8-K

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): May 29, 2012

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.)

55 Second Street

San Francisco, CA 94105

(Address of principal executive offices, with zip code)

(415) 348-7000

(Registrant’s telephone number, including area code)

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:

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2012, LookSmart, Ltd. (“LookSmart” or the “Company) has appointed Christopher O’Hara, age 44, Chief Revenue Officer. He is a domain expert on platform technology, with an emphasis on digital advertising workflow, data management, and real-time bidding. From 2011 to 2012, Mr. O’Hara was the Head of Strategic Partnerships at nPario, Inc. From 2008 to 2011, Mr. O’Hara had served as Senior Vice President, Sales and Marketing at TRAFFIQ. From 2007 to 2009, he was Senior Vice President at Reviewed.com. Chris is a member of American Business Media’s speaker’s bureau and the IAB’s Networks and Exchanges and Sales Executive Committees.  Chris is an accomplished author and contributor to industry publications including Business Insider, eMarketing & Commerce, eConsultancy, AdMonsters, MediaPost, The Agency Post, Adotas, ClickZ, iMediaConnection, DigiDay, and AdWeek.  His latest work, Best Practices in Digital Display Media (eConsultancy) is aimed at helping marketers understand the digital display technology landscape. He is currently working on a comprehensive whitepaper on Data Management that covers marketing approaches to Big Data.

The Company’s Board of Directors has approved the terms of an offer letter with Mr. O’Hara (the “Offer Letter”) providing an annual base salary of $225,000 and an annual performance-based incentive bonus of up to $175,000. Mr. O’Hara will be paid a one-time sign-ing bonus of $25,000. The Company’s Board of Directors has also approved the grant of a stock option to Mr. O’Hara to purchase 125,000 shares of Common Stock of the Company (the “Option”). The exercise price for the Option shares is the closing price of LookSmart, Ltd. as quoted on the NASDAQ exchange on May 29, 2012. The options will vest over a period of four years, with the first 25% vesting at the one-year anniversary of the Grant Date and the remainder vesting on a monthly basis in equal increments during the 36-month period following the initial vesting date, subject to continued employment with the Company.

Furthermore, the Company’s Board of Directors is expected to approve, and it is expected that Mr. O’Hara will enter into, an Executive Change of Control/Severance Agreement (the “Severance Agreement”), which will provide that in the event of termination without cause or voluntary resignation for "good reason", the Company will provide Mr. O’Hara with a severance package consisting of a lump sum payment equal to 3 months of his then-current annual base salary plus 3 months of his cash incentive compensation (at 100% of "plan") and if employment is terminated by the Company without cause or he resigns for "good reason", within twelve months following a change in control of the Company, the stock options held by Mr. O’Hara will be subject to accelerated vesting such that all remaining unvested stock options will vest and become immediately exercisable.

The foregoing descriptions are qualified in their entirety by reference to the Offer Letter and Executive Change of Control/Severance Agreements, which will be filed with the Securities and Exchange Commission following their execution.

There are no arrangements or understandings between Mr. O’Hara and any other persons pursuant to which he was selected as an officer of the Company. There are no family relationships between Mr. O’Hara and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer.

A copy of the Offer Letter between the Company and Christopher O’Hara is attached hereto as Exhibit 99.1 and is incorporated by reference.

A copy of LookSmart’s press release announcing the appointment of Mr. O’Hara is attached hereto as Exhibit 99.2 and is incorporated by reference.

Item 8.01. Other Events

On May 31, 2012, LookSmart, Ltd. announced that the Company's Board of Directors authorized the repurchase of up to $1 million of the Company's common shares. Under the program, the Company may purchase its common shares from time to time in the open market or in privately negotiated transactions. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company's common shares, trading volume and general market conditions. The Company may also from time to time establish a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 to facilitate purchases of its common shares under this authorization.

A copy of LookSmart’s press release announcing the Share Repurchase Program is attached hereto as Exhibit 99.3 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) The exhibits listed below are being furnished with this Form 8-K.

Exhibit 99.1	Offer Letter between LookSmart, Ltd. And Christopher O’Hara dated May 21, 2012.
Exhibit 99.2	Press Release entitled “Digital Advertising Veteran Chris O’Hara Appointed Chief Revenue Officer at LookSmart” dated May 30, 2012.
Exhibit 99.3	Press Release entitled “LookSmart Announces Authorization of Share Repurchase Program” dated May 31, 2012.

