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): June
25, 2007
LivePerson,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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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))
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Item
1.01. |
Entry
into a Material Definitive
Agreement.
|
On
June
25, 2007, LivePerson, Inc. entered into a definitive Agreement and Plan of
Merger (the “Merger Agreement”) with Kasamba, Inc. (“Kasamba”), Kato MergerCo,
Inc. (an indirect subsidiary of LivePerson) and Yoav Leibovich (as the Kasamba
stockholders’ representative) to acquire Kasamba in a merger transaction
pursuant to which Kasamba will become an indirect subsidiary of LivePerson
(the
“Merger”). Pursuant to the terms of the Merger Agreement, LivePerson will
acquire all of the outstanding common stock of Kasamba and assume all of its
outstanding options in exchange for an aggregate consideration of approximately
$40.0 million, consisting of $9.0 million in cash and 4,754,601 shares of
LivePerson common stock to be issued at the closing of the transaction, subject
to certain adjustments.
The
Merger Agreement contains customary representations, warranties and covenants.
With the exception of certain matters, the indemnification obligations of the
stockholders of Kasamba for breaches of representations and warranties,
covenants and certain tax liabilities will be subject to a $100,000 aggregate
threshold, but once the aggregate amount of LivePerson’s damages exceeds the
threshold, it will have the right to recover the full amounts due without regard
to the threshold. The indemnification obligations of the Kasamba stockholders
will be secured by a cash escrow fund consisting of $7,000,000 in cash and
a
stock escrow fund consisting of 766,871 of the shares of LivePerson common
stock
to be issued at closing. The representations and warranties of Kasamba will
survive for 18 months after the closing of the Merger. The Merger Agreement
contains customary termination rights in favor of each of LivePerson and
Kasamba.
The
merger has been approved by the boards of directors of LivePerson and Kasamba.
The consummation of the Merger is subject to certain closing conditions,
including certain Israeli tax rulings, and other customary closing conditions,
including Kasamba stockholder approval.
Upon
the
closing of the transaction, LivePerson will issue shares of its common stock
to
Kasamba’s stockholders in a private placement, in reliance on the exemption from
the registration requirements of the Securities Act of 1933, as amended,
provided by Section 4(2) and Regulation D thereunder. Such shares will be
registered for resale on a Registration Statement on Form S-3 shortly after
the
transaction closes. The shares of LivePerson common stock issued in the Merger
to Kasamba’s significant stockholders will be subject to resale limitations
contemplated by the Merger Agreement.
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 expected
to be filed as an exhibit to LivePerson’s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2007.
On
June
25, 2007, LivePerson issued a press release announcing the merger, a copy of
which is filed with this report as Exhibit 99.1 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.
This
report is neither an offer to sell nor a solicitation of offers to purchase
common stock of LivePerson. The issuance of shares of common stock by LivePerson
in connection with this transaction will not be registered under the Securities
Act of 1933, as amended, and the shares may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements.
Item
3.02. |
Unregistered
Sales of Equity
Securities.
|
The
information contained in Item 1.01 of this report is incorporated by reference
herein.
Item
9.01. |
Financial
Statements and Exhibits.
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(d)
Exhibits. The following documents are included as exhibits to this
report:
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99.1 |
Press
release issued June 25,
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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|
|
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Date:
June 25, 2007
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By:
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/s/
TIMOTHY E. BIXBY
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Timothy
E. Bixby
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President,
Chief Financial Officer and
Secretary
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LivePerson
to Acquire Kasamba, Inc.
LivePerson
expands into the consumer market by acquiring one of the world’s largest
communities of chat-based paid experts
Teleconference
to be Held on Tuesday, June 26 at 9:00 a.m. EDT
NEW
YORK,
N.Y. — June 25, 2007 — LivePerson, Inc. (NASDAQ: LPSN), a provider of online
conversion solutions, today announced an agreement to acquire Israel-based
Kasamba, Inc., a leader in live expert advice delivered online via real-time
chat to consumers. Under the terms of the agreement, LivePerson will acquire
the
outstanding common stock of Kasamba and assume all of its outstanding options
for total consideration of approximately $40 million, comprised of $9 million
in
cash and approximately $31 million in stock.
