UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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
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)
This current report on Form 8-K/A amends the current report on Form 8-K filed on
October 19, 2000.
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ITEM 2. Acquisition or Disposition of Assets.
On October 12, 2000, LivePerson, Inc., a Delaware corporation
("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 business combination and HumanClick became 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 99.1, respectively, and incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The following appear as Exhibit 99.2 to this Current Report on Form
8-K/A and are incorporated into this document by reference:
(i) Balance sheet of HumanClick Ltd. as of December 31, 1999 and the
related statements of loss, changes in shareholders' equity and cash
flows for the period from June 24, 1999 (date of incorporation) to
December 31, 1999.
The following appear as Exhibit 99.3 to this Current Report on Form
8-K/A and are incorporated into this document by reference:
(ii) Unaudited condensed interim balance sheet of HumanClick Ltd. at
June 30, 2000 and the related unaudited condensed interim statements
of loss, changes in shareholders' equity and cash flows for the six
months ended June 30, 2000.
(b) Pro Forma Condensed Combined Financial Information.
On October 12, 2000, LivePerson acquired all of the outstanding
shares of capital stock of HumanClick pursuant to the Stock Purchase
Agreement for approximately $9.7 million.
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The consideration paid by LivePerson was determined based on
arm's-length negotiations between LivePerson and HumanClick. The
number of shares of LivePerson common stock issued to HumanClick's
shareholders was determined based on an exchange rate of
approximately 2.223 shares of LivePerson common stock for each
HumanClick issued and outstanding ordinary share and consisted of
the following:
- 4,238,405 shares of LivePerson common stock valued at
approximately $8.9 million based upon the five-day average
trading price before and after October 12, 2000, the date on
which the transaction was consummated and announced, at $2.094
per share. Of these shares, 1,564,298 are subject to a
repurchase option by LivePerson if two of the former
shareholders of HumanClick are no longer employed by
HumanClick under certain circumstances prior to October 12,
2003. The price pursuant to which LivePerson may repurchase
such shares is equal to the lesser of the 30-day average price
per share of LivePerson common stock prior to the termination
of employment, and $7 per share. One-third of the stock
subject to the repurchase option shall be released from
LivePerson's purchase option on each of October 12, 2001, 2002
and 2003;
- The assumption by LivePerson of options to purchase
HumanClick's ordinary shares, to be exchanged for options to
purchase approximately 262,000 shares of LivePerson's common
stock. The options were valued at approximately $537,000 based
on a Black-Scholes option pricing model (classified within
stockholders' equity); and
- Acquisition costs of approximately $250,000 related to the
merger.
The acquisition has been accounted for using the purchase method of
accounting. LivePerson has allocated a portion of the purchase price
to the fair market value of the acquired assets and assumed
liabilities of HumanClick as of the date of the closing. For pro
forma purposes, LivePerson used October 12, 2000, the closing and
announcement date of the acquisition, as its basis for determining
its allocation of the purchase price. The excess of the purchase
price over the fair market value of the acquired assets and assumed
liabilities of HumanClick has been allocated to goodwill and other
intangible assets. Goodwill and other intangible assets are being
amortized over a period of three years, the expected estimated
period of benefit.
The following appear as Exhibit 99.4 to this Current Report on Form
8-K/A and are incorporated into this document by reference:
(i) Unaudited pro forma condensed combined Statements of
Operations for the year ended December 31, 1999.
(ii) Unaudited pro forma condensed combined Statements of
Operations for the six months ended June 30, 2000.
(iii) Unaudited pro forma condensed combined Balance Sheet as of
June 30, 2000.
(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.
23.1 Consent of Independent Accountants.
99.1* Press release dated October 13, 2000.
99.2 Balance sheet of HumanClick Ltd. as of December 31, 1999 and
the related statements of loss, changes in shareholders'
equity and cash flows for the period from June 24, 1999 (date
of incorporation) to December 31, 1999.
99.3 Unaudited condensed interim balance sheet of HumanClick Ltd.
at June 30, 2000 and the related unaudited condensed interim
statements of loss, changes in shareholders' equity and cash
flows for the six months ended June 30, 2000.
99.4 Unaudited pro forma condensed combined Statements of
Operations for the year ended December 31, 1999 and the six
months ended June 30, 2000 and unaudited pro forma condensed
combined Balance Sheet as of June 30, 2000.
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* Previously filed
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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)
November 13, 2000 /s/ TIMOTHY E. BIXBY
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Date Timothy E. Bixby
Executive Vice President, Chief
Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit
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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.
23.1 Consent of Independent Accountants.
99.1* Press release dated October 13, 2000.
99.2 Balance sheet of HumanClick Ltd. as of December 31, 1999 and the related
statements of loss, changes in shareholders' equity and cash flows for the
period from June 24, 1999 (date of incorporation) to December 31, 1999.
99.3 Unaudited condensed interim balance sheet of HumanClick Ltd. at June 30,
2000 and the related unaudited condensed interim statements of loss,
changes in shareholders' equity and cash flows for the six months ended
June 30, 2000.
99.4 Unaudited pro forma condensed combined Statements of Operations for the
year ended December 31, 1999 and the six months ended June 30, 2000 and
unaudited pro forma condensed combined Balance Sheet as of June 30, 2000.
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* Previously filed
