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) |
January
20, 2004
|
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| LivePerson,
Inc. |
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| |
|||||
| (Exact
name of registrant as specified in its charter) |
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| Delaware
|
0-30141
|
13-3861628
|
|||
| |
|
|
|||
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
|||
| 462
Seventh Avenue, 21st Floor, New York, New York |
10018
|
||||
| |
|
||||
| (Address
of principal executive offices) |
(Zip
Code) |
||||
|
Registrant's
telephone number, including area code |
(212)
609-4200
|
||||
| |
|||||
| |
|||||
| (Former
name or former address, if changed since last report) |
|||||
ITEM
5. Other Events and Required FD Disclosure.
LivePerson,
Inc. announced on January 20, 2004 that it filed a registration statement
with the Securities and Exchange Commission to register the resale of 500,000
shares of its common stock by Island Data Corporation in connection with the
previously announced acquisition of certain Island Data assets. In addition,
LivePerson announced that it had filed a shelf registration statement with
the SEC relating to the issuance of up to four million shares of its common
stock.
A
copy of the press release issued by LivePerson on January 20, 2004, announcing
the two registration statement filings is included herewith as Exhibit 99.1
and is incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits.
(c)
Exhibits. The following documents are included as exhibits to this report:
99.1
Press release issued January 20, 2004.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
LIVEPERSON, INC. |
|
| ||
|
|
|
(Registrant) |
|
January 20, 2004 |
|
/s/ TIMOTHY E. BIXBY |
|
|
| |
|
Date |
|
Timothy E. Bixby
President, Chief Financial Officer and Secretary |
EXHIBIT INDEX
Exhibit
99.1 Press release issued January 20, 2004.
For
Immediate Release
Media
Contacts:
| Jennifer
Regnault
LivePerson,
Inc.
(212)
609-4213 |
Budd
Zuckerman
Genesis
Select Corp.
(303)
415-0200
|
LivePerson
Files Registration Statements
New
York, NY –– January 20, 2004 –– LivePerson,
Inc. (NasdaqSC: LPSN), a leading provider of technology facilitating real-time
online customer interaction, today announced that it has filed a registration
statement with the Securities and Exchange Commission to register the resale
of 500,000
shares of its common stock by Island Data Corporation in connection with the
previously announced acquisition of certain Island Data assets. LivePerson
expects to issue up to that number of shares of its common stock to Island
Data as part of the consideration for the purchase of the Island Data assets,
subject to certain earn out provisions.
In
addition, the Company filed a shelf registration statement today with the
SEC relating to the issuance of up to four million shares of its common stock.
The Company has no immediate plans to offer or sell any shares of its common
stock under this shelf registration. We presently intend to use the net proceeds
from the sale of the registered shares for general corporate purposes, working
capital and potential strategic acquisitions. The terms of any issuance would
be announced in a filing with the SEC at the time the shares are offered or
sold.
Registration
statements relating to these securities have been filed with the Securities
and Exchange Commission but have not yet become effective. These securities
may not be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of any securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
Copies
of the prospectus relating to the resale offering may be obtained, when available,
from Island Data Corporation, 2011 Palomar Airport Road, Suite 300, Carlsbad,
California 92009. Copies of the prospectus relating to the shelf registration
may be obtained, when available, from LivePerson, Inc. 462 Seventh Avenue,
21st
Floor,
New York, New York, 10018 (Attention: Investor Relations).
The
issuance to Island Data will not be registered under the Securities Act of
1933 and the shares may not be subsequently offered or sold by Island Data
in the United States except under the resale registration statement or an
applicable exemption from the registration requirements.
About
LivePerson
LivePerson
is a leading provider of technology facilitating real-time online customer
interaction. LivePerson’s services enable online businesses to communicate
securely with Internet users in real time, thereby enhancing the online experience.
With real-time solutions consisting of chat, marketing and selling tools,
a self-service FAQ product and email management, LivePerson offers clients
the opportunity to increase sales, lower customer service costs and increase
responsiveness to customer needs. LivePerson is headquartered in New York
City.
Forward
Looking Statements
Statements
in this press release regarding LivePerson, Inc. that are not historical facts
are forward-looking statements and are subject to risks and uncertainties
that could cause actual future events or results to differ materially from
such statements. Any such forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. It is routine for our internal projections and expectations to change
as the quarter progresses, and therefore it should be clearly understood that
the internal projections and beliefs upon which the Company bases its expectations
may change prior to the end of the quarter. Although these expectations may
change, we are under no obligation to inform you if they do. Our company policy
is generally to provide our expectations only once per quarter, and not to
update that information until the next quarter. Actual events or results may
differ materially from those contained in the projections or forward-looking
statements. The following factors, among others, could cause LivePerson’s
actual results to differ materially from those described in a forward-looking
statement: the limited history of providing the LivePerson services; our limited
historical annual revenue and history of losses; the possible unavailability
of financing as and if needed; an unproven business model; our dependence
on the success of the LivePerson chat service; continued use by our clients
of the LivePerson services; potential fluctuations in our quarterly and annual
results; risks related to adverse business conditions experienced by our clients;
our dependence on key employees; risks related to our international operation,
particularly our operations in Tel Aviv, Israel, and the current civil and
political unrest in that region; competition for qualified personnel; competition
in the real-time sales and customer service technology market; building awareness
of the LivePerson brand name; technology systems beyond LivePerson’s
control and technology-related defects that could disrupt the LivePerson services;
our dependence on the growth of the Internet as a medium for commerce and
the viability of the infrastructure of the Internet; and responding to rapid
technological change. This list is intended to identify only certain of the
principal factors that could cause actual results to differ from those discussed
in the forward-looking statements. Readers are referred to the reports and
documents filed from time to time by LivePerson with the Securities and Exchange
Commission for a discussion of these and other important risk factors that
could cause actual results to differ from those discussed in forward-looking
statements.