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): July
18, 2006
LivePerson,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-30141
|
13-3861628
|
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
462
Seventh Avenue, 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)
|
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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
2.01. Completion
of Acquisition or Disposition of Assets.
On
July
18, 2006, LivePerson, Inc. completed its acquisition of Proficient Systems,
Inc.
(“Proficient”), pursuant to the definitive Agreement and Plan of Merger (the
“Merger Agreement”) with Proficient, Soho Acquisition Corp. (a wholly-owned
subsidiary of LivePerson) and Gregg Freishtat (as the Proficient shareholders’
representative). LivePerson acquired all of Proficient’s outstanding capital
stock from Proficient’s shareholders in exchange for up to 2 million shares of
LivePerson common stock to be issued beginning at the closing of the
transaction, and up to an additional 2.05 million shares based on the
achievement of certain revenue targets during the nine months following the
closing.
The
foregoing description of the Merger Agreement is qualified in its entirety
by
reference to the full text of the Merger Agreement, a copy of which is filed
with this report as Exhibit 2.1 and is incorporated by reference into this
report. No representation, warranty, covenant or agreement described above
or
contained in the Merger Agreement is, or should be construed as, a
representation or warranty by LivePerson to any investor or a covenant or
agreement of LivePerson with any investor. The representations, warranties,
covenants and agreements contained in the Merger Agreement are solely for the
benefit of LivePerson and Proficient and are qualified by disclosures between
the parties.
On
July
19, 2006, LivePerson issued a press release announcing the closing of the
transaction, a copy of which is filed with this report as Exhibit 99.1 and
is
incorporated by reference into this report.
The
issuance of shares of common stock by LivePerson in connection with this
transaction have not been and will not be registered under the Securities Act
of
1933 and the shares may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.
Item
9.01. Financial
Statements and Exhibits.
(a)
Financial Statements of Business Acquired. To be filed by amendment of this
Current Report on Form 8-K not later than October 3, 2006.
(b)
Pro
Forma Financial Information. To be filed by amendment of this Current Report
on
Form 8-K not later than October 3, 2006.
(d)
Exhibits. The following documents are included as exhibits to this
report:
|
2.1
|
Agreement
and Plan of Merger, dated as of June 22, 2006, among LivePerson,
Inc.,
Soho Acquisition Corp., Proficient Systems, Inc. and Gregg Freishtat
as
Shareholders’ Representative (incorporated by reference to the
identically-numbered exhibit to the Current Report on Form 8-K filed
by
LivePerson on June 22, 2006).
|
| 99.1 | Press release issued July 19, 2006. |
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.
|
LIVEPERSON,
INC.
(Registrant)
|
|
Date:
July 24, 2006
|
By:
|
/s/
TIMOTHY E. BIXBY
|
|
Timothy
E. Bixby
|
||
|
President,
Chief Financial Officer and
Secretary
|
EXHIBIT
INDEX
|
2.1
|
Agreement
and Plan of Merger, dated as of June 22, 2006, among LivePerson,
Inc.,
Soho Acquisition Corp., Proficient Systems, Inc. and Gregg Freishtat
as
Shareholders’ Representative (incorporated by reference to the
identically-numbered exhibit to the Current Report on Form 8-K filed
by
LivePerson on June 22, 2006).
|
|
99.1
|
Press
release issued July 19, 2006.
|
| Contact: |
Michael
Goodwin
LivePerson,
Inc.
212-609-4282
|
LivePerson
Completes Acquisition of Proficient Systems
NEW
YORK,
NY — July 19, 2006 — LivePerson, Inc. (Nasdaq: LPSN), a provider of online
conversion solutions, today announced the completion of its acquisition of
Atlanta-based Proficient Systems, Inc., a provider of hosted proactive chat
solutions that help companies generate revenue on their web sites.
Under
the
terms of the agreement, LivePerson has acquired all of the outstanding capital
stock of Proficient in exchange for 2 million shares of LivePerson common stock
paid at closing, and up to an additional 2.05 million shares based on the
achievement of certain revenue targets during the nine months following the
closing of the transaction.
