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Registration No. 333-89613
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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 No.)
_________________________
625 Second Street
San Francisco, CA 94107
(415) 348-7000
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
_________________________
AMENDED AND RESTATED
1998 STOCK PLAN
(Full Title of Plan)
_________________________
Martin E. Roberts
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)
_________________________
Copies to:
Gregory J. Conklin, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, CA 94104
(415) 393-8200
_________________________
CALCULATION OF REGISTRATION FEE
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TITLE PROPOSED PROPOSED
OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
Common Stock, 2,500,000 shares (3) $15.4375 $38,593,750 $10,188.75
$0.001 par value
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers shares issued pursuant to antidilution
provisions set forth in the Amended and Restated 1998 Stock Plan. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Amended and Restated 1998 Stock Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average
of the high and low price of the Company's Common Stock as reported on the
Nasdaq National Market on September 11, 2000.
(3) Represents an increase in the number of shares authorized for issuance
under the Amended and Restated 1998 Stock Plan.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by LookSmart, Ltd., a
Delaware corporation (the "Company"), to register an additional 2,500,000 shares
of the Company's common stock, par value $0.001 per share, issuable under the
Company's Amended and Restated 1998 Stock Plan, and consists of only those items
required by General Instruction E to Form S-8.
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
In accordance with General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8 (Registration No. 333-89613)
previously filed by the Company with the Securities and Exchange Commission on
October 25, 1999 is incorporated herein by reference and made a part hereof.
ITEM 8. EXHIBITS.
Pursuant to General Instruction E, only those opinions and consents
required by Item 8 are provided, as follows.
Exhibit No. Description
----------- -----------
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
additional securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5
hereto).
24 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:
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(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;
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 Company
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 September 12,
2000.
LOOKSMART, LTD.
By: *
------------------------
Evan Thornley
Chief of Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
DATE SIGNATURE TITLE
---- --------- -----
*
---------------------- Chairman, Chief Executive Officer
September 12, 2000 and Director
Evan Thornley (Principal Executive Officer)
*
---------------------- President and Director
September 12, 2000
Tracy Ellery
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*
---------------------------------- Chief Financial Officer
September 12, 2000 (Principal Financial Officer)
Ned Brody
*
---------------------------------- Controller
September 12, 2000 (Principal Accounting Officer)
Robert Mally
*
---------------------------------- Director
September 12, 2000
Mariann Byerwalter
*
---------------------------------- Director
September 12, 2000
Anthony Castagna
*
---------------------------------- Director
September 12, 2000
Paul Riley
*
---------------------------------- Director
September 12, 2000
Robert J. Ryan
*
---------------------------------- Director
September 12, 2000
Scott Whiteside
*
---------------------------------- Director
September 12, 2000
James Tanenbaum
* By /s/ Martin E. Roberts
---------------------------------- Attorney-in-fact
Martin E. Roberts
September 12, 2000
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EXHIBIT INDEX
Exhibit No. Description
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5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
additional securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5
hereto).
24 Power of Attorney.
