As filed with the Securities and Exchange Commission on January 21, 2004

Registration No. 333-            

 

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

Under the Securities Act of 1933

 

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LOOKSMART, LTD.

(Exact name of Registrant as specified in its Charter)

 

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625 Second Street

San Francisco, CA 94107

(Address, including zip code, of Registrant’s Principal Executive Offices)

 

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AMENDED AND RESTATED 1998 STOCK PLAN

1999 EMPLOYEE STOCK PURCHASE PLAN

(Full Title of Plans)

 

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Martin E. Roberts, Esq.

Vice President and General Counsel

LookSmart, Ltd.

625 Second Street

San Francisco, CA 94107

(415) 348-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

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CALCULATION OF REGISTRATION FEE

 

 

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INTRODUCTION

 

This Registration Statement on Form S-8 is filed by LookSmart, Ltd., a Delaware corporation (“LookSmart” or the “Company”), to register an additional 2,500,000 shares of the Company’s common stock, par value $0.001 per share, issuable under the Company’s Amended and Restated 1998 Stock Plan (the “Stock Plan”), and additional 250,000 shares of the Company’s common stock, par value $0.001 per share, issuable under the Company’s 1999 Employee Stock Purchase Plan (the “ESPP”). This Registration Statement consists of only those items required by General Instruction E to Form S-8.

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Not filed as part of this Registration Statement pursuant to the instructions to Part I of Form S-8.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

In accordance with General Instruction E to Form S-8, the following documents previously filed by the Company with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof:

 

(a) Registration Statement No. 333-89613 on Form S-8 as filed on October 25, 1999 relating to the Company’s Stock Plan and ESPP;

 

(b) Registration Statement No. 333-45634 on Form S-8 as filed on September 12, 2000 relating to the Company’s Stock Plan;

 

(c) Registration Statement No. 333-65986 on Form S-8 as filed on July 27, 2001 relating to the Company’s Stock Plan.

 

(d) Annual Report on Form 10-K, File No. 000-26357, for the year ended December 31, 2002, as amended.

 

(e) Quarterly Reports on Form 10-Q, File No. 000-26357, for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, each as amended.

 

(f) Current Reports on Form 8-K filed on January 30, 2003, May 5, 2003, May 28, 2003, July 29, 2003, October 6, 2003 and October 28, 2003.

 

(g) The description of our Common Stock contained in our Registration Statement on Form 8-A, File No. 000-26357, filed on June 14, 1999.

 

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and be part hereof from the date of filing of such documents.

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco, State of California on January 16, 2004.

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Kellerman and Martin Roberts, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

 

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INDEX TO EXHIBITS