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.
(Registrant)
By:	/s/ William F. O’Kelly
	William F. O’Kelly
	Chief Financial Officer

Date: May 31, 2012

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Offer Letter between LookSmart, Ltd. And Christopher O’Hara dated May 21, 2012.
Exhibit 99.2	Press Release entitled “Digital Advertising Veteran Chris O’Hara Appointed Chief Revenue Officer at LookSmart” dated May 30, 2012.
Exhibit 99.3	Press Release entitled “LookSmart Announces Authorization of Share Repurchase Program” dated May 31, 2012.

EX-99.1

Exhibit 99.1

May 20, 2012

Chris O’Hara

21 Beech Hill Road

Harbor, NY 11743

Dear Chris:

I am pleased to offer you a full time, regular position with LookSmart, Ltd. ("the Company"). This letter confirms our offer and sets out certain details of your employment. Other terms required to be observed by law also apply.

Your position will be Chief Revenue Officer. In this position you will be reporting directly to me as the Company's Chief Executive Officer.

Your start date with the Company will be May 29, 2012. Your base compensation on joining will be $225,000 per annum, paid pursuant to the Company's standard payroll practice. In addition, you are eligible to earn annual incentive compensation (bonus) of $175,000.  Your annual incentive compensation program for the remainder of 2012 will be constructed and mutually agreed within 30 days of your start date.

You will be paid a one-time sign-on bonus of $25,000.00, which is subject to normal payroll taxes and deductions.  This bonus will be paid to you on the first normally scheduled payroll following your commencement of work at the Company.  In the event you voluntarily terminate your employment with the Company within six months of your start date, this bonus must be repaid in full to the Company on or before your date of termination.

You will be eligible to enroll in LookSmart's benefits package. Details of LookSmart's benefit plans are provided in the Suite of Benefits document, available from our Human Resources Department.

Stock Options

Promptly after hire, the Company will grant you 125,000 stock options ("Option Shares"), which will be presented to the Board or its Compensation Committee for approval as soon as possible after your start date. The exercise price for the Option Shares will be the closing price of LookSmart, Ltd. as quoted on the NASDAQ exchange on the day your option grant is approved. Your options will vest over a period of four years, with the first 25% vesting at your one-year anniversary. The remaining 75% will vest monthly thereafter (1/48 per month). Such Option Shares will be subject to the terms and conditions of the Company's 2007 Equity Incentive Plan and the stock option agreement(s) issued to you under that Plan, such agreement(s) to be consistent with the terms outlined in this letter.

Termination; At-Will Employment

You should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, just as you are free to resign at any time for any reason or no reason, similarly the Company is free to terminate its employment relationship with you at any time, with or without cause, and with or without notice and without further obligation to you, except as otherwise specifically set forth in this Letter Agreement. This "at will" employment relationship may not be changed except in a writing signed by a representative of the Board.

Promptly after hire, the Company will provide you with its standard change of control/severance agreement for executive officers, which generally provides, subject to the terms and conditions of such agreement, that (a) in the event of termination without cause or voluntary resignation for "good reason" as defined therein, the Company will provide you with a severance package consisting of a lump sum payment equal to 3 months of your then-current annual base salary plus 3 months of your cash incentive compensation (at 100% of "plan") and (b) in the event of termination without cause or voluntary resignation for "good reason" within twelve months following a change in control of the Company (as defined therein), the stock options held by you will be subject to accelerated vesting such that all remaining unvested stock options will vest and become immediately exercisable.

Confidential Information

Given the high value of information in this market, it is essential that during your employment and at any time thereafter, you do not disclose any confidential information relating to the Company's operations except as may be necessary for the proper performance of your duties. By signing this Letter Agreement, you also agree to sign a separate Employment, Confidential Information and Arbitration Agreement.

Other

The Company, at its own expense, agrees to defend you and hold you harmless against any action brought against you or the Company relating to your employment with the Company, to the same extent as the Company has agreed to indemnify its other officers.

You understand and agree that by accepting the terms of your employment set forth in this Letter Agreement, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this Letter Agreement or the Company's policies.

It is important that you bring the appropriate documentation for verification with you on your first day of employment, as you cannot be put on the LookSmart payroll until it is received. The required documentation is described in the enclosed package.

You are required to observe at all times all LookSmart policies and procedures (including, but not limited to, those provided to you before your start date). In accordance with LookSmart's philosophy, these policies and procedures are formulated for the efficient and fair administration of employment matters and may be varied from time to time in the sole discretion of the Company.

In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that all such disputes, including but not limited to, claims of harassment, discrimination and wrongful termination, shall be settled by binding arbitration held in San Francisco County, California, under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280, et seq. , including section 1283.05, (the "Rules") and pursuant to California law. A copy of the Rules is available for your review prior to signing this Agreement.

