As
filed with the Securities and Exchange Commission on August
2, 2006
Registration
No. 333-112018
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT TO
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
LIVEPERSON,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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462
Seventh Avenue
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13-3861628
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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New
York, New York 10018
(212)
609-4200
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(I.R.S.
Employer Identification Number)
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(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
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Robert
P. LoCascio
Chief
Executive Officer
LivePerson,
Inc.
462
Broadway
New
York, New York 10018
(212)
609-4200
(Name,
Address, Including Zip Code, and Telephone Number, Including Area
Code, of
Agent for Service)
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Copies
of communications to:
Brian
B. Margolis, Esq.
Proskauer
Rose LLP
1585
Broadway
New
York, New York 10036
Telephone:
(212) 969-3000
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Approximate
date of commencement of proposed sale to the public:
Not
applicable.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box.¨
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. ¨
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.¨
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If
this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
EXPLANATORY
NOTE
LivePerson,
Inc. (the “Registrant”) filed Registration Statement on Form S-3 (No.
333-112018) on January 20, 2004 (the “Registration Statement”), which was
declared effective on February 3, 2004.
The
prospectus included in the Registration Statement related to the resale of
up to
500,000 shares of the Registrant’s common stock, par value $0.001 per share (the
“Common Stock”), that were to be offered and sold from time to time by the
selling stockholder named in the prospectus. The Registrant’s registration of
the resale of the shares was required by its agreement to purchase certain
assets from the selling stockholder. Pursuant to that asset purchase agreement,
the Registrant was obligated to issue up to approximately 500,000 shares of
Common Stock to the selling stockholder as part of the purchase price for the
assets. The exact number of shares issued was determined according to an
earn-out formula contained in the agreement. Under the earn-out formula, 370,894
shares were issued at various times both before and after the effective date
of
the Registration Statement. The 129,106 shares that were registered for resale
on the Registration Statement, but not actually issued to the selling
stockholder pursuant to the earn-out formula, are being removed from
registration by means of this Post-Effective Amendment to the Registration
Statement.
Accordingly,
pursuant to the undertaking contained in Part II, Item 17 of the Registration
Statement and pursuant to Item 512(a)(3) of Regulation S-K and Rule 478
promulgated under the Securities Act of 1933, as amended, the Registrant files
this Post-Effective Amendment to the Registration Statement to deregister
129,106 shares of Common Stock.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
New
York, State of New York, on August 2, 2006.
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LIVEPERSON,
INC.
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| By: | /s/ ROBERT P. LOCASCIO | |
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Name: Robert P. LoCascio |
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| Title: Chief Executive Officer and Chairman of the Board of Directors | ||
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS that each person whose signature appears below hereby
constitutes and appoints Robert P. LoCascio and Timothy E. Bixby, and each
of
them, such person’s true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for and in such person’s name, place
and stead, in the capacities indicated below, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file or cause to be filed the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as such person might, or could, do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, or
his
or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on August
2, 2006.
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Signature
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Title
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/s/
ROBERT P.
LOCASCIO
Robert
P. LoCascio
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Chief
Executive Officer and Chairman of the Board of Directors (Principal
Executive Officer)
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/s/
TIMOTHY E.
BIXBY
Timothy
E. Bixby
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President,
Chief Financial Officer, Secretary and Director
(Principal
Financial and Accounting Officer)
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/s/
STEVEN
BERNS
Steven
Berns
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Director
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/s/
EMMANUEL
GILL
Emmanuel
Gill
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Director
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/s/
KEVIN C.
LAVAN
Kevin
C. Lavan
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Director
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/s/
WILLIAM
WESEMANN
William
Wesemann
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Director
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