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) March 17, 2010
LIQUIDITY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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0-51813 |
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52-2209244 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
1920 L Street, N.W., 6th Floor, Washington, D.C. |
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20036 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (202) 467-6868
N/A
(Former name or former address, if changed since last report)
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 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))
Item 8.01. Other Events.
As of March 17, 2010, William P. Angrick, III, our Chairman and Chief Executive Officer, has entered into a written sales plan pursuant to the guidance specified by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. In addition, Jaime Mateus-Tique, a member of our Board of Directors, has amended an existing sales plan, previously adopted as announced in a Current Report on Form 8-K, dated December 18, 2006, and previously amended, as announced in a Current Report on Form 8-K, dated December 18, 2009. Each sales plan is designed to provide enhanced asset diversification and liquidity and is a component of each individuals overall tax and financial planning strategy.
Under each individuals sales plan, a broker-dealer is authorized to sell up to a specified number of shares of the Companys common stock, par value $0.001 per share (the Shares), pursuant to the terms and conditions of such individuals sales plan, including minimum sale price thresholds, unless the plan is terminated earlier pursuant to its terms.
Mr. Angricks sales plan calls for the sale of up to 1,000,000 Shares or approximately 13.5% of the Shares he beneficially owns (excluding options exercisable within 60 days). If the sale of all of the Shares proposed to be sold under his plan is completed, Mr. Angrick would continue to beneficially own approximately 6.4 million Shares (excluding options exercisable within 60 days). Under Mr. Angricks plan, the maximum number of Shares that may be sold in a single trading day is 10,000 Shares. The sales plan previously entered into by Mr. Angrick, as announced in a Current Report on Form 8-K, dated July 10, 2009, has been terminated following the sale of all shares to be sold under that plan.
The amendment to Mr. Mateus-Tiques sales plan adds an additional 450,000 Shares or approximately 17% of the Shares he beneficially owns (excluding options exercisable within 60 days) to the sales plan. Under Mr. Mateus-Tiques plan, the maximum number of Shares that may be sold in a single trading day is 14,000 Shares. If the sale of all of the Shares proposed to be sold under his sales plan is completed, Mr. Mateus-Tique would continue to beneficially own approximately 1.6 million Shares (excluding options exercisable within 60 days). This Share amount does not reflect sales that may occur under a sales plan previously entered into by Mr. Mateus-Tique, as announced in a Current Report on Form 8-K, dated September 12, 2007, which sales plan remains in effect, or otherwise. Under both of Mr. Mateus-Tiques sales plans, the maximum aggregate number of Shares that may be sold in a single trading day is 25,000 Shares.
Each plan has been approved pursuant to the terms of the Companys policies. All sales under these sales plans will be disclosed publicly as required through Form 144 and Form 4 filings with the Securities and Exchange Commission.
Other Company executives and directors may from time to time adopt 10b5-1 plans.
SIGNATURES
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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LIQUIDITY SERVICES, INC. |
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(Registrant) |
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Date: March 17, 2010 |
By: |
/s/ James E. Williams |
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Name: James E. Williams |
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Title: Vice President, General Counsel and Corporate Secretary |