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 10, 2003
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, 21st 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) 609-4200
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
LivePerson, Inc. founder, Chairman and Chief Executive Officer Robert
P. LoCascio advised the company that, in order to achieve diversification and
liquidity in his financial portfolio, he had entered into a written plan for
trading shares of LivePerson's stock designed to comply with Rule 10b5-1 under
the Securities Exchange Act of 1934, as amended, and in accordance with
LivePerson's Insider Trading Policy. Among other things, the LivePerson Insider
Trading Policy allows an employee to implement a written trading plan provided
such person is not in possession of material non-public information about the
company at the time the plan is entered into, consistent with Rule 10b5-1. Mr.
LoCascio advised LivePerson that he established his written trading plan during
an "open window" under the company's Insider Trading Policy and that his plan
was implemented, in part, to avoid any inference that his future sales would be
made on the basis of material non-public information. According to Mr. LoCascio,
his plan provides for selling up to 500,000 shares (subject to, among other
things, the volume limitations imposed by applicable securities regulations), at
a minimum price of $2.05 per share.
Except as may be required by law, LivePerson does not undertake to
report written trading plans established by other company officers or directors,
nor to report modifications, terminations, transactions or other activities
under Mr. LoCascio's plan or the plan of any other officer or director.
Mr. LoCascio also advised the company that, prior to establishing his
written trading plan, he had recently sold 500,000 shares, which represented
approximately 7% of his total holding of LivePerson stock. Mr. LoCascio stated
that this sale was made in order to achieve diversification and liquidity in his
financial portfolio, and that it was his first sale of stock since LivePerson
went public in April 2000. Prior to his recent sale, LivePerson's most recent
proxy statement reported that Mr. LoCascio owned 6,681,963 shares of common
stock, as of April 1, 2003.
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)
June 10, 2003 /s/ TIMOTHY E. BIXBY
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Date Timothy E. Bixby
President, Chief Financial Officer and
Secretary