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 27, 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.) |
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555 California Street, #324
San Francisco, CA
(Address of principal executive offices) |
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94105
(Zip Code) |
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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 2.01. Completion
of the Acquisition or Disposition of Assets.
Item 5.01 Changes in Control of the Registrant.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
As
previously disclosed, on April 23, 2015, LookSmart, Ltd., a Delaware corporation (the “Company”) entered into
an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, LookSmart Group, Inc., a
Nevada corporation, Pyxis Tankers Inc., a Marshall Islands company (“Pyxis”) and Maritime Technologies Corp.,
a wholly owned subsidiary of Pyxis (“Merger Sub”). On October 28, 2015, the transactions contemplated by the
Merger Agreement were completed and the Merger closed (the “Closing”).
In
satisfaction of a condition to the Closing, on October 27, 2015, the Company filed a Certificate of Amendment to its Certificate
of Incorporation with the Secretary of State of the State of Delaware to effectuate a reverse split of the shares of its common
stock on a 0.1512-for-1 basis (the “Reverse Split”). The Reverse Split was effective as of 5:00 p.m. (Delaware
time) on October 27, 2015. Also on October 27, 2015, a Certificate of Merger was filed with the Secretary of State of the State
of Delaware to effectuate the merger of the Company into Merger Sub, with Merger Sub being deemed the surviving Company (the “Surviving
Company”).
At
the Closing, in accordance with the Merger Agreement, the following transactions were completed: (i) Company was merged with and
into the Surviving Company; (ii) all the assets, operations and liabilities of the Company and its subsidiaries were transferred
to LookSmart Group, Inc. (the “Spinoff”); and (iii) the Company effectuated a pro rata distribution of
all the outstanding shares of the common stock of LookSmart Group, Inc. to the Company’s stockholders of record as of 4:00
p.m. Eastern Time on October 27, 2015 (the “Distribution”).
The
foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the terms of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed with the SEC on April 23, 2015, which is incorporated herein by reference.
A copy of the Certificate of Amendment to the Company’s Certificate of Incorporation, as amended, is filed as Exhibit 3.1
hereto. A copy of the Certificate of Merger is filed as Exhibit 3.2 hereto.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In
connection with the Closing, the Company (i) notified the NASDAQ Global Select Market (“NASDAQ”) of the
Closing and (ii) requested that NASDAQ file with the SEC a Form 25 Notification of Removal from Listing and/or Registration
(“Form 25”) to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). The Form 25 was filed on October 28, 2015. The Company’s common stock
ceased trading on the NASDAQ following the close of trading on October 28, 2015. The Company also intends to file with the SEC
a Form 15 requesting that the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act
be suspended.
ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
The exhibit listed in the following Exhibit
Index is filed as part of this Current Report on Form 8-K.
Exhibit No. |
Description |
3.1 |
Certificate of Amendment to the Certificate of Incorporation |
3.2 |
Certificate of Merger |
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.
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LookSmart, LTD |
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By: /s/ Michael Onghai |
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Michael Onghai |
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Authorized Representative |
Date: November 13, 2015
Exhibit 3.1
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Delaware |
Page 1 |
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The First State |
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I, JEFFREY W. BULLOCK, SECRETARY OF
STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “LOOKSMART, LTD.”, FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF OCTOBER, A.D. 2015,
AT 5 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS
BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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/s/ Jeffrey W. Bullock |
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Jeffrey W. Bullock, Secretary of State |
2645314 8100
SR# 20150663905 |
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Authentication: 10314358
Date: 10-28-15 |
You may verify this certificate online at corp.delaware.gov/authver.shtml
State of Delaware |
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Secretary of State |
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Division of Corporations |
CERTIFICATE OF AMENDMENT |
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Delivered 04:58 PM 10/27/2015 |
TO THE CERTIFICATE OF INCORPORATION |
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FILED 05:00 PM 10/27/2015 |
OF |
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SR 20150663905 - File Number
2645314 |
LOOKSMART, LTD. |
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The undersigned, being
the Chief Executive Officer of LookSmart, Ltd., a corporation existing under the laws of the State of Delaware, does hereby certify
as follows:
1. The
name of the Corporation is LookSmart, Ltd. (the “Corporation”). The date of filing the original certificate
of incorporation with the Secretary of State of Delaware was July 19, 1996, under the name of NETGET LTD.