The
acquisition of Kasamba, combined with the recently announced launch of
LivePersonalShoppers.com, will accelerate LivePerson’s expansion into the
direct-to-consumer market. This purchase underscores LivePerson’s commitment to
expand its global presence by offering a personalized, human experience to
the
millions of consumers who are looking for live help online and want expert
advice in real time.
Kasamba’s
thousands of experts sell their knowledge via real-time chat to the more than
1
million monthly visitors to Kasamba.com. Kasamba has experts in dozens of
categories, including personal counseling and coaching, computer services,
education and tutoring, health, business and finance. Currently, Kasamba’s
business model is based on receiving a portion of the gross expert fees. In
2006, the experts generated approximately $20 million in gross fees of which
Kasamba received approximately $7 million, an increase from approximately $8.4
million in gross fees and approximately $2.7 million in net revenue to Kasamba
in 2005.
LivePerson
currently provides live chat and customer service software to companies such
as
EarthLink, Hewlett-Packard, Microsoft, Qwest, Verizon, Orbitz and The Home
Depot, and supports more than 50 million consumer chat interactions annually
across its existing customer base. LivePerson’s presence in the
direct-to-consumer market will solidify its position as a leading provider
of
real-time solutions for both businesses and consumers.
Kasamba
offers a turnkey solution for professionals offering expert advice online in
real time via chat. Experts provide their services via chat for a negotiated
fee
to thousands of consumers each month. Kasamba’s commission-based business model
generates revenue from each paid consumer-to-expert interaction.
“This
acquisition represents our commitment to build a direct to consumer service
to
positively impact our entire business,” said LivePerson CEO Robert LoCascio. “By
directly empowering the consumer to drive demand for real-time chat, we hope
to
increase the rate of adoption of our services. We believe this will create
a
unique value proposition for our customers and further differentiate us from
our
competition.”
“Being
part of LivePerson will enable us to provide a more complete offering of
real-time services to our growing customer base and to expand into new market
segments. We share the LivePerson vision of consumer-oriented services and
look
forward to expanding our opportunity together,” said Inon Axel, Kasamba’s
CEO.
Mr.
Axel
and Kasamba President Arthur Fuhrer will continue in management roles following
the completion of the acquisition.
OTHER
TERMS
The
transaction is expected to close in approximately 90 days and is subject to
standard closing conditions for similar transactions. Upon the closing of the
transaction, LivePerson will issue shares of its common stock to Kasamba's
stockholders in a private placement. Such shares will be registered for
resale on a Registration Statement on Form S-3 shortly after the transaction
closes.
EXPECTATIONS
LivePerson
expects the following incremental financial impact to result upon closing the
transaction, currently anticipated in early October 2007:
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·
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An
increase in monthly revenue of approximately $1 million upon
closing.
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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, due
primarily to the impact of additional share issuances related to
the
anticipated transaction.
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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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TELECONFERENCE
INFORMATION
A
conference call will be held on Tuesday, June 26 at 9:00 a.m. ET with LivePerson
management to discuss the transaction. To participate, please call (877)
507-3684 before 9:00 AM. International callers please dial (706) 634-9559.
Please reference the conference ID 4881240.
ABOUT
LIVEPERSON
LivePerson
(NASDAQ: LPSN) is a provider of online conversion solutions for real-time sales
and customer service. 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,
voice and a self-service knowledgebase) with a deep understanding of consumer
behavior and industry best practices, LivePerson’s TimpaniTM
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.
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 Kasamba,
Inc.; 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;
the risks associated with expanding LivePerson’s operations in the
direct-to-consumer market; 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: risks
related to the operational integration of
previously-completed
acquisitions; 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.
CONTACTS:
Kevin
Kohn, EVP LivePerson 212-609-4240