Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 13 2015 - 3:36PM
Edgar (US Regulatory)
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Registration Statement No. 333-165791 |
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Registration Statement No. 333-159804 |
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Registration
Statement No. 333-144384
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Registration Statement No. 333-143410 |
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Registration Statement No. 333-129987 |
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Registration Statement No. 333-120295 |
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Registration
Statement No. 333-112070
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Registration Statement No. 333-100228 |
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Registration Statement No. 333-86436 |
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Registration Statement No. 333-65986 |
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Registration
Statement No. 333-51408
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Registration
Statement No. 333-45634
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Registration Statement No. 333-89653 |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
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Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 333-165791 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-159804 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-144384 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-143410 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-129987 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-120295 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-112070 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-100228 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-86436 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-65986 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-51408 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-45634 |
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Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-89653 |
Form S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
LookSmart,
Ltd.
(Exact
name of registrant as specified in its charter)
Delaware |
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13-3904355 |
(State
or other jurisdiction of
incorporation
or organization) |
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(I.R.S.
Employer
Identification
Number) |
555
California Street, #324
San
Francisco, California 94105
(415)
348-7000
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2009
Employee Stock Purchase Plan
2007
Equity Incentive Plan
Wisenut,
Inc. 1999 Stock Incentive Plan
Zeal
Media, Inc. 1999 Stock Plan
Amended
and Restated 1998 Stock Plan
1999
Employee Stock Purchase Plan
(Full
title of the plan)
Michael
Onghai
Authorized
Representative
LookSmart,
Ltd.
555
California Street
San
Francisco, California 94105
(415)
348-7000
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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☒ |
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 (this “Post-Effective Amendment”), filed by LookSmart, Ltd., a Delaware corporation
(the “Registrant”), relates to the following Registration Statements on Form S-8 (collectively, the “Registration
Statements”):
- Registration Statement 333-165791,filed
by the Registrant with the Securities and Exchange Commission (“SEC”) on March 30, 2010, registering 500,000
shares of the Registrant’s common stock, par value $0.003 per share (the “Common Stock”), relating to
the 2009 Employee Stock Purchase Plan.
- Registration Statement 333-159804,
filed by the Registrant with the SEC on June 5, 2009, registering 40,000 shares of Common Stock relating to the 1999 Employee
Stock Purchase Plan.
- Registration Statement 333-144384,
filed by the Registrant with the SEC on July 6, 2007, registering 3,700,000 shares of Common Stock relating to the 2007 Equity
Incentive Plan.
- Registration Statement 333-143410,
filed by the Registrant with the SEC on May 31, 2007, registering (i) 40,000 shares of Common Stock relating to the 1999 Employee
Stock Purchase Plan and (ii) 500,000 shares of Common Stock relating to the Amended and Restated 1998 Stock Plan.
- Registration Statement 333-129987,
filed by the Registrant with the SEC on November 29, 2005, registering 40,000 shares of Common Stock relating to the 1999 Employee
Stock Purchase Plan.
- Registration Statement 333-120295,
filed by the Registrant with the SEC on November 8, 2004, registering 2,500,000 shares of Common Stock relating to the Amended
and Restated 1998 Stock Plan.
- Registration Statement 333-112070,
filed by the Registrant with the SEC on January 21, 2004, registering (i) 250,000 shares of Common Stock relating to the 1999
Employee Stock Purchase Plan and (ii) 2,500,000 shares of Common Stock relating to the Amended and Restated 1998 Stock Plan.
- Registration Statement 333-100228,
filed by the Registrant with the SEC on October 1, 2002, registering 7,500,000 shares of Common Stock relating to the Amended
and Restated 1998 Stock Plan.
- Registration Statement 333-86436,
filed by the Registrant with the SEC on April 17, 2002, registering 295,921 shares of Common Stock relating to the WiseNut, Inc.
1999 Stock Incentive Plan.
- Registration Statement 333-65986,
filed by the Registrant with the SEC on July 27, 2001, registering (i) 1,000,000 shares of Common Stock relating to the 1999 Employee
Stock Purchase Plan and (ii) 2,500,000 shares of Common Stock relating to the Amended and Restated 1998 Stock Plan.
- Registration Statement 333-51408,
filed by the Registrant with the SEC on December 7, 2000, registering 232,665 shares of Common Stock relating to the Zeal Media,
Inc. 1999 Stock Plan.
- Registration Statement 333-45634,
filed by the Registrant with the SEC on September 12, 2000, registering 2,500,000 shares of Common Stock relating to the Amended
and Restated 1998 Stock Plan.
- Registration Statement 333-89653 ,
filed by the Registrant with the SEC on October 25, 1999, registering (i) 750,000 shares of Common Stock relating to the 1999
Employee Stock Purchase Plan and (ii) 18,036,163 shares of Common Stock relating to the Amended and Restated 1998 Stock Plan.
On
October 28, 2015, the Registrant completed a merger with and into Maritime Technologies Corp. (“Maritime”),
a wholly owned subsidiary of Pyxis Tankers Inc. (“Pyxis”), pursuant to an Agreement and Plan of Merger, dated
April 23, 2015, by and among Pyxis, Maritime, the Registrant and LookSmart Group, Inc. As a result of the Merger, the Registrant
has terminated all offerings of its Common Stock pursuant to the Registration Statements. In accordance with an undertaking made
by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the
securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby
removes from registration all of such securities of the Registrant registered but unsold under the Registration Statements.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 post-effective amendment to the Registration
Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco,
State of California, on the 13th day of November 2015.
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LOOKSMART, LTD. |
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By: |
/s/ Michael Onghai |
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Name: Michael Onghai |
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Title: Authorized Representative |
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