| LookSmart, Ltd. - Form 8-K - November 6, 2013 |
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 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): | November 5, 2013 |
| LookSmart, Ltd. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-26357 | 13-3904355 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 555 California Street, Suite 324, San Francisco, CA | 94104 |
| (Address of principle executive offices) | (Zip Code) |
| Registrant's telephone number, including area code: | (415) 348-7000 |
| Not Applicable |
| (Former name or former address, if changed since last report) |
| 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): |
| o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Cover Page | Page 1 of 4 |
| LookSmart, Ltd. - Form 8-K - November 6, 2013 |
Item 3.03 Material Modification to Rights of Security Holders.
The information in Item 5.03 hereof is hereby incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 5, 2013, LookSmart, Ltd. filed a Certificate of Amendment with the Secretary of State of the State of Delaware to amend LookSmart's Certificate of Incorporation to effect a 1-for-3 reverse stock split of LookSmart's Common Stock, $0.001 par value per share, as contemplated by the corresponding proposal in the Proxy Statement filed on October 2, 2013 by LookSmart with the Commission, which proposal was approved by LookSmart's stockholders at the meeting of stockholders held on October 14, 2013.
This Item, including the description herein of the amendments to the Certificate of Incorporation, is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is included as Exhibit 3.1 hereto and hereby incorporated herein by reference.
Item 8.01 Other Events.
On November 6, 2013, LookSmart issued the press release included as Exhibit 99.1 hereto to announce the reverse stock split.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The information in the Exhibit Index hereto is hereby incorporated herein by reference. |
Remainder of Page Intentionally Left Blank. Signature Page to Follow.
| Page 2 of 4 |
| LookSmart, Ltd. - Form 8-K - November 6, 2013 |
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, thereunto duly authorized.
| LookSmart, Ltd. | |||
| Date: November 6, 2013 | By: | /s/ Michael Onghai | |
| Name: | Michael Onghai | ||
| Title: | Chief Executive Officer | ||
Remainder of Page Intentionally Left Blank. Exhibit Index to Follow.
| Page 3 of 4 |
| LookSmart, Ltd. - Form 8-K - November 6, 2013 |
Exhibit Index
| Exhibit | |
| No. | Description |
| 3.1 |
Certificate of Amendment of Certificate of Incorporation of LookSmart, Ltd. dated November 5, 2013 (filed herewith)
|
| 99.1 |
Press Release issued November 6, 2013 by LookSmart, Ltd. (filed herewith)
|
| Page 4 of 4 |
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
LOOKSMART, LTD.
The undersigned, Michael Onghai, hereby certifies that:
1. The undersigned is the duly elected and acting President and Secretary of LookSmart, Ltd., a Delaware corporation (the "Corporation"), the original Certificate of Incorporation of which was filed with the Secretary of the State of Delaware on July 19, 1996, under the name of NetGet, Ltd.
2. Effective at 5:00 P.M. (Delaware time) on the date of the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware (such time on such date, the "Effective Time"), each three shares of the common stock, par value $0.001 per share, of the Corporation ("Common Stock") issued and outstanding immediately prior to the Effective Time shall automatically, without further action on the part of the Corporation or its stockholders, be combined into and become one share of fully paid and nonassessable Common Stock, subject to the treatment of fractional share interests set forth below. No fractional shares of Common Stock shall be issued by the Corporation and the Corporation shall not recognize on its stock record books any purported transfer of any purported fractional share interest. A holder of Common Stock immediately prior to the Effective Time who would otherwise be entitled to a fraction of a share as a result of the reverse stock split effected hereby (which shall be determined on the basis of the total number of shares of Common Stock held by a holder of record immediately prior to the Effective Time) shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the average of the closing prices per share of the Common Stock, as reported in The Wall Street Journal and as adjusted for the reverse stock split effected hereby, during the ten (10) consecutive trading days ending on the trading day immediately prior to the day on which the Effective Time occurs or, if such prices are not available, the average of the last bid and asked prices of the Common Stock on such days, as reported by The NASDAQ Stock Market LLC and as adjusted for the reverse stock split effected hereby or such other price, as determined by the Board of Directors of the Corporation, in its reasonable discretion.
3. This Certificate of Amendment has been duly adopted by Board of Directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of the Certificate of Incorporation of the Corporation, as amended and restated, effective as of November 5, 2013.
| /s/ Michael Onghai | ||
| Michael Onghai, President and Secretary | ||
| For Immediate Release | Press Release |
Looksmart announces reverse stock split
San Francisco, California, November 6, 2013 - LookSmart, Ltd. today announced that LookSmart has determined to effect a 1-for-3 reverse stock split of its outstanding common stock, which is expected to become effective at 5:00 P.M. (Eastern Time) on November 5, 2013.
The common stock is expected to begin trading on a split adjusted basis when the market opens on November 6, 2013. The reverse stock split will not change the authorized number of shares of common stock or preferred stock of the Company or the par value of the common stock or preferred stock.
Stockholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Holders of share certificates will receive instructions from the Company's transfer agent regarding the process for exchanging their shares.
About LookSmart, Ltd.
LookSmart is a pioneer in online advertising. Founded in 1997, LookSmart has been connecting advertisers and agencies to high quality sources of inventory for performance marketing, and helps online publishers monetize their inventory through our award winning Ad Center platform. LookSmart's highly scalable technology processes billions of search queries on a daily basis, enabling marketers to bid in real-time across search and display inventory, and leverage intent data to get performance that meets aggressive campaign goals. LookSmart is based in San Francisco, California. For more information, visit www.looksmart.com or call (415) 348-7000.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to factors that could cause actual results to differ materially from the results contemplated by the forward-looking statements, including assumptions that may or may not be correct or accurate due to the inherent uncertainty of future events, the actions of third parties we cannot control or predict with certainty, and other factors that may cause us to change our plans.