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 12, 2000
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LivePerson, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-30141 13-3861628
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
462 Seventh Avenue, 10th Floor, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 277-8950
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 12, 2000, LivePerson, Inc. ("LivePerson") acquired
HumanClick Ltd., a private company organized under the laws of the State of
Israel ("HumanClick"), pursuant to a Stock Purchase Agreement among LivePerson,
HumanClick and the shareholders of HumanClick named in Schedule I thereto (the
"Stock Purchase Agreement"). LivePerson purchased all of the outstanding capital
stock from the shareholders of HumanClick for consideration consisting of
4,238,405 newly issued shares of LivePerson common stock. The amount of
consideration was determined based upon arm's-length negotiations between
LivePerson and HumanClick. The acquisition will be accounted for as a purchase
and HumanClick will become a wholly-owned subsidiary of LivePerson.
The shares issued to HumanClick shareholders were issued pursuant to an
exemption from registration under the Securities Act of 1933, as amended. In
connection with the transaction, LivePerson assumed HumanClick's outstanding
stock options, which remain outstanding as options to purchase shares of
LivePerson's common stock.
The acquisition by LivePerson of shares of HumanClick's outstanding
capital stock pursuant to the Stock Purchase Agreement is deemed an indirect
acquisition of the assets of HumanClick represented thereby, including
HumanClick's plant, equipment and other physical property. HumanClick utilizes
such assets as a provider of real-time, online customer service applications to
small and mid-sized businesses. LivePerson intends to continue to utilize such
assets in the conduct of its business as a leading application service provider
of technology that enables real-time sales and customer service interaction over
the Internet.
Immediately prior to the consummation of the Stock Purchase Agreement,
all of the issued and outstanding shares of capital stock of HumanClick were
owned by the shareholders of HumanClick. LivePerson is not aware of any
pre-existing material relationship between such shareholders and LivePerson, or
between such shareholders and LivePerson's affiliates, directors or officers, or
any associate of any such affiliate, director or officer.
A copy of the Stock Purchase Agreement, and a copy of the press release
issued by LivePerson announcing the acquisition, are attached hereto as Exhibits
2 and 99, respectively, and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. To be filed by
amendment to this Current Report on Form 8-K not later than 60
days after the filing of this Current Report.
(b) Pro Forma Condensed Combined Financial Information. To be
filed by amendment to this Current Report on Form 8-K not
later than 60 days after the filing of this Current Report.
(c) Exhibits. The following documents are filed as exhibits to
this report:
2 Stock Purchase Agreement, dated as of October 12,
2000, among LivePerson, Inc., HumanClick Ltd. and
the shareholders of HumanClick Ltd. named in
Schedule I thereto.
99 Press release dated October 13, 2000.
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.
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(Registrant)
October 19, 2000 /s/ TIMOTHY E. BIXBY
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Date Timothy E. Bixby
Executive Vice President, Chief
Financial Officer and Secretary
EXHIBIT INDEX
EXHIBIT
2 Stock Purchase Agreement, dated as of October 12, 2000, among
LivePerson, Inc., HumanClick Ltd. and the shareholders of HumanClick
Ltd. named in Schedule I thereto.
99 Press release dated October 13, 2000.