ZIPR Ziprealty (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): December 11, 2008

ZIPREALTY, INC.

(Exact name of registrant as specified in its charter)

2000 Powell Street, Suite 300

Emeryville, CA 94608

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (510) 735-2600

Not Applicable

(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 (see General Instruction A.2. below):

Please see the response to Item 5.02)(e) below concerning the stock purchase agreement entered into between ZipRealty, Inc. (the “Company”) and Charles C. (Lanny) Baker, the Company’s Executive Vice President and Chief Financial Officer.

(e) On December 11, 2008, the Compensation Committee of the Company authorized, and the Company entered into, the following agreements with Charles C. (Lanny) Baker, the Company’s Executive Vice President and Chief Financial Officer: (i) a “stand-alone” nonstatutory stock option award agreement to purchase 325,000 shares of the Company’s common stock at an exercise price equal to $2.56 per share (which was the closing price of the Company’s common stock on the date of grant), with such option to vest as to 25% on the first anniversary of the date of employment and thereafter at the rate of 1/48 per month on the first of each month, provided Mr. Baker remains employed by or in a service relationship with the Company, and subject to the standard terms applicable to the Company’s option grants; (ii) a restricted stock award agreement for 25,000 shares of the Company’s common stock, with 6,250 of the shares to vest on each of June 4, 2009 and each six months thereafter until fully vested, provided Mr. Baker remains employed by or in a service relationship with the Company; and (iii) a stock purchase agreement for Mr. Baker to purchase from the Company 80,000 shares of the Company’s common stock held in treasury at a price of $2.56 per share. The foregoing summary is subject in its entirety to the provisions of the relevant agreements, copies of which are filed as exhibits to this report.

(a) On December 12, 2008, the Company filed with the Secretary of State of Delaware a Certificate of Correction to Amended and Restated Certificate of Incorporation (the “Certificate of Correction”). The Certificate of Correction was filed to correct a scrivener’s error in the Company’s Amended and Restated Certificate of Incorporation filed in connection with the Company’s initial public offering on November 15, 2004 (the “Restated Certificate”). Specifically, the Restated Certificate erroneously omitted a provision that the Company had previously authorized, and that was included in its original certificate of incorporation, that protects each of the Company’s directors, to the fullest extent permitted by the Delaware General Corporation Law, from personal liability to the Company and its stockholders for monetary damages for a breach of fiduciary duty as a director. The Certificate of Correction reinstates this provision, which is permitted under Section 102(b)(7) of the Delaware General Corporation Law. Pursuant to Section 103(f) of the Delaware General Corporation Law, the correction was effective as of November 15, 2004, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the correction was effective as of December 12, 2008.

(d) Exhibits.

The following exhibits are furnished with this report on Form 8-K:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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