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): April 2630, 2012

LoopNet, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-52026	77-0463987
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
185 Berry Street, Suite 4000 San Francisco, CA 94107		94107
185 Berry Street, Suite 4000, San Francisco, CA 94107		94107
(Address of Principal Executive Offices)		(Zip Code)

(415) 243-4200

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report)

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:

x	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~~Introductory ~~8.01 Other Events.~~Note

On April 30, 2012, LoopNet , Inc., (the “Company”), ~~and~~completed ~~CoStar~~its ~~Group,~~merger ~~Inc.~~ (the “~~CoStar~~Merger”) ~~announced~~with ~~that~~Lonestar onAcquisition ~~April 26~~Sub, ~~2012,~~Inc. ~~the Federal Trade Commission~~ (“~~FTC~~Merger Subsidiary”), ~~accepted~~a ~~the~~wholly-owned ~~Consent~~subsidiary ~~Order~~of ~~that~~CoStar ~~was previously agreed between and among the FTC staff~~Group, ~~the~~ ~~Company~~Inc. ~~and~~ (“CoStar ~~on April 17~~”), ~~2012.~~pursuant ~~The~~to ~~Consent~~an ~~Order~~Agreement isand ~~subject~~Plan toof aMerger ~~30-day~~dated ~~public~~April ~~comment~~27, ~~period~~2011, ~~and~~as ~~then~~amended ~~final~~May ~~acceptance~~20, by2011 (the ~~FTC.~~“Merger ~~However,~~Agreement) ~~there~~among ~~are~~CoStar, noMerger ~~further~~Subsidiary ~~regulatory~~and ~~approvals~~the ~~required~~Company. toAs ~~complete~~a ~~the~~result ~~merger~~ of the ~~Company and CoStar~~Merger, as the ~~waiting~~Company ~~period~~became ~~under~~a ~~the Hart~~wholly-~~Scott-Rodino~~owned ~~Act~~subsidiary ~~was terminated upon the FTC’s acceptance~~ of ~~the Consent Order~~CoStar.

~~The~~Item 3.01 Notice ~~parties intend to close the merger~~ of ~~the~~Delisting ~~Company~~or ~~and~~Failure ~~CoStar, which remains subject~~ to ~~the~~Satisfy ~~satisfaction~~a ofContinued ~~other~~Listing ~~customary~~Rule ~~closing conditions, on~~ or ~~about~~Standard; ~~April 30,~~Transfer ~~2012.~~of Listing.

~~Cautionary~~On ~~Statements~~April ~~Regarding~~30, ~~Forward~~2012 the Company notified the NASDAQ Stock Market (“NASDAQ”) of the effectiveness of the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s common stock (other than any shares owned by the Company, CoStar or their wholly-~~Looking~~owned ~~Statements~~subsidiaries) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive a unit consisting of (i) $16.50 in cash, without interest (the “Cash Consideration”), and (ii) 0.03702 shares of CoStar common stock (the “Common Stock Consideration”, and together with the Cash Consideration, the “Merger Consideration”). The Company requested that NASDAQ suspend trading of the Company’s common stock prior to the open of trading on May 1, 2012 and file with the Securities and Exchange Commission an application on Form 25 to report that the shares of the Company’s common stock will be delisted from NASDAQ.

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the timing of the merger, the companies’ plans, objectives, expectations and intentions and other statements including words such as “hope,” “anticipate,” “may,” “believe,” “expect,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology. Such statements are based upon the current beliefs and expectations of management of the Company and CoStar and are subject to significant risks and uncertainties. Actual results may differ materially from the results anticipated in the forward-looking statements. The following factors, among others, could cause or contribute to such differences: the possibility that the merger does not close; the possibility that the public comment and final acceptance process for the Consent Order could result in further regulatory implications; the possibility that the conditions, divestitures and changes relating to the operations or assets of the Company and CoStar as a result of the Consent Order may result in unanticipated adverse effects on the combined company; the risk that expected cost savings or other synergies from the merger may not be fully realized or may take longer to realize than expected; the risk that the businesses of the Company and CoStar may not be combined successfully or in a timely and cost-efficient manner; the risk that business disruption relating to the merger may be greater than expected; and failure to obtain any required financing on favorable terms. Additional factors that could cause results to differ materially from those anticipated in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended DecemberItem 31, 2011 and CoStar’s Annual Report on Form 10-K for the year ended December 31, 2011, each filed with the SEC, including in the “Risk Factors” section of each of these filings, and each company’s other filings with the SEC available at the SEC’s website (http://www3.~~sec.gov).~~03 Material ~~Neither~~Modifications ~~the Company nor CoStar undertakes any obligation~~ to ~~update~~Rights ~~or revise any forward-looking statements, whether as a result~~ of ~~new~~Security ~~information, future events or otherwise~~Holders.

~~Important~~On ~~Information~~April ~~for~~30, ~~LoopNet~~2012, ~~Stockholders~~pursuant to the terms of the Merger Agreement, at the time of the Merger, each share of the Company’s common stock (other than any shares owned by the Company, CoStar or their wholly-owned subsidiaries) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Merger Consideration. Each share of the Company’s Series A Preferred Stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive a unit consisting of (i) 148.80952 multiplied by the Cash Consideration and (ii) 148.80952 multiplied by the Common Stock Consideration.

