plan)
______________________
Martin E. Roberts, Esq.
Vice President and General Counsel
LookSmart, Ltd.
625 Second Street
San Francisco, CA 94107
(415) 348-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Gregory J. Conklin, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, CA 94104
(415) 393-8200
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share (2) Offering Price Registration Fee (3)
-------------------------------------------- --------------- --------------- -------------- --------------------
<S> <C> <C> <C> <C>
Common Stock of the Registrant issuable
upon exercise of options granted under the
Zeal Media, Inc. 1999 Stock Plan............ 232,665 shares $2.19 $509,536.35 $134.52
====================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable upon exercise of options granted under
the Zeal Media, Inc. 1999 Stock Plan (the "1999 Plan") by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of common stock of the Registrant.
(2) Computed in accordance with Rule 457(h)(1) under the Securities Act of 1933
(the "Securities Act"), solely for the purpose of calculating the
registration fee. With respect to shares subject to outstanding options
under the 1999 Plan, the proposed maximum offering price per share is equal
to the weighted average exercise price of $2.19 per share.
(3) Computed in accordance with Section 6(b) under the Securities Act, solely
for the purpose of calculating the registration fee.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by LookSmart, Ltd., a
Delaware corporation ("LookSmart" or the "Company"), to register 232,665 shares
of the Company's common stock, par value $0.001 per share, issuable under the
Zeal Media, Inc. 1999 Stock Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions to Form S-8, Part I (Information Required in
the Section 10(a) Prospectus) is not filed as part of this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by LookSmart, Ltd., a Delaware
corporation ("LookSmart" or "Registrant"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed on March 30, 2000.
2. The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000.
3. The Registrant's Proxy Statement on Schedule 14A filed on April 28, 2000.
4. The Registrant's Registration Statement on Form 8-A relating to the
Registrant's Common Stock filed on June 14, 1999, and any amendment or report
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date 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 into this
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.
Not applicable.
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
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Zeal Media, Inc. 1999 Stock Plan.
4.2 Certificate of Incorporation of the Registrant (filed as Exhibit 3.1
to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-
80581), as amended and as declared effective by the Securities and
Exchange Commission on August 19, 1999.
4.3 Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-80581), as amended
and as declared effective by the Securities and Exchange Commission on
August 19, 1999.
5.1 Opinion of Gibson, Dunn & Crutcher LLP with respect to the legality of
the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1
hereto)
24.1 Power of Attorney.
ITEM 9. UNDERTAKINGS.
(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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) 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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 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, 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 December 7,
2000.
LOOKSMART, LTD.
By: /s/ Evan Thornley*
----------------------
Evan Thornley,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ EVAN THORNLEY* Chairman, Chief Executive December 7, 2000
---------------------------- Officer and Director
Evan Thornley (Principal Executive Officer)
/s/ TRACEY ELLERY* President, Director December 7, 2000
----------------------------
Tracey Ellery
/s/ NED BRODY* Chief Financial Officer December 7, 2000
---------------------------- (Principal Financial
Ned Brody Officer)
/s/ ROBERT MALLY Controller December 7, 2000
---------------------------- (Principal Accounting
Robert Mally Officer)
/s/ ANTHONY CASTAGNA* Director December 7, 2000
----------------------------
Anthony Castagna
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/s/ ROBERT J. RYAN* Director December 7, 2000
----------------------------
Robert J. Ryan
/s/ SCOTT WHITESIDE* Director December 7, 2000
----------------------------
Scott Whiteside
/s/ JAMES TANANBAUM* Director December 7, 2000
----------------------------
James Tananbaum
/s/ MARIANN BYERWALTER* Director December 7, 2000
----------------------------
Mariann Byerwalter
*By /s/ NED BRODY Attorney-in-fact December 7, 2000
-------------------------
Ned Brody
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INDEX TO EXHIBITS
Exhibit
Number Description
----------------------------
4.1 Zeal Media, Inc. 1999 Stock Plan.
4.2 Certificate of Incorporation of the Registrant (filed as Exhibit
3.1 to the Registrant's Registration Statement on Form S-1 (Reg.
No. 333-80581), as amended and as declared effective by the
Securities and Exchange Commission on August 19, 1999.
4.3 Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-80581), as amended
and as declared effective by the Securities and Exchange Commission
on August 19, 1999.
5.1 Opinion of Gibson, Dunn & Crutcher LLP with respect to the legality
of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1
hereto)
24.1 Power of Attorney.
