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)  January 17, 2014

LIQUIDITY SERVICES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s 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 1.01.  Entry into a Material Definitive Agreement.

On January 17, 2014, the Defense Logistics Agency Disposition Services (“DLA”) notified Liquidity Services, Inc. (the “Company”) that the Company has been awarded a follow-on contract (“Follow-On Contract”) to its current Surplus Usable Property Sales Contract (Sales Contract Number 08-0001-0001), as amended (the “Surplus Contract”) between the Company and the DLA.  The Follow-On Contract extends the terms of its current Surplus Contract for the disposition of usable surplus property from the U.S. Department of Defense.  Under the Follow-On Contract, which commences February 14, 2014, the Company’s performance period has been extended by a base term of 10 months with two one-month additional option periods exercisable by the DLA.  All other terms, including pricing, remain consistent with the prior Surplus Contract.

The Follow-On Contract was issued through the modification of its current Surplus Agreement by Supplemental Agreement 8 (the “Modification”) dated January 17, 2014 between the DLA and the Company.  The Modification permitted the DLA to award the Follow-On Contract.  The DLA notified the Company later on January 17, 2014 that it was awarding the Follow-on Contract authorized under the Modification.

A copy of the associated press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

The following exhibit is filed as part of this report:

2

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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Exhibit Index

4

Exhibit 10.1

SALE OF GOVERNMENT PROPERTY

AMENDMENT OF INVITATION FOR BIDS/MODIFICATION OF CONTRACT

1

CONTRACT NUMBER 08-0001-0001

Supplemental Agreement 8

WHEREAS, certain DLA Disposition Services assets that have been determined no longer needed by the Government may result in a sales transaction that is conducted by the DLA Disposition Services Sales Office; and

WHEREAS, the Government’s requirements include inventory screening, inventory controls, resale purchaser screening, inventory removal, and other requirements that the sales contractor must perform as a condition of the sale of these assets; and

WHEREAS, the Government is currently restructuring a new solicitation to best address the needs of the Government as it relates to the sale of Assets.

WHEREAS, ARTICLE FOUR:  Contract Performance, Section 5, Cessation of Property Referrals states:   There shall be no further referrals of property by DRMS to Contractor from the wind-down commencement date forward.  Submission of monthly, quarterly and annual reports shall continue as before the wind-down commencement date until the wind-down is completed.

NOW THEREFORE, it is in the best interest of the Government and mutually agreed between the Government and the Contractor that the following changes are in effect:

Contract 08-0001-0001, Article Four, Section 5, Cessation of Property Referral is changed to read: Except for such property that was in the Contractor’s possession prior to the commencement of the wind-down period, but was not yet referred to Contractor on a Delivery Order prior to the commencement date of the wind-down, there shall be no further referrals of property under Sales Contract No. 08-0001-0001 by DLA Disposition Services to Contractor from the wind-down commencement date forward.   The wind-down period shall extend simultaneously with the period of the follow-on sole source contract, Sales Contract No. 08-0002-0001, (“Follow-on Contract”), subject to all early termination provisions.  The Follow-on Contract is scheduled with the Contractor for a ten month period, to include two one-month additional options, which may be exercised at the sole discretion of DLA Disposition Services.  Wind-down period is not to exceed nine months. Submission of monthly, quarterly and annual reports shall continue as before the wind-down commencement date until the wind-down is completed.

/////////////////////////////////////NOTHING FOLLOWS///////////////////////////////////////

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Exhibit 10.2

CONTRACT NUMBER 08-0001-0002

Attachment to NOTICE OF AWARD, STATEMENT, AND RELEASE DOCUMENT

Description of the property is as identified in IFB 08-0002.  This contract includes final IFB 08-0002, Supplemental Agreements 1 - 8, and the entire technical proposal submitted in support of RFTP 08-0001.  All Terms and Conditions of contract 08-0001-0001 awarded on July 31, 2008 (to include supplemental agreements 1 through 8) remain the same except for the deletion of the following:

ARTICLE FOUR, Section 1, Performance Period

ARTICLE FOUR, Section 2, Phase-In Period

ARTICLE SIX, Section 1, Product Pool, “The government guarantees to issue the Contractor the lesser of 124,000 line items of property annually or issue to the Contractor property with an annual acquisition value of $570,000,000 under this contract.”

Performance period for this contract is 10 months from the contract performance date.  Two one-month additional options may be offered by the Government.   Contract performance begins on February 14, 2014.

Bid percentages are as follows:

1

Exhibit 99.1

Liquidity Services, Inc. Receives Follow-On Contract

for the Sale of U.S. Defense Department Surplus Property

WASHINGTON—January 20, 2014 — Liquidity Services, Inc. (NASDAQ:LQDT), a global solutions provider in the reverse supply chain with leading online marketplaces for surplus assets, today announced that it has been awarded a follow-on contract by the Defense Logistics Agency (DLA) to extend the terms of its current Surplus Contract for the disposition of usable surplus property from the U.S. Department of Defense.  Under the follow-on contract, which commences February 14, 2014, Liquidity Services’ performance period has been extended by a base term of 10 months with two one-month additional option periods.  All other terms, including pricing, will remain consistent with the prior Surplus Contract.

The principal terms of the follow-on Surplus Contract agreement are described in a Form 8-K to be filed with the SEC on Tuesday, January 21, 2014.

Liquidity Services does not believe the follow-on Surplus Contract will have a material effect on its fiscal year 2014 results.

About Liquidity Services, Inc.

Liquidity Services, Inc. (NASDAQ: LQDT) provides leading corporations, public sector agencies, and buying customers the world’s most transparent, innovative, and effective online marketplaces and integrated services for surplus assets. On behalf of its clients, Liquidity Services has completed the sale of over $4.3 billion of surplus, returned, and end-of-life assets in over 500 product categories, including consumer goods, capital assets, and industrial equipment. The company is based in Washington, D.C. and has approximately 1,300 employees. Additional information can be found at: http://www.liquidityservices.com.

FORWARD LOOKING STATEMENTS

This document contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements include, but are not limited to, statements regarding the Company’s business outlook and expected future effective tax rates. You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continues” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this document. Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements are set forth in our filings with the SEC from time to time, and include, among others, our dependence on our contracts with the DoD and Wal-Mart for a significant portion of our revenue and profitability; our ability to successfully expand the supply of merchandise available for sale on our online marketplaces; our ability to attract and retain active professional buyers to purchase this merchandise; the timing and

success of upgrades to our technology infrastructure; our ability to successfully complete the integration of any acquired companies, including NESA, Go-Industry, Jacobs Trading and Truckcenter.com, into our existing operations and our ability to realize any anticipated benefits of these or other acquisitions; and our ability to recognize any expected tax benefits as a result of closing our U.K. retail consumer goods operations. There may be other factors of which we are currently unaware or deem immaterial that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this document and are expressly qualified in their entirety by the cautionary statements included in this document. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances occurring after the date of this document or to reflect the occurrence of unanticipated events.

CONTACT

Julie Davis

Sr. Director Investor Relations & Corporate Communications

202.558.6234

julie.davis@liquidityservices.com