InOn ~~connection~~April ~~with~~30, ~~the proposed transaction~~2012, ~~CoStar~~pursuant ~~filed~~to ~~with~~ the ~~SEC,~~terms ~~and~~of the ~~SEC~~Merger ~~declared effective~~Agreement, aat ~~Registration~~the ~~Statement~~effective ontime ~~Form S-4 that included a preliminary proxy statement~~ of the ~~Company that also constituted a preliminary prospectus of CoStar. On June 7~~Merger, ~~2011,~~each ~~CoStar~~outstanding ~~filed a final prospectus and the~~ Company ~~filed~~equity aaward ~~definitive~~(including ~~proxy~~stock ~~statement~~options and ~~the~~restricted ~~Company~~stock ~~began~~units), ~~mailing~~whether ~~the~~vested ~~proxy~~or ~~statement/prospectus to the Company’s stockholders~~unvested, ~~who~~was ~~approved~~cancelled ~~the~~in ~~transaction~~exchange onfor ~~July 11,~~cash ~~2011. Investors~~ and/or ~~securityholders~~shares ~~are~~of ~~encouraged~~CoStar tocommon ~~read~~stock ~~these~~(depending ~~materials~~on ~~as well as any other relevant documents filed with~~ the ~~SEC~~type ~~regarding~~of ~~the~~award ~~proposed~~and ~~transaction, because they contain important information regarding~~ the ~~proposed~~exercise ~~transaction.~~price ~~Copies~~ of ~~all~~the ~~documents~~award, ~~filed~~if ~~with~~any) ~~the~~based ~~SEC~~on ~~regarding~~ the ~~proposed~~Merger ~~transaction~~Consideration less, ~~including~~in the ~~proxy~~case ~~statement/prospectus, may be obtained free~~ of ~~charge~~a atstock ~~the SEC’s website~~option, ~~www.sec.gov. Copies of~~ the ~~proxy~~per ~~statement/prospectus~~share ~~and~~exercise ~~the filings with the SEC that are~~ price.

The description herein of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2011 and Amendment No. 1 to the Merger Agreement, which was attached as Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2011, both of which are incorporated herein by reference.

~~incorporated~~Upon ~~by referenced in~~ the ~~proxy~~effective ~~statement/prospectus~~time ~~can~~of ~~also~~the ~~be obtained~~Merger, ~~free~~holders of ~~charge,~~the byCompany’s ~~directing~~common astock ~~request~~and bypreferred ~~mail~~stock toimmediately ~~LoopNet,~~prior ~~Inc.,~~to ~~Attn:~~the ~~Secretary,~~effective ~~185~~time ~~Berry~~of ~~Street,~~the ~~Suite~~Merger ~~4000, San~~ceased ~~Francisco,~~to ~~California~~have ~~94107,~~any byrights ~~telephone~~as atstockholders ~~(415) 243-4200,~~in ~~from~~ the ~~investor~~Company ~~relations~~(other ~~section~~than oftheir ~~LoopNet’s~~right ~~website~~to atreceive ~~http://www.loopnet.com~~the ormerger ~~from~~consideration ~~CoStar’s~~described ~~website, www~~above).~~costar.com/Investors.aspx under the tab “SEC Filings.”~~

2Item 5.01 Changes in Control of Registrant.

As a result of the Merger, the Company became a wholly-owned subsidiary of CoStar. The disclosure under Item 3.03 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

All members of the Company’s board of directors resigned effective as of the effective time of the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger, the directors of Merger Subsidiary became the directors of the Company.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation was amended and restated in its entirety. The Restated Certificate of Incorporation of the Company is attached as Exhibit 3.1 hereto and incorporated herein by reference.

In addition, in connection with the Merger, the Company’s By-laws were amended and restated. The Amended and Restated By-laws of the Company are attached as Exhibit 3.2 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

(2.1)

Agreement and Plan of Merger, dated as of April 27, 2011 by and among LoopNet, Inc., CoStar Group, Inc. and Lonestar Acquisition Sub, Inc. (Incorporated by reference to Exhibit 2.1 of LoopNet, Inc.’s Current Report on Form 8-K, filed on April 28, 2011.)

(2.2)

Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 20, 2011, among LoopNet, Inc., CoStar Group, Inc. and Lonestar Acquisition Sub, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on May 23, 2011.)

(3.1)

Restated Certificate of Incorporation of LoopNet, Inc.

(3.2)

Amended and Restated By-laws of LoopNet, Inc.

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, hereunto duly authorized.

	~~LOOPNET, INC.~~	LOOPNET, INC.
	~~(Registrant)~~	(Registrant)
Date: April 26, 2012	By:	/s/ Brent Stumme
Date: April 30, 2012		By:	/s/Brian J. Radecki
		Brent Stumme
			Name: Brian J. Radecki Title: Executive Vice President
		Chief Financial Officer and Senior Vice President, Finance and Administration

Exhibit Index

Filing Compare · LoopNet, Inc.