8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  12/20/2007

LookSmart, Ltd.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-26357

Delaware	13-3904355
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

625 Second Street

San Francisco, CA 94107

(Address of principal executive offices, including zip code)

415-348-7000

(Registrant’s telephone number, including area code)

N/A

(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:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   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

LookSmart, Ltd. (the "Company") hereby files this Amendment No. 1 to its Current Report on Form 8-K initially filed with the Securities and Exchange Commission on December 21, 2007. The purpose of this Amendment is to amend the cover page to provide a corrected Date of Report, and to attach a corrected Exhibit 99.1.

On December 20, 2007, LookSmart, Ltd. (the "Company") announced that it has appointed William Bush, 42, as its Chief Financial Officer, with such appointment to be effective on December 20, 2007.

Prior to joining LookSmart, starting in January 2006 Mr. Bush served as Chief Financial Officer of HandHeld Entertainment, Inc., a NASDAQ-listed digital mobile media company. From September 2002 to December 2005, he was Chief Financial Officer of International Microcomputer Software, a leading publisher of software products in the precision design and consumer software market. Previously Mr. Bush was Controller of Buzzsaw.com, a provider of online coll aboration, printing and procurement applications for the design, construction, and property management industry; Corporate Controller of Autodesk, Inc., a global design and digital content creation resource, with annual revenues in excess of $900 million; and in public accounting and audit management roles at both PricewaterhouseCoopers and Ernst & Young. Mr. Bush currently serves on the Board of Towerstream Corporation (NASDAQ: TWER), a fixed wireless service provider, and FindEx.com (OTC BB: FIND) a Bible study software provider. Mr. Bush holds a B.S. degree in Business Administration from the University of California at Berkeley and is a Certified Public Accountant in the state of California.

A description of the terms and conditions of the Company's compensatory arrangement with Mr. Bush is included in his offer letter, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01.    Financial Statements and Exhibits

Employment Offer Letter between LookSmart, Ltd. and William Bush, dated November 15, 2007

Signature(s)

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 hereunto duly authorized.

		LookSmart, Ltd.
Date: December 27, 2007	By:	/s/    Edward West
		Edward West
		Interim Chief Executive Officer and President

Exhibit Index

Exhibit No.	Description
EX-99.1	Employment Offer Letter between LookSmart, Ltd. and William Bush, dated November 15, 2007

EX-99.1 2 rrd184630_22740.htm EMPLOYMENT OFFER LETTER BETWEEN LOOKSMART, LTD. AND WILLIAM BUSH, DATED NOVEMBER 15, 2007

[LookSmart logo]

November 15, 2007

Mr. William Bush

[address]

Dear Bill:

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 Financial Officer. In this position you will be reporting directly to the Company's Chief Executive Officer.

Your start date with the Company will be December 10, 2007.

Your base compensation on joining will be $250,000 per annum, paid pursuant to the Company's standard payroll practice. In addition, you are eligible to earn annual incentive compensation (bonus) under the Company's Executive Team Incentive Plan which at 100% of "plan" will be 50% of your base salary. Earned incentive compensation will be paid on a yearly basis after the end of the fiscal year, based on your achievement of pre-approved performance targets. These targets will include measures of corporate, business unit and individual performance. Any employee who joins the Company after November 15 of any year is not eligible for a prorated bonus for that year. As with other members of the executive team, an individual team member may earn more or less than 100% of his or her incentive compensation, and attainment of incentive compensation must be approved by the Compensation Committee of our Board of Directors.

You will be eligible to enroll in LookSmart's comprehensive benefits package. Details of LookSmart's benefit plans are provided in a benefits document, available from Cindy Telford, Director of Human Resources.

Stock Options

At hire, the Company will grant you 200,000 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. The Option Shares will vest over a period of four (4) years, with 50,000 options vesting upon the one-year anniversary of your employment, and 1/48^th vesting each month thereafter until all remaining Option Shares are vested. 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. Cindy Telford, Director of Human Resources, can provide you with a copy of the Plan at your request.

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.

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.

This offer of employment is contingent upon presenting, in accordance with the immigration Reform and Control Act of 1986, verification of your identity and your legal right to work in the United States. In the event you do not possess, or are unable to obtain authorization to accept employment in the U.S., our offer of employment is withdrawn.

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.

We look forward to you joining us, not just for your outstanding qualifications for this particular position, but because we hope that you may become part of a core team driving LookSmart's development.

In order to confirm your acceptance of this offer, we ask that you complete the following acknowledgment, initial each page of this letter and fax it to Cindy Telford at (415) 348-7021. Please send the original signed letter to me at your convenience. If you require clarification of any matter, please feel free to contact me.

Sincerely,

/s/ Edward West

Edward (Ted) West

Interim Chief Executive Officer and President

Accepted and agreed to by:

/s/ William Bush____

William Bush

Date: November 15, 2007

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

[LookSmart logo]

November 15, 2007

Mr. William Bush

[address]

Dear Bill:

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 Financial Officer. In this position you will be reporting directly to the Company's Chief Executive Officer.

Your start date with the Company will be December 10, 2007.

Your base compensation on joining will be $250,000 per annum, paid pursuant to the Company's standard payroll practice. In addition, you are eligible to earn annual incentive compensation (bonus) under the Company's Executive Team Incentive Plan which at 100% of "plan" will be 50% of your base salary. Earned incentive compensation will be paid on a yearly basis after the end of the fiscal year, based on your achievement of pre-approved performance targets. These targets will include measures of corporate, business unit and individual performance. Any employee who joins the Company after November 15 of any year is not eligible for a prorated bonus for that year. As with other members of the executive team, an individual team member may earn more or less than 100% of his or her incentive compensation, and attainment of incentive compensation must be approved by the Compensation Committee of our Board of Directors.

You will be eligible to enroll in LookSmart's comprehensive benefits package. Details of LookSmart's benefit plans are provided in a benefits document, available from Cindy Telford, Director of Human Resources.

Stock Options

At hire, the Company will grant you 200,000 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. The Option Shares will vest over a period of four (4) years, with 50,000 options vesting upon the one-year anniversary of your employment, and 1/48^th vesting each month thereafter until all remaining Option Shares are vested. 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. Cindy Telford, Director of Human Resources, can provide you with a copy of the Plan at your request.

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.

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.

This offer of employment is contingent upon presenting, in accordance with the immigration Reform and Control Act of 1986, verification of your identity and your legal right to work in the United States. In the event you do not possess, or are unable to obtain authorization to accept employment in the U.S., our offer of employment is withdrawn.

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.

We look forward to you joining us, not just for your outstanding qualifications for this particular position, but because we hope that you may become part of a core team driving LookSmart's development.

In order to confirm your acceptance of this offer, we ask that you complete the following acknowledgment, initial each page of this letter and fax it to Cindy Telford at (415) 348-7021. Please send the original signed letter to me at your convenience. If you require clarification of any matter, please feel free to contact me.

Sincerely,

/s/ Edward West

Edward (Ted) West

Interim Chief Executive Officer and President

Accepted and agreed to by:

/s/ William Bush____

William Bush

Date: November 15, 2007