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) September 26, 2003
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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, 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 and Required FD Disclosure.
LivePerson, Inc. director Richard L. Fields, together with Allen & Company
Incorporated, advised LivePerson that they had jointly entered into a written
plan for selling 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. Mr. Fields is a Managing Director of
Allen & Company LLC, an affiliate of Allen & Company Incorporated. The plan
applies to shares owned by Mr. Fields and by Allen & Company Incorporated for
itself and as nominee for certain other shareholders. Among other things, the
LivePerson Insider Trading Policy allows a director to implement a written
trading plan provided such person is not in possession of material non-public
information about LivePerson at the time the plan is entered into, consistent
with Rule 10b5-1. Mr. Fields and Allen & Company advised LivePerson that their
written trading plan was established during an "open window" under the
LivePerson Insider Trading Policy and that their plan was implemented, in part,
to avoid any inference that future sales would be made on the basis of material
non-public information. According to Mr. Fields and Allen & Company, their plan
provides for selling up to an aggregate of 750,000 shares at a price of $3.50
per share or greater and in blocks of at least 50,000 shares. They have advised
that the plan expires at the end of the current "blackout" period applicable to
LivePerson directors under the LivePerson Insider Trading Policy.
Except as may be required by law, LivePerson does not undertake to report
written trading plans established by other LivePerson officers or directors, nor
to report modifications, terminations, transactions or other activities under
the Fields/Allen & Company plan or the plan of any other officer or director.
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)
September 26, 2003 /s/ TIMOTHY E. BIXBY
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Date Timothy E. Bixby
President, Chief Financial Officer and
Secretary