-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MNFJRBVi9Rfwm65AhA5X2pUBy5HKv/vQfix2tJA2/wQdoHW8s2s1ZsprGYms352c gf7sqdYIEjPCVwgvfU1MCw== 0001181431-08-042673.txt : 20080709 0001181431-08-042673.hdr.sgml : 20080709 20080709172054 ACCESSION NUMBER: 0001181431-08-042673 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080709 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20080709 DATE AS OF CHANGE: 20080709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOOKSMART LTD CENTRAL INDEX KEY: 0001077866 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133904355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26357 FILM NUMBER: 08945625 BUSINESS ADDRESS: STREET 1: 625 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4153487000 MAIL ADDRESS: STREET 1: 625 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 8-K 1 rrd212910.htm TERMINATION OF RIGHTS AGREEMENT/SANDERS APPOINTMENT AS CHAIR Prepared By R.R. Donnelley Financial -- Form 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):  07/09/2008
 
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 1.02.    Termination of a Material Definitive Agreement
 
On July 8, 2008, LookSmart, Ltd. and Mellon Investor Services LLC, as rights agent,("Rights Agent") entered into an Amendment to the Preferred Shares Rights Agreement dated November 15, 2007 between the Company and the Rights Agent (the "Rights Agreement").

The Amendment to the Rights Agreement changes the date for expiration of the rights issued pursuant to the Rights Agreement (the "Rights") from November 7, 2010 to July 8, 2008. Accordingly the Rights have expired, and the Rights Agreement has been terminated.

 
 
Item 3.03.    Material Modifications to Rights of Security Holders
 
The information set forth under "Item 1.02 Termination of a Material Definitive Agreement" of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
 
 
Item 7.01.    Regulation FD Disclosure
 
On July 9, 2008, the Company announced the appointment of Mark L. Sanders, the Company's Lead Director, as Chair of the Board, effective July 7, 2008. Mr. Sanders has served on LookSmart's Board since January 2003. Mr. Sanders replaces Edward F. West, the Company's Chief Executive Officer and President, as the Chair of the Board consistent with good corporate governance practices. Mr. West continues to serve as LookSmart's Chief Executive Officer and President and as a member of LookSmart's Board of Directors.
 

 

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: July 09, 2008
     
By:
 
/s/    Stacey Giamalis

               
Stacey Giamalis
               
SVP and General Counsel
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-4.1
  
Amendment to LookSmart Preferred Shares Rights Agreement dated July 8, 2008
EX-99.1
  
Press Release dated July 9, 2008 entitled "LookSmart, Ltd. Provides Corporate Governance Update"
EX-4.1 2 rrd212910_24989.htm AMENDMENT TO LOOKSMART PREFERRED SHARES RIGHTS AGREEMENT DATED JULY 8, 2008 AMENDMENT TO THE PAID LISTINGS LICENSE AGREEMENT BETWEEN LOOKSMART AND ________________

AMENDMENT TO LOOKSMART, LTD. PREFERRED

SHARES RIGHTS AGREEMENT

This amendment (the "Amendment") to the LookSmart, Ltd. Preferred Shares Rights Agreement dated as of November 15, 2007 (the "Rights Agreement) is made between LookSmart, Ltd., a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the "Rights Agent"), as of July 8, 2008.

RECITALS

WHEREAS, on November 15, 2007, the Company and the Rights Agent entered into the Rights Agreement; and

WHEREAS, Section 27 of the Rights Agreement provides, among other things, that prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement in accordance with the provisions of Section 27 thereof, and that upon the delivery of a certificate from an appropriate officer of the Company which states that such supplement or amendment is in compliance with the terms of Section 27 of the Rights Agreement (the "Officers Certificate"), the Rights Agent shall execute such supplement or amendment;

WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its stockholders to terminate the Rights Agreement and any rights granted thereunder and for the Company's officers to take such actions necessary to affect such termination;

WHEREAS, the Officer's Certificate is being delivered to the Rights Agent concurrently with the execution and delivery of this Amendment; and

WHEREAS, all acts necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Board and the Rights Agent.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Rights Agreement.

    1. Paragraph 1(k) of the Rights Agreement is hereby amended as follows:

(k) "Final Expiration Date" shall mean July 1, 2008.

3. Exhibit B to the Rights Agreement entitled "Form of Rights Certificate" shall be hereby amended to replace the date "November 7, 2010" with the date "July 1, 2008" in all places where such date appears.

4. Exhibit C to the Rights Agreement entitled "LookSmart, Ltd. Stockholder Rights Plan Summary of Rights" shall be hereby amended to replace the date "November 7, 2010" with the date "July 1, 2008" in all places where such date appears.

5. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State, provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

6. This Amendment may be executed in any number of counterparts with the same effect is if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one instrument.

7. Upon the expiration of the Rights in accordance with the terms of the Rights Agreement, as amended hereby, the Rights Agreement shall be terminated and of no further force or effect whatsoever without any further action on the part of the Company or the Rights Agent.

8. The Company and the Rights Agent hereby waive any notice requirement under the Rights Agreement pertaining to this Amendment or any of the matters covered by this Amendment.

AGREED TO AND ACCEPTED:

LOOKSMART, LTD. MELLON INVESTOR SERVICES LLC,

as Rights Agent

By: Stacey Giamalis /s/ By: Sharon D. Magidson /s/

Name: Stacey Giamalis Name: Sharon D. Magidson

Title: SVP & GC Title: Relationship Manager

Date: July 8, 2008 Date: July 8, 2008

 

 

 

EX-99.1 3 rrd212910_24990.htm PRESS RELEASE DATED JULY 9, 2008 ENTITLED "LOOKSMART, LTD. PROVIDES CORPORATE GOVERNANCE UPDATE" Preliminary Results of Tender Offer Press Release

LookSmart, Ltd. Provides Corporate Governance Update

--Terminates Preferred Shares Rights Agreement--

--Appoints Mark Sanders, Lead Director of LookSmart to Chair of the Board-

 

SAN FRANCISCO, California, July 9, 2008 - LookSmart, Ltd. (NASDAQ: LOOK) today announced that the Company has terminated LookSmart's Preferred Shares Rights Agreement, which was entered into by LookSmart on November 15, 2007 (the "Rights Agreement"), effective July 8, 2008. The Company submitted the Rights Agreement for ratification by the Company's stockholders at the Company's Annual Meeting on June 16, 2008, at which the Company's stockholders did not ratify the Rights Agreement. After the Annual Meeting, the Company's Board of Directors determined that the Rights Agreement was no longer in the best interest of LookSmart's stockholders.

The Company also announced the appointment of Mark L. Sanders, the Company's Lead Director, as Chair of the Board, effective July 7, 2008. Mr. Sanders has served on LookSmart's Board since January 2003. Mr. Sanders replaces Edward F. West, the Company's Chief Executive Officer and President, as the Chair of the Board consistent with good corporate governance practices. Mr. West continues to serve as LookSmart's Chief Executive Officer and President and as a member of LookSmart's Board of Directors.

 

About LookSmart

LookSmart is an online advertising and technology solutions company that provides performance solutions for online advertisers and publishers. LookSmart offers advertisers targeted, pay-per-click (PPC) search advertising and contextual search 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.

 

NOTE: "LookSmart" is a trademark of LookSmart, Ltd., and/or its subsidiaries in the U.S. and other countries. All other trademarks mentioned are the property of their respective owners.

SOURCE: LookSmart, Ltd.

LookSmart, Ltd.

Ted West, Chief Executive Officer and President

415-348-7500

twest@looksmart.net

or

Brian Gibson, Acting Chief Financial Officer

415-348-7207

bgibson@looksmart.net

or

ICR, Inc.

Laura Foster, 310-954-1100

laura.foster@icrinc.com

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