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) February 14, 2002
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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 File Number) (IRS Employer
of incorporation) 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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330 West 34th Street, 10th Floor, New York, New York 10001
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
LivePerson, Inc. ("LivePerson") received a letter, dated February
14, 2002, from The Nasdaq Stock Market, Inc., notifying LivePerson that
during the preceding 30 consecutive trading days, the bid price of
LivePerson's common stock had closed below the minimum bid price of $1.00 per
share as required by the Nasdaq National Market under Nasdaq Marketplace Rule
4450(a)(5) (the "Rule"). The letter stated that LivePerson has until May 15,
2002 to demonstrate compliance with the Rule and that, if LivePerson is not
in compliance by that date, Nasdaq will notify LivePerson that its securities
will be delisted from the Nasdaq National Market. If such event occurs,
LivePerson may appeal the decision to a Nasdaq Listing Qualifications Panel.
The letter also stated that LivePerson could apply to transfer the
listing of its common stock to the Nasdaq SmallCap Market. To transfer,
LivePerson would be required to satisfy the continued listing requirements
for the Nasdaq SmallCap Market, which makes available an extended grace
period for the minimum $1.00 per share bid price requirement. If LivePerson
submits a transfer application to Nasdaq and pays the applicable listing fees
to Nasdaq by May 15, 2002, initiation of delisting proceedings will be stayed
pending the Nasdaq staff's review of the transfer application. If the
transfer application is approved, LivePerson will be afforded the 180
calendar day grace period available to companies listed on the Nasdaq
SmallCap Market, which commences with the February 14, 2002 letter, or until
August 13, 2002. LivePerson may also be eligible for an additional 180
calendar day grace period provided that it meets the initial listing
requirements for the Nasdaq SmallCap Market under Nasdaq Marketplace Rule
4310(c)(2)(A). This rule states that "[f]or initial inclusion, the issuer
shall have (i) stockholders' equity of $5 million; (ii) market capitalization
of $50 million...; or (iii) net income of $750,000 (excluding extraordinary
or non-recurring items) in the most recently completed fiscal year or in two
of the three most recently completed fiscal years."
The letter also stated that if LivePerson were to transfer the
listing for its common stock to the Nasdaq SmallCap Market, LivePerson may be
eligible to transfer the listing for its common stock back to the Nasdaq
National Market, without paying initial listing fees, if by February 10,
2003, the bid price for LivePerson's common stock maintains the $1.00 per
share requirement for 30 consecutive trading days and LivePerson maintains
compliance with all other continued listing requirements for that market.
If LivePerson applied to transfer the listing of its common stock to
the Nasdaq SmallCap Market and the Nasdaq staff does not approve such
application, Nasdaq would at that time notify LivePerson that its securities
will be delisted from the Nasdaq National Market. If such event occurs,
LivePerson may appeal the decision to a Nasdaq Listing Qualifications Panel.
If a delisting from the Nasdaq National Market were to occur, shares
of LivePerson's common stock could trade on the Nasdaq SmallCap Market as
discussed above, or in the over-the-counter market in the so-called "pink
sheets" maintained by Pink Sheets LLC or on the National Association of
Securities Dealers' OTC Bulletin Board, which was established for securities
that do not meet the Nasdaq listing requirements. Such alternative trading
markets are generally considered less efficient than the Nasdaq National
Market. Consequently, selling LivePerson's common stock would be more
difficult because smaller quantities of shares would likely be bought and
sold, transactions could be delayed, and securities analysts' and news media
coverage of LivePerson may be reduced. These factors could result in lower
prices and larger spreads in the bid and ask prices for shares of common
stock.
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)
February 19, 2002 /s/ TIMOTHY E. BIXBY
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Date Timothy E. Bixby
President, Chief Financial Officer and Secretary