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): October
3, 2007
LivePerson,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-30141
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13-3861628
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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462
Seventh Avenue, New York, New York
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10018
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(212) 609-4200
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(Former
name or former address, if changed since last
report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.01. Completion of Acquisition or Disposition of Assets
On
October 3, 2007, LivePerson, Inc. (“LivePerson”)
completed its
acquisition of Kasamba, Inc. (“Kasamba”), pursuant to the definitive Agreement
and Plan of Merger (the “Merger Agreement”) among LivePerson, Kasamba, Kato
MergerCo, Inc. (an indirect subsidiary of LivePerson) and Yoav Leibovich (as
the
Kasamba shareholders’ representative). LivePerson acquired all of Kasamba’s
outstanding capital stock from Kasamba’s shareholders in exchange for an
aggregate consideration of $9.0 million in cash and 4,130,776 shares of
LivePerson common stock issued at the closing of the transaction, subject to
certain adjustments. LivePerson will also assume outstanding options to purchase
623,825 shares of common stock as part of the transaction.
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 Kasamba and are qualified by disclosures between
the
parties.
On
October 3, 2007, 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 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 December 20, 2007.
(b)
Pro
Forma Financial Information. To be filed by amendment of this Current Report
on
Form 8-K not later than December 20, 2007.
(d)
Exhibits. The following documents are included as exhibits to this
report:
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2.1
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Agreement
and Plan of Merger, dated as of June 25, 2007, among LivePerson,
Inc.,
Kato MergerCo, Inc., Kasamba, Inc., and Yoav Leibovich as Shareholders’
Representative (incorporated by reference from Exhibit 10.5 to the
Quarterly Report on Form 10-Q/A filed by LivePerson on August 9,
2007).
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99.1
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Press
release issued October 3, 2007.
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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.
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LIVEPERSON,
INC.
(Registrant)
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Date:
October 9, 2007
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By:
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/s/ Tim Bixby |
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Name:
Tim Bixby
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Title:
President & CFO
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EXHIBIT
INDEX
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2.1
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Agreement
and Plan of Merger, dated as of June 25, 2007, among LivePerson,
Inc.,
Kato MergerCo, Inc., Kasamba, Inc., and Yoav Leibovich as Shareholders’
Representative (incorporated by reference from Exhibit 10.5 to the
Quarterly Report on Form 10-Q/A filed by LivePerson on August 9,
2007).
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99.1
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Press
release issued October 3, 2007.
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Kevin
Kohn
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LivePerson,
Inc.
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212-609-4240
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kkohn@liveperson.com
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LivePerson
Completes Acquisition of Kasamba, Inc.
Combined
company will provide a platform enabling delivery of trusted expert advice
to
online consumers
NEW
YORK,
NY— October 3, 2007 — LivePerson, Inc. (Nasdaq: LPSN), a provider of online
conversion solutions, today announced the completion of its acquisition of
Kasamba, Inc., a leading online provider of live expert advice delivered to
consumers via real-time chat. LivePerson has acquired all of the outstanding
capital stock of Kasamba in exchange for approximately 4.1 million shares of
LivePerson common stock and $9 million in cash. LivePerson will also assume
approximately 624,000 outstanding options as part of the
transaction.
Accelerating
LivePerson’s expansion into the business-to-consumer market, the acquisition
extends the value the company delivers to its growing base of business customers
through a community that will connect consumers with experts in a broad range
of
categories. This community can provide a central forum where consumers can
interact with experts, existing LivePerson customers and trusted advisors to
make more informed online buying decisions.
Kasamba
has created one of the world’s largest communities of chat-based paid experts,
with more than a million monthly site visitors. The acquisition solidifies
LivePerson’s commitment to expand its global presence as a leader in real-time
online solutions, through a direct link with online consumers seeking trusted
expert advice.
“We
will
provide a web destination where consumers can find expert help in real time,”
said LivePerson CEO Robert LoCascio. “By building an online marketplace where
experts can provide trusted advice on a broad range of topics, LivePerson is
again redefining the online experience for consumers and our growing customer
base of more than 5,000 businesses. We believe this expansion will create a
unique value proposition for experts, consumers and our customers.”
LivePerson
expects the following incremental financial impact to result from this
transaction, which is unchanged from the guidance disclosed
previously:
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·
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An
increase in monthly revenue of approximately $1 million in the fourth
quarter of 2007.
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·
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A
decrease in EBITDA (earnings before interest, taxes, depreciation
and
amortization) of $0.01 per share in the fourth quarter of
2007.
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·
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A
decrease in EPS due primarily to deal-related amortization and additional
stock compensation expense of $0.01-$0.02 in the fourth quarter of
2007.
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LivePerson
will issue shares of its common stock to Kasamba’s shareholders in a private
placement. Such shares will be registered for resale on a Registration Statement
on Form S-3.
1
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
5,000
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
Kasamba
Founded
in 1999 by Inon Axel, a physicist, and Arthur Fuhrer, a physician, Kasamba,
Inc.
is an Israel-based, privately held company, whose last investment round was
led
by JAL Ventures. Kasamba is a provider of online expert advice, with thousands
of registered experts and hundreds of thousands of monthly site visitors.
EBITDA
Financial Disclosure
Investors
are cautioned that the EBITDA, or earnings before interest, taxes, depreciation,
amortization and stock-based compensation, information contained in this press
release is not a financial measure under generally accepted accounting
principles. In addition, it should not be construed as an alternative to any
other measures of performance determined in accordance with generally accepted
accounting principles, or as an indicator of our operating performance,
liquidity or cash flows generated by operating, investing and financing
activities, as there may be significant factors or trends that it fails to
address. We present this financial information because we believe that it is
helpful to some investors as one measure of our performance. We caution
investors that non-GAAP financial information such as EBITDA, by its nature,
departs from traditional accounting conventions; accordingly, its use can make
it difficult to compare our current results with our results from other
reporting periods and with the results of other companies.
2
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: risks related to the
operational integration of acquisitions; risks associated with expanding our
operations in the direct-to-consumer market; risks related to our international
operations, particularly our operations in Israel, and the civil and political
unrest in that region; our history of losses; potential fluctuations in our
quarterly and annual results; impairments to goodwill that result in significant
charges to earnings; 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 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.
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