2. Pursuant
to Section 242 of the General Corporation Law of the State of Delaware, Article IV of the Amended and Restated Certificate of Incorporation
of this corporation shall be amended to replace the second paragraph such Article IV in its entirety with the following:
“As of the Effective Time
(as defined below) and upon the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware (such
time on such date, the “Effective Date”), each 1 share of the Corporation’s common stock, par value
$0.001 per share (“Pre-Split Common Stock”), issued and outstanding immediately prior to the Effective
Time shall automatically, without further action on the part of the Corporation or its stockholders, be combined into and become
0.1512 of a fully paid and non-assessable share of Post-Split Common Stock (“Post-Split Common Stock”),
subject to the treatment of fractional share interests set forth below (the “Reverse Split”). No
fractional shares of Post-Split Common Stock shall be issued by the Corporation, and the Corporation shall not recognize on its
stock book records any purported transfer of any purported fractional share interest. A registered holder of Pre-Split Common
Stock immediately prior to the Effective Time who would otherwise be entitled to a fraction of a share as a result of the reverse
stock split effected hereby (which shall be determined on the basis of the total number of shares of Pre-Split Common Stock held
by a registered holder immediately prior to the Effective Time) shall receive such number of shares as is rounded up to the nearest
whole number.
The Effective Time shall be 5:00
p.m. (Delaware time) on October 27, 2015.”
3. The
foregoing amendment of the Certificate of Incorporation of the Corporation has been duly adopted by the unanimous written consent
of the Corporation’s Board of Directors and a majority of the Corporation’s shareholders in accordance with the provisions of Sections
141(f), 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF,
the Corporation has caused this Certificate of Amendment of the Corporation’s Certificate of Incorporation to be signed by
Michael Onghai, its Chief Executive Officer, this 27th day of October, 2015.
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LookSmart, Ltd. |
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By: |
/s/Michael Onghai |
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Michael Onghai, Chief Executive Officer |
Exhibit 3.2
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF
STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
“LOOKSMART, LTD.”,
A DELAWARE CORPORATION,
WITH AND INTO
“MARITIME TECHNOLOGIES CORP. “UNDER THE NAME OF “MARITIME TECHNOLOGIES CORP.”, A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF OCTOBER, A.D. 2015, AT 12:33 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS
BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.
A FILED COPY OF THIS CERTIFICATE HAS
BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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/s/ Jeffrey W. Bullock |
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Jeffrey W. Bullock, Secretary of State |
5716341 8100M
SR# 20150675915 |
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Authentication:
10314537
Date: 10-28-15 |
You may verify this certificate online at corp.delaware.gov/authver.shtml
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State
of Delaware
Secretary
of State
Division
of Corporations
Delivered
12:33 PM 10/28/2015
FILED
12:33 PM 10/28/2015
SR
20150675915 - File Number 5716341 |
STATE OF DELAWARE
CERTIFICATE OF MERGER
OF
LOOKSMART, LTD.
INTO
MARITIME TECHNOLOGIES CORP.
__________
Pursuant to Section 251 of the General Corporation
Law of
the State of Delaware
_________________________
Maritime Technologies
Corp., a Delaware corporation (the “Company”), does hereby certify as follows:
FIRST: That
the name and state of incorporation of the constituent corporations (the “Constituent Corporations”)
in the Merger (defined below) are as follows:
Name |
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State of Incorporation |
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Maritime Technologies Corp. |
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Delaware |
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LookSmart, Ltd. |
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Delaware |
SECOND: That
Agreement and Plan of Merger dated April 23, 2015, as amended on September 22, 2015 (“Merger Agreement”),
by and among Pyxis Tankers, Inc., Maritime Technologies Corp., LookSmart, Ltd. and LookSmart Group, Inc., the terms and conditions
of the merger of LookSmart, Ltd. with and into the Company (the “Merger”), has been approved,
adopted, executed and acknowledged by each of the Constituent Corporations in accordance with the requirements of Section 251(c)
of the General Corporation Law of the State of Delaware and, with respect to the approval by the stockholders at a special meeting
of LookSmart, Ltd and by the written consent of the sole stockholder of the Company.
THIRD: That
the name of the surviving corporation is Maritime Technologies Corp. (the “Surviving Corporation”).
FOURTH: The
Certificate of Incorporation of Maritime Technologies Corp., as in effect on the date of the merger provided for in the Merger
Agreement, shall continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation.
FIFTH: That
an executed copy of the Merger Agreement is on file at the office of the Surviving Corporation at the following address:
Maritime Technologies Corp.
59 K. Karamanli Street
Maroussi 15125 Greece
SIXTH: That
a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder
of either Constituent Corporation.
SEVENTH: That
the Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.
[Signature Page to Follow]
The Company has caused this Certificate of
Merger to be executed by an authorized officer as of this 28th day of October 2015.
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MARITIME TECHNOLOGIES CORP. |
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By: |
/s/ Valentios
Valentis |
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Name: Valentios (“Eddie”) Valentis |
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Title: Chief Executive Officer |
[Signature page
to Certificate of Merger]
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