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 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.)
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 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.

 

 

 

		LookSmart, LTD
		By: /s/ Michael Onghai
		Michael Onghai
		Authorized Representative

 

 

Date: November 13, 2015

 

 

 

 

Exhibit 3.1

 

	Delaware	Page 1
	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 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.

 

	/s/ Jeffrey W. Bullock
	Jeffrey W. Bullock, Secretary of State

 

2645314 8100 SR# 20150663905

Authentication: 10314358 Date: 10-28-15

You may verify this certificate online at corp.delaware.gov/authver.shtml

 

 

State of Delaware
Secretary of State
Division of Corporations	CERTIFICATE OF AMENDMENT
Delivered 04:58 PM 10/27/2015	TO THE CERTIFICATE OF INCORPORATION
FILED 05:00 PM 10/27/2015	OF
SR 20150663905 - File Number 2645314	LOOKSMART, LTD.

 

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 27^th day of October, 2015.

 

	LookSmart, Ltd.
	By:	/s/Michael Onghai
		Michael Onghai, Chief Executive Officer

 

 

 

Exhibit 3.2

 

Delaware

Page 1

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.

 

	/s/ Jeffrey W. Bullock
	Jeffrey W. Bullock, Secretary of State

 

5716341 8100M SR# 20150675915

Authentication: 10314537 Date: 10-28-15

You may verify this certificate online at corp.delaware.gov/authver.shtml

 

 

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		State of Incorporation
Maritime Technologies Corp.		Delaware
LookSmart, Ltd.		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 28^th day of October 2015.

 

	MARITIME TECHNOLOGIES CORP.
	By:	/s/ Valentios Valentis
		Name: Valentios (“Eddie”) Valentis
		Title: Chief Executive Officer

 

[Signature page to Certificate of Merger]