Delaware
|
0-30141
|
13-3861628
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
462
Seventh Avenue, New York, New York
|
10018
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(212) 609-4200
|
_____________________
(Former
name or former address, if changed since last
report)
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
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))
|
· |
unaudited
consolidated balance sheets as of June 30, 2006 and 2005, and unaudited
consolidated statements of operations, changes in stockholders’ equity and
cash flows for the six months ended June 30, 2006 and 2005;
and
|
· |
audited
balance sheets as of December 31, 2005 and 2004, and audited statements
of
operations, changes in stockholders’ equity and cash flows for the years
ended December 31, 2005 and 2004.
|
2.1
|
Agreement
and Plan of Merger, dated as of June 22, 2006, among LivePerson,
Inc.,
Soho Acquisition Corp., Proficient Systems, Inc. and Gregg Freishtat
as
Shareholders’ Representative (incorporated by reference to the
identically-numbered exhibit to the Current Report on Form 8-K filed
by
LivePerson on June 22, 2006)
|
23.1
|
Consent
of Independent Public Accountants
|
99.1
|
Press
release issued July 19, 2006 (incorporated by reference to the
identically-numbered exhibit to the Current Report on Form 8-K filed
by
LivePerson on July 24, 2006)
|
99.2
|
Financial
Statements of Proficient Systems, Inc.:
|
Independent
Accountants’ Review Report
Consolidated
Balance Sheets as of June 30, 2006 and 2005 (unaudited)
Consolidated
Statements of Operations for the six months ended June 30, 2006 and
2005
(unaudited)
Consolidated
Statements of Changes in Stockholders’ Equity for the six months ended
June 30, 2006 and 2005 (unaudited)
Consolidated
Statements of Cash Flows for the six months ended June 30, 2006 and
2005
(unaudited)
Notes
to Consolidated Financial Statements (unaudited)
Independent
Auditors’ Report
Balance
Sheets as of December 31, 2005 and 2004
Statements
of Operations for the years ended December 31, 2005 and 2004
Statements
of Changes in Stockholders’ Equity for the years ended December 31, 2005
and 2004
Statements
of Cash Flows for the years ended December 31, 2005 and 2004
Notes
to Financial Statements
|
99.3
|
Pro
Forma Financial information as of and for the six months ended June
30,
2006 and for the year ended December 31,
2005
|
LIVEPERSON,
INC.
(Registrant)
|
Date: September
20, 2006
|
By:
|
/s/
TIMOTHY E. BIXBY
|
Timothy
E. Bixby
|
||
President,
Chief Financial Officer and
Secretary
|
2.1
|
Agreement
and Plan of Merger, dated as of June 22, 2006, among LivePerson,
Inc.,
Soho Acquisition Corp., Proficient Systems, Inc. and Gregg Freishtat
as
Shareholders’ Representative (incorporated by reference to the
identically-numbered exhibit to the Current Report on Form 8-K filed
by
LivePerson on June 22, 2006)
|
23.1
|
Consent
of Independent Public Accountants
|
99.1
|
Press
release issued July 19, 2006 (incorporated by reference to the
identically-numbered exhibit to the Current Report on Form 8-K filed
by
LivePerson on July 24, 2006)
|
99.2
|
Financial Statements of Proficient Systems, Inc.: |
|
Independent
Accountants’ Review Report
Consolidated
Balance Sheets as of June 30, 2006 and 2005 (unaudited)
Consolidated
Statements of Operations for the six months ended June 30, 2006 and
2005
(unaudited)
Consolidated
Statements of Changes in Stockholders’ Equity for the six months ended
June 30, 2006 and 2005 (unaudited)
Consolidated
Statements of Cash Flows for the six months ended June 30, 2006 and
2005
(unaudited)
Notes
to Consolidated Financial Statements (unaudited)
Independent
Auditors’ Report
Balance
Sheets as of December 31, 2005 and 2004
Statements
of Operations for the years ended December 31, 2005 and 2004
Statements
of Changes in Stockholders’ Equity for the years ended December 31, 2005
and 2004
Statements
of Cash Flows for the years ended December 31, 2005 and 2004
Notes
to Financial Statements
|
99.3
|
Pro
Forma Financial information as of and for the six months ended June
30,
2006 and for the year ended December 31,
2005
|