SAN FRANCISCO, Oct. 17 /PRNewswire-FirstCall/ -- LookSmart, Ltd. (Nasdaq:
LOOK; ASX: LOK), an online media and technology company specializing in
vertical search, today announced that on October 13, 2005 it received a letter
from the Nasdaq staff stating that the Company has failed to comply with the
$1.00 minimum bid price required for continued listing of its common stock on
the Nasdaq National Market set forth in MarketPlace Rule 4450(a), and as a
result the Company's common stock is subject to delisting. The letter also
stated that the Company may request a review of the staff determination to a
Nasdaq Listing Qualifications Panel.
Previously, on October 3, 2005, the Company filed proxy materials with the
Securities and Exchange Commission relating to a special meeting of
stockholders to be held on October 26, 2005, to seek approval of a proposed
reverse stock split, which may be appropriate to maintain the listing of the
Company's common stock on the Nasdaq National Market.
The Company intends to appeal the October 13 staff determination by a
Nasdaq Listing Qualifications Panel. Although there can be no assurance that
the Panel will grant the Company's request for continued listing, the appeal
will stay the delisting of the Company's stock from the Nasdaq National Market
pending the Panel's decision.
"Maintaining our listing on the Nasdaq National Market is an element of
our strategy to return this company to sustainable growth and increase
stockholder value. We are taking appropriate measures to maintain our listing
through the request for review and the stockholder meeting on a proposed
reverse split. We look forward to providing an update on our operational
progress on our next earnings call on October 27th," said David Hills,
LookSmart's President and CEO.
As of the September 21, 2005 record date, there were 113,855,108 shares of
common stock outstanding. Approval of the reverse stock split proposal will
require the approval of holders of a majority of the total shares of stock
outstanding as of the record date for the special meeting.
LookSmart is an online media and technology company, which provides
relevant content, advertising and technology solutions for consumers,
advertisers and publishers. LookSmart's owned and operated vertical search
sites are where customers look for what they need, and the sites and web tools
offer essential search results with the ability to find, save and share
content. In addition to owned and operated properties, LookSmart's
distribution network includes syndicated publishers and search engine partners
that maximize advertiser ROI. Distribution partners include Lycos, CNET,
InfoSpace (Excite, MetaCrawler, Webcrawler), Cox Interactive, Apple's
Sherlock, and U.C. Berkeley. LookSmart offers a customizable set of syndicated
solutions for publishers to grow their advertiser relationships and audience.
LookSmart is based in San Francisco, California. For more information on
LookSmart, visit www.looksmart.com or call 415-348-7500.
Except for the historical information contained herein, the matters
discussed in this release are forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially from
those in such forward-looking statements. These forward looking statements
are made only as of the date of this press release, and LookSmart undertakes
no obligation to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise. Accordingly, you
should not place undue reliance on these forward-looking statements.
Potential risks and uncertainties include, but are not limited to, the
possible delisting of the Company's stock from the Nasdaq National Market as a
result of the failure of the holders of a majority of the Company's stock to
vote in favor of the reverse stock split and the Company's ability to
successfully implement its operational plan. These and other risk factors are
described in detail in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005, its Annual Report on Form 10-K for the year ended
December 31, 2004 and in other documents filed with the SEC.
NOTE: "LookSmart" is a registered trademark of LookSmart, Ltd., and/or
its subsidiaries in the U.S. and other countries. Any other trademarks
mentioned are the property of their respective owners.
The Blueshirt Group