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) December 3, 2014

 

LIQUIDITY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-51813

 

52-2209244

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1920 L Street, N.W., 6th Floor, Washington, D.C.

 

20036

(Address of principal executive offices)

 

(Zip Code)

 

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 December 3, 2014, Liquidity Services, Inc. (the “Company”) and the Defense Logistics Agency Disposition Services (the “DLA Disposition Services”) entered into Supplemental Agreement 1 (the “Supplemental Agreement”) relating to its Surplus Usable Property Sales Contract (Mutual Agreement for Contract 08-0002-0001), effective as of January 17, 2014, between the Company and the Defense Reutilization and Marketing Service of the U.S. Department of Defense (the “Surplus Contract”), which was previously filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2014. A copy of the associated press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Pursuant to the Supplemental Agreement, which is effective as of December 3, 2014, the DLA Disposition Services exercised the remaining two one-month extension options under its Surplus Contract. Through the Supplemental Agreement, the current Surplus Contract’s performance period has been extended through February 13, 2015.  During this period, the U.S. Department of Defense will continue to use the Company as the primary sales channel for the disposition of surplus property.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits

 

The following exhibit is filed as part of this report:

 

10.1                                                      Supplemental Agreement No. 1 relating to Surplus Usable Property Sales Contract (Mutual Agreement for Contract 08-0002-0001) dated January 17, 2014 between Liquidity Services, Inc. and the Defense Reutilization and Marketing Service of the U.S. Department of Defense.

 

99.1                                                      Press Release, dated December 8, 2014, with respect to the Supplemental Agreement to the Surplus Contract.

 

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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.

 

 

LIQUIDITY SERVICES, INC.

 

(Registrant)

 

 

 

Date: December 8, 2014

By:

/s/ James E. Williams

 

Name:

James E. Williams

 

Title:

Vice President, General Counsel and Corporate Secretary

 

3



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

10.1

 

Supplemental Agreement No. 1 relating to Surplus Usable Property Sales Contract (Mutual Agreement for Contract 08-0002-0001) dated January 17, 2014 between Liquidity Services, Inc. and the Defense Reutilization and Marketing Service of the U.S. Department of Defense.

 

 

 

99.1

 

Press Release, dated December 8, 2014, with respect to the Supplemental Agreement to the Surplus Contract.

 

4


Exhibit 10.1

p.2 757-329-2418 Government Liquidation SALE OF GOVERNMENT PROPERTY AMENDMENT OF INVITATION FOR BIDS/MODIFICATION OF CONTRACT 1 . AIJIENDMENT TO INVITATION FOR BIDS NO.: 2. EFFECTIVE DATE 12/03/2014 (PAGE 1 OF2) PAGES SUPPLEMENTAL AGREEMENT NO.: 1 3. 1SSUED BY DLA Disposition Services National Sales Office 74 North Washington Street Battle Creek, Ml 49017-3092 4.NAME AND ADDRESS WHERE BIDS ARE RECEIVED (5. 0AMENDMENT OF INVITATIONFOR BIDS NO.(See Item 6) DATED ([8) MODFI ICATION OF CONTRACT NO. (See/tern B ) DATED 01/17/2014 6. THIS BLOCK APPLIES ONLY TO AMENDMENTS OF INVITATIONS FOR BIDS The above numbered invitation for bids is amended as set forth in Item 9. Bidders must acknowledge receipt of this amendment unless indicated otherwise in item 11 prior to the hour and date specified in the invitation for bids, or as amended. by one of the following methods: (a) By signing and returning copies of this amendment; (b) By acknowledging receipt of this amendment on each copy of the bid submitted; or (c) By separate letter or telegram which includes a reference to the invitation for bids and amendment number. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE ISSUING OFFICE PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR BID.If by virtue of this amendment you desire to change a bid already submitted, such change may be made by telegram or letter, provided such telegram or letter makes reference to the invitation for bids and this amendment, and is received prior to the opening hour and date specified. 7. ACCOUNTING AND APPROPRIATION DATA (If required) 8. THIS APPLIES ONLY TO MODIFICATION OF CONTRACTS This Supplemental Agreement Is entered Into pursuant to authority of 9. DESCRIPTION OF AMENDMENTIMODIFICAnoN (Except as provided below all terms and conditions of the document referenced in Item 5 remain in full force and effect) Whereas Contract 08-D002-0001 was entered into on January 17, 2014 by and between the United States of America, hereinafter referred to as the GOVERNMENT, and Liquidity Services, Incorporated, hereinafter referred to as the CONTRACTOR, and whereas the contract involved property as described in Invitation For Bid (IFB) 08-0001/08-0002: THE HOUR AND DATE FOR RECEIPT OF BIDS (LOCAL TIME} DATE D IS NOT EXTENDED, D (IS EXTENDED UNTIL) (O’CLOCKM) (10. BIDDER:PURCHASE NAME AND ADDRESS (Include ZIP Code) 11. 0 (BIDDER IS NOT REQURI ED TO SIGN THIS DOCUMENT) Liquidity Services, Incorporated 1920 L Street, NW.6th Floor Washington, DC 20036 PURCHASER IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ORIGINAL AND — 0 -COPIES TO THE ISSUING OFFICE BRUCE  GEAREY 14.DATE SIGNED (17. DATE SIGNED) Executive Vice President 12/0312014 (REBECCA BELLINGER) (12103/2014) AUTHORIZED FOR LOCAL REPRODUCTION Previous edion is usableSTANDARD FORM 1140 (REV.1-94) Prescribby GSA FPMR (41 CFR) 101-45.3,

 


p.2757-329-2418 Government Liquidation CONTRACT NUMBER 08-0002-0001Supplemental Agreement 1Page 2WHEREAS, 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.\VHEREAS, Contract 08-0002-0001, states, “Performance period for this contract is 10 months from the contract performance date. Two one-month additjonal options may be offered by the Government. Contract performance begins on February 14, 2014.”NOW THEREFORE, it is mutually agreed between the Government and the Contractor hereto that the following changes are in effect:Contract 08-0002-0001 is changed based on Government requirements. DLA Disposition Services has determined it is in the best interest of the Govenunent to extend the two one-month additional options extending the contract performance period for contract 08-0002-0001 to February 13,2015. All other terms and conditions of contract 08-0002-0001 remain the same.!/I/11////II/I////I/I/IIIIIIIIII!IIJNOTHING FOLLOWS/////////////1/////////////////////////---· -·-·--- . ... .

 

 

Exhibit 99.1

 

Liquidity Services Receives Two-Month Contract Extension

for U.S. Department of Defense Surplus Property Sales

 

WASHINGTON - December 08, 2014 — Liquidity Services, Inc. (NASDAQ: LQDT), a global solution provider in the reverse supply chain with the world’s largest marketplace for business surplus, today announced that the Defense Logistics Agency