LOOK (MM)

 

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): October 26, 2015 

LookSmart, Ltd. 

(Exact Name of Registrant as Specified in Charter)

 

Delaware	000-26357	13-3904355
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
555 California Street, #324 San Francisco, CA (Address of principal executive offices)		94105 (Zip Code)

 

Registrant’s telephone number, including area code: (415) 348-7000 

 

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On October 26, 2015, LookSmart, Ltd. (the “Corporation”) held a Special Meeting of Stockholders (the “Special Meeting”) at which the Corporation’s stockholders approved three proposals (the “Proposals”) described more fully below. The Proposals are disclosed in the consent solicitation on Schedule 14A filed by the Corporation with the Securities and Exchange Commission (the “Commission”) on October 13, 2015 (the “Proxy”). Shareholder consent for the Proposals was sought by the Corporation in order that the Corporation would be authorized to effectuate certain transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) disclosed in the Corporation’s Current Report on Form 8-K filed with the Commission on April 23, 2015 (the “Merger Agreement 8-K”) and filed as an exhibit thereto, including a merger, a reverse split of the Corporation’s common stock, and a spin-off of the Company’s assets and operations into LookSmart Group, Inc. (the “Spin-off”).

 

The Proposals approved at the Special Meeting are as follows:

 

Proposal 1

A proposal to effect a reverse split of the Corporation’s issued and outstanding common stock by a ratio of not less than one-for-two and not more than one-for-ten at any time prior to November 30, 2015, with the exact ratio to be set at a whole number within this range, as determined by the Board in its sole discretion (the “Reverse Split Proposal”);

 

Proposal 2

A proposal to adopt the Spin-Off of LookSmart, Ltd.’s business, assets and liabilities into LookSmart Group, Inc. (the “Spin-Off Proposal”);

 

Proposal 3 

A proposal to adopt the Merger Agreement and to approve the transactions contemplated by such agreement (the “Merger Proposal”).

 

The Corporation established October 12, 2015 as the record date for determining stockholders entitled to submit written consents. Stockholders holding approximately 65.08% of the Corporation’s outstanding voting capital on the Record Date voted in favor of the Reverse Split Proposal; stockholders holding approximately 64.97% of the Corporation’s outstanding voting capital on the Record Date voted in favor of the Spin-off Proposal; and stockholders holding approximately 65.04% of the Corporation’s outstanding voting capital on the Record Date voted in favor of the Merger Proposal.

 

The results for the solicitation of the Proposals are:

 

(1)

The Reverse Split Proposal

 

Votes For	Votes Against	Abstain
3,754,777	20,491	35

 

(2)

The Spin-off Proposal

Votes For	Votes Against	Abstain
3,748,233	24,602	668

 

(2)

The Merger Proposal

 

Votes For	Votes Against	Abstain
3,752,330	22,313	660

 

 

The foregoing description of the Proposals does not purport to be complete and is qualified in its entirety by reference to the complete text of the Proxy.

 

Item 7.01

Regulation FD Disclosure

 

Press Release

 

On October 26, 2015, the Company issued a press release announcing the results of the Special Meeting. A copy of the joint press release is attached hereto as Exhibit 99.1.

 

The information in this Current Report on Form 8-K furnished pursuant to Items 7.01 and the press release included as Exhibit 99.1 of Item 9.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits.

 

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

 

Exhibit No.		Description
99.1		LookSmart, Ltd. Press Release dated October 26, 2015

 

SIGNATURE

 

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 duly authorized.

 

	LookSmart, LTD
	By:	/s/ Michael Onghai
		Michael Onghai
		Chief Executive Officer

 

Date: October 27, 2015

 

 

 

Exhibit 99.1

 

LookSmart, Ltd. Shareholders Approve Merger, Reverse Split and Spin-Off of Company's Assets and Operations

 

 

LookSmart, Ltd.2 hours ago

 

 

SAN FRANCISCO, Oct. 26, 2015 /PRNewswire/ — Michael Onghai, President and Chief Executive Officer of LookSmart, Ltd. (LOOK), said today that he is very pleased to announce the shareholders of LookSmart, Ltd., at a Special Meeting of the Stockholders held the morning of October 26, 2015, overwhelmingly approved the following resolutions: 

 

·

To effect a reverse split of LookSmart, Ltd.'s outstanding common stock by a ratio of not less than one-for-two and not more than one-for-ten at any time prior to November 30, 2015, with the exact ratio to be set at a whole number within this range, as determined by LookSmart, Ltd.'s board of directors in its sole discretion.

 

·

To adopt a spin-off of LookSmart, Ltd.'s business, assets and liabilities into LookSmart Group, Inc.

 

·

To adopt an Agreement and Plan of Merger by and among Pyxis Tankers Inc., Maritime Technologies Corp., LookSmart, Ltd. and LookSmart Group, Inc., and to approve the transactions contemplated by such agreement.

 

About LookSmart, Ltd.

 

LookSmart, Ltd. was organized in 1996 and is incorporated in the State of Delaware. LookSmart, Ltd. is a digital advertising solutions company that provides relevant solutions for search and display advertising customers, organized along five lines of business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Novatech.io, (iv) ShopWiki and (v) web searches. In addition, LookSmart, Ltd. formed a partnership with Conversion Media Holdings, LLC, which supports the company's other lines of business through the creation of content sites directed at ecommerce verticals. The company operates its partnership and each line of business, while being related to the others in terms of shared resources, as separate business lines with their own core management, profits and losses, and the ability to operate independently as separate businesses. As a result, this separation of business lines allows Looksmart, Ltd. to operate effectively as a holding company and as a capital allocator to each of the company's separate businesses with the goal of finding mispriced assets in the public and private markets and subsequently taking those assets to create scalable and sustainable businesses that may then be monetized for the ultimate benefit of Looksmart, Ltd.'s stockholders.

 

 

Forward-looking Statements

 

This press release includes "forward-looking statements" within the meaning of U.S. federal securities laws. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue" and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, LookSmart's and Pyxis' expectations with respect to future performance, growth and anticipated acquisitions; the anticipated financial impact of the merger; ability to recognize the anticipated benefits of the merger; costs related to the proposed merger; the satisfaction of the closing conditions to the merger; the timing of the completion of the merger; volatility in charter rates and profitability; demand for shipping of refined petroleum products; global economic conditions; changes in fuel prices; geopolitical events and regulatory changes; damages to vessels; acts of piracy, political instability, terrorist or other attacks, war or international hostilities; loss of key personnel; delays in deliveries of product tankers; difficulty managing planned growth properly; seasonal and exchange rate fluctuations; access to additional financing; changes in tax laws; weather and natural disasters; changing interpretations of generally accepted accounting principles; inquiries and investigations and related litigation; continued compliance with government regulations; and other risks and uncertainties indicated from time to time in filings with the SEC. The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in LookSmart's most recent filings with the SEC and will be contained in the proxy statement/prospectus to be filed as result of the transactions described above. All subsequent written and oral forward-looking statements concerning LookSmart, LookSmart Group, Pyxis or Merger Sub, the transactions described herein or other matters and attributable to LookSmart, LookSmart Group, Pyxis or Merger Sub, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither LookSmart, LookSmart Group, Pyxis nor Merger Sub undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

 

 

Company Contact: 
LookSmart, Ltd.
555 California Street, #324
San Francisco, California 91405

 

Visit our website http://www.looksmart.com.