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): February 20, 2001
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LookSmart, Ltd.
(Exact name of registrant as specified in its charter)
Delaware 0-26357 13-3904355
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
625 Second Street, San Francisco, California 94107
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(Address of principal executive offices) (Zip Code)
(415) 348-7000
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Registrant's telephone number, including area code
Item 5. Other Events.
On February 20, 2001, LookSmart Ltd., a Delaware corporation ("LookSmart"),
filed a Tender Offer Statement on Schedule TO, announcing LookSmart's offer to
exchange ("Offer to Exchange") certain eligible options outstanding under the
LookSmart, Ltd. Amended and Restated 1998 Stock Plan ("Option Plan") to purchase
shares of LookSmart common stock, par value $0.001 per share ("Common Stock"),
having an exercise price per share of more than $2.50 (the "Eligible Options").
The following classes of options are deemed not to be Eligible Options and
therefore cannot participate in the Offer to Exchange: (i) options granted on
April 20, 2000 at an exercise price of $43.00 per share, options granted on May
11, 2000 at an exercise price of $18.75 per share and options granted on October
25, 2000 at an exercise price of $6.16 per share (collectively, the "Special
Options"); (ii) options held by option holders who have not been service
providers of LookSmart or one of its subsidiaries from the date they elect to
exchange their Eligible Options until the date the Offer to Exchange expires;
(iii) additional options exercisable for at least 500,000 shares of Common Stock
at an exercise price of $39.00 per share; and (iv) options with an exercise
price of $2.50 or less.
In exchange for the Eligible Options tendered by an option holder,
LookSmart will grant each option holder new options to purchase that number of
shares of Common Stock which is equal to the number of shares of Common Stock
subject to the Eligible Options that he or she elects to exchange and that
LookSmart accepts ("New Options"). The New Options will be issued under the
Option Plan and a new option agreement will be executed between LookSmart and
each option holder who accepts the Offer to Exchange. The terms and conditions
of the New Options will be the same as the terms and conditions of the Eligible
Options, except that: (1) the exercise price of the New Options will be $2.50;
(2) the New Options will have a term that expires at 12:00 midnight, Pacific
Standard Time, on December 31, 2005; and (3) all New Options will be
nonqualified stock options.
Option holders who accept the Offer to Exchange must accept the Offer to
Exchange with respect to all of their Eligible Options and, in addition, will
have all of their Special Options cancelled.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
None.
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 hereunto duly authorized.
LookSmart, Ltd.
(Registrant)
February 20, 2001 /s/ Robert Mally
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Date Robert Mally, Vice President of
Finance and Senior Controller