It has been a volatile week for Looksmart's investors. LOK at 21c is still a good profit for most long term investors in this forum. Always remember to play with your profit.
I've been topping up LOK as much as I could for today and will be doing so at any weakness.
The following attachment would probably explain the recent dumping in the NASDAQ over the last few trading days. Hopefully, the selling has finished ...!!
Good luck to all Looksmart's share holders Cheers
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As filed with the Securities and Exchange Commission on April 26, 2002 Registration No. 333- ------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------- LOOKSMART, LTD. (Exact name of registrant as specified in its charter) ---------------- Delaware 133904355 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 625 Second Street San Francisco, CA 94107 (415) 348-7000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ---------------- Martin E. Roberts, Esq. 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) ---------------- Copy to: Gregory J. Conklin, Esq. Gibson, Dunn & Crutcher LLP One Montgomery Street San Francisco, CA 94104 (415) 393-8200 ---------------- Approximate date of commencement of proposed sale to public: From time to time after this registration statement becomes effective. If any of the securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ---------------- CALCULATION OF REGISTRATION FEE ------------------------------------------------------------------------ Proposed Title of Maximum Securities Amount Offering Proposed Maximum to be to be Price Per Aggregate Amount of Registered Registered(1) Share(2) Offering Price(2) Registration Fee(3) --------------------------------------------------------------------------------- Common Stock, $0.001 par value, of the Registrant 2,350,654 $ 3.51 $ 8,250,795.54 $ 759.07 ------------------------------------------------------------------------ (1) This Registration Statement shall also cover any additional shares of common stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the Registrant. (2) Computed in accordance with Rules 452(c) and 457(h) under the Securities Act of 1933 (the "Securities Act"), solely for the purpose of calculating the registration fee, and based on the average of the high and the low prices of the common stock of the Registrant as reported on April 23, 2002 on the Nasdaq National Market System. (3) Computed in accordance with Section 6(b) under the Securities Act, solely for the purpose of calculating the registration fee. ---------------- The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of The Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine. ------------------------------------------------------------------------ Return to Navigational Table of Contents ------------------------------------------------------------------------ The information in this prospectus is not complete and may be changed. These securities will not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated April 26, 2002 PROSPECTUS LOOKSMART, LTD. 2,350,654 Shares Common Stock --------------- This prospectus relates to 2,350,654 shares of our common stock that may be sold from time to time by the selling stockholders named in this prospectus. The selling stockholders are (i) former shareholders of WiseNut, Inc. who acquired shares of our common stock in connection with our acquisition of WiseNut, Inc. in a private transaction; (ii) Allen & Company Incorporated, which acquired shares of our common stock in consideration for services rendered to WiseNut, Inc. in connection with our acquisition of WiseNut, Inc; and (iii) Viator Ventures, Inc., which acquired shares of our common stock in connection with a license agreement between us and Viator Ventures. This offering is not being underwritten. The selling stockholders may offer the shares through public or private transactions at the market price for our common stock at the time of the sale, a price related to the market price, a negotiated price or such other prices as the selling stockholders determine from time to time. See "Plan of Distribution" beginning on page 14. All of the net proceeds from the sale of these shares of common stock will go to the selling stockholders. We will not receive any proceeds from sales of these shares. Our common stock is quoted on the Nasdaq National Market under the symbol "LOOK" and Chess Depositary Interests, or CDIs, each of which is exchangeable for 1/20th of a share of common stock, are traded on the Australian Stock Exchange under the symbol "LOK". On April , 2002, the last reported sale price on the Nasdaq National Market for our common stock was $ per share. You should read this prospectus carefully before you invest. Investing in our common stock involves substantial risks. See "Risk Factors" beginning on page 2. --------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is April , 2002. ------------------------------------------------------------------------
LOK Price at posting:
0.0¢ Sentiment: None Disclosure: Held