Upon
closing, LivePerson issued shares of its common stock to Proficient's
shareholders in a private placement. Such shares will be registered for
resale on a Registration Statement on Form S-3.
LivePerson
expects the following financial impact to result from this transaction, which
is
unchanged from the guidance disclosed previously:
|
·
|
An
increase in monthly revenue of approximately $215,000.
|
|
·
|
A
decrease in EBITDA (earnings before interest, taxes, depreciation
and
amortization) of $0.01 per share in the third quarter of 2006 and
no
decrease in EBITDA in the fourth quarter of 2006.
|
|
·
|
A
decrease in EPS due primarily to deal-related amortization of $0.01-$0.02
in both the third and fourth quarters of 2006.
|
|
·
|
A
favorable impact on both EBITDA per share and EPS beginning in 2007.
|
This
release is neither an offer to sell nor a solicitation of offers to purchase
common stock of LivePerson. The shares of common stock issued by LivePerson
in
connection with this transaction will not be registered under the Securities
Act
of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements.
About
LivePerson
LivePerson
is a provider of online conversion solutions. Our hosted software enables
companies to identify and proactively engage online visitors—increasing sales,
satisfaction and loyalty while reducing service costs. Combining web-interaction
technology (chat, email and a self-service knowledgebase) with a deep
understanding of consumer behavior and industry best practices, LivePerson’s
Timpani™ platform engages the right customer, at the right time, with the right
communications channel. This Engagement Marketing platform creates more
relevant, compelling and personalized experiences—converting traffic into
revenues, and facilitating real-time sales and customer service. More than
4,000
companies including EarthLink, Hewlett-Packard, Microsoft, Qwest and Verizon
rely on LivePerson to help maximize the return on their marketing and e-commerce
investments. LivePerson is headquartered in New York City.
About
Proficient Systems
Headquartered
in Atlanta, Proficient Systems, Inc. is helping industry-leading companies
better monetize their Web presence by converting visitors into buyers. The
Proficient solution utilizes sophisticated data mining algorithms to track
and
analyze the behavior of Web site visitors in real time, and then intelligently
approaches visitors with the appropriate sales or service professional based
on
the company's specific business objectives. Proficient's real-time data mining
engine determines the most valuable customers and engages them with chat and
collaboration technologies, allowing companies like Carmax, E-LOAN, E*Trade,
Huntington National Bank, and Oracle to experience increased revenue, improved
productivity, and enhanced customer satisfaction.
Safe
Harbor Provision
Statements
in this press release regarding LivePerson 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 we base our 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. Some of the factors
that could cause actual results to differ materially from the forward-looking
statements contained herein include, without limitation: the risk that the
proposed merger may not be approved by the stockholders of Proficient Systems;
the risk that other closing conditions of the merger may not be satisfied;
the
risk that the two companies’ businesses will not be integrated successfully; and
the costs related to the proposed merger. In addition, other factors relating
solely to LivePerson’s business could cause actual events or results to differ
materially from the forward-looking statements contained herein including,
without limitation: our history of losses; potential fluctuations in our
quarterly and annual results; responding to rapid technological change and
changing client preferences; competition in the real-time sales, marketing
and
customer service solutions market; continued use by our clients of the
LivePerson services and their purchase of additional services; technology
systems beyond our control and technology-related defects that could disrupt
the
LivePerson services; risks related to adverse business conditions experienced
by
our clients; our dependence on key employees; competition for qualified
personnel; the impact of new accounting rules, including the requirement to
expense stock options; the possible unavailability of financing as and if
needed; risks related to the operational integration of acquisitions; risks
related to our international operations, particularly our operations in Israel,
and the current civil and political unrest in that region; risks related to
protecting our intellectual property rights or potential infringement of the
intellectual property rights of third parties; our dependence on the continued
use of the Internet as a medium for commerce and the viability of the
infrastructure of the Internet; and risks related to the regulation or possible
misappropriation of personal information. 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 us 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.