The offer of employment contained in this letter is subject to and contingent upon your submitting to a background check and the results of the check being satisfactory to LookSmart, as well as your presenting verification of your identity and legal right to work in the United States.

In order to confirm your acceptance of this offer, we ask that you complete the following acknowledgment, initial each page of this letter and return it to our Human Resources Department.  Please send the original signed letter to me at your convenience. If you require clarification of any matter, please feel free to contact me.

Very truly yours,

Jean-Yves Dexmier

Executive Chairman of the Board and Chief Executive Officer

Accepted and agreed to by:

Chris O’Hara

Date: May 21, 2012

EX-99.2

Exhibit 99.2

Digital Advertising Veteran Chris O’Hara Appointed Chief Revenue Officer at LookSmart

SAN FRANCISCO, May 30, 2012 (GLOBE NEWSWIRE) -- LookSmart, Ltd. (Nasdaq:LOOK), an online advertising network solutions company, today announced a key addition to its management team with the hire of industry veteran Chris O’Hara as Chief Revenue Officer. In this role, O’Hara will lead the LookSmart sales and delivery organization and leverage his years of experience with direct advertisers and agencies to increase LookSmart’s market share.

 “With the addition of Chris to the LookSmart team, we are continuing to build an outstanding sales and delivery organization with a history of proven success in digital advertising,” said Dr. Jean-Yves Dexmier, Chairman and CEO of LookSmart. ”We are very excited to have someone with Chris’s vast experience to lead our revenue generating organization”.

Chris O'Hara is a domain expert on platform technology, with an emphasis on digital advertising workflow, data management, and real-time bidding. He has led successful sales efforts at TRAFFIQ, Reviewed.com, and Mediabistro.com. Chris is a member of American Business Media’s speaker’s bureau and the IAB’s Networks and Exchanges and Sales Executive Committees.  Chris is an accomplished author and a contributor to industry publications including Business Insider, eMarketing & Commerce, eConsultancy, AdMonsters, MediaPost, The Agency Post, Adotas, ClickZ, iMediaConnection, DigiDay, and AdWeek.  His latest work, Best Practices in Digital Display Media (eConsultancy) is aimed at helping marketers understand the digital display technology landscape. He is currently working on a comprehensive whitepaper on Data Management that covers marketing approaches to Big Data.

"I am very excited about joining LookSmart” said Chris, “To me the three things you need to create differentiated ad technology are platform technology, valuable data, and great people. LookSmart happens to have all of that in abundance. I am looking forward to joining the team and leading the effort to tell the advertising community what our plans are for leveraging our assets to create a unique cross-channel digital advertising platform”.

About LookSmart, Ltd.

LookSmart is an online advertising network solutions company that provides performance solutions for online advertisers and online publishers. LookSmart offers advertisers targeted, performance based advertising via its Advertiser Networks; and an Ad Center platform for customizable private-label advertiser solutions for online publishers. LookSmart is based in San Francisco, California. For more information, visit www.looksmart.com or call 415-348-7500.

The LookSmart, Ltd. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=8717

CONTACT:	Bill O’Kelly
	Senior Vice President Operations and Chief Financial Officer
	415-348-7208
	Bo’kelly@looksmart.net
	ICR, Inc.
	John Mills, Senior Managing Director
	310-954-1100
	John.mills@icrinc.com

EX-99.3

Exhibit 99.3

LookSmart Announces Authorization of Share Repurchase Program

SAN FRANCISCO, May 31, 2012 (GLOBE NEWSWIRE) -- LookSmart, Ltd. (Nasdaq:LOOK), an online advertising network solutions company, today announced that the Company's Board of Directors authorized the repurchase of up to $1 million of the Company's common shares. Under the program, the Company may purchase its common shares from time to time in the open market or in privately negotiated transactions. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company's common shares, trading volume and general market conditions. The Company may also from time to time establish a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 to facilitate purchases of its common shares under this authorization.

About LookSmart, Ltd.

LookSmart is an online advertising network solutions company that provides performance solutions for online advertisers and online publishers. LookSmart offers advertisers targeted, performance based advertising via its Advertiser Networks; and an Ad Center platform for customizable private-label advertiser solutions for online publishers. LookSmart is based in San Francisco, California. For more information, visit www.looksmart.com or call 415-348-7500.

The LookSmart, Ltd. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=8717

CONTACT:	Bill O’Kelly
	Senior Vice President Operations and Chief Financial Officer
	415-348-7208
	Bo’kelly@looksmart.net
	ICR, Inc.
	John Mills, Senior Managing Director
	310-954-1100
	John.mills@icrinc.com