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): June 15, 2005

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.)

625 Second Street, San Francisco, California	94107
(Address of principal executive offices)	(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 (see General Instruction A.2. below):

¨ 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 1.01. Entry into Material Definitive Agreement

The information in this Current Report is being “filed” and not furnished. On June 15, 2005, the compensation committee of the Company’s board of directors approved an amendment to the employment offer letter between the Company and its Chief Executive Officer, David Hills. A copy of the amendment is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

99.1 Amendment to employment offer letter between the Registrant and its Chief Executive Officer, dated June 21, 2005.

SIGNATURE

Pursuant to the requirements of the Securities 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)
June 21, 2005	/s/ William B. Lonergan
Date	William B. Lonergan, Chief Financial Officer

EX-99.1

Exhibit 99.1

LookSmart, Ltd.

625 Second Street

San Francisco, CA 94107

Telephone: (415) 348-7000

Facsimile: (415) 348-7034

June 21, 2005

Confidential

Mr. David Hills

President and Chief Executive Officer

LookSmart, Ltd.

625 2^nd Street

San Francisco, CA 94107

RE: Amendment to Offer Letter

Dear David:

Further to the offer letter dated as of September 24, 2004 (the “Offer Letter”) between you and LookSmart, Ltd. (the “Company”), the following amendments to the Offer Letter shall be effective as of the date executed by you and the Company.

1. The following paragraph shall replace and supersede, in its entirety, the first paragraph in the Section headed “Severance” in the Offer Letter:

If you are terminated without “cause” or voluntarily resign for “good reason” (each as defined below), the Company will provide you with a severance package consisting of: (a) continued payment of your base salary for 12 months, (b) incentive bonus (i) if such termination occurs during any fiscal year ending after December 31, 2005, an aggregate amount equal to one hundred percent (100%) of the your actual, earned incentive bonus for the fiscal year prior to the fiscal year in which the termination occurs; or (ii) if such termination occurs during any fiscal year ending on or before December 31, 2005, an aggregate amount of $175,000, payable in twelve (12) monthly installments, and (c) up to 12 months of continued health insurance from the date of the termination for you and your eligible dependents, provided that if such termination occurs within 12 months after a Change of Control, the package shall be: (a) lump sum payment of 100% of your then-current annual base salary (200% if such termination occurs before October 25, 2006), (b) an amount equal to the greater of (i) 100% of your annual incentive bonus for the year in which the Change of Control occurs (200% if such termination occurs before October 25, 2006) or (ii) 100% of your annual incentive bonus for the year prior to which the termination occurs (200% if such termination occurs before October 25, 2006), and (c) up to 12 months of continued health insurance from the date of the termination for you and your eligible dependents. All severance benefits and payments will be subject to the signing of LookSmart’s standard release, as well as, non-solicitation and non-compete agreements that would last for the term of the severance period. None of the severance benefits will be subject to mitigation or reduction by the earnings you may receive from other sources.

2. The following row shall replace and supersede, in its entirety, the row labeled “home purchase assistance” in Exhibit A of the Offer Letter:

Benefit	Detail
Home relocation assistance	Up to $25,000 of reimbursed reasonable expenses for assistance with the purchase of new home within 12 months of hire (e.g. legal costs, loan fees, closing costs) or other housing relocation costs. Receipts or reasonable documentation required. Subject to tax gross-up, such expense to be borne by the Company.

3. All other terms and conditions of the Offer Letter not expressly amended hereby shall remain in full force and effect.

In order to confirm your acceptance of this offer, we ask that you complete the following acknowledgment, initial each page of this letter and give it to Erik Riegler, General Counsel of the Company. If you require clarification of any matter, please feel free to contact me.

Sincerely,

/s/ Edward F. West

Edward F. West

Chairman of the Board

Accepted and agreed to by:

/s/ David Hills

David Hills

Date: June 21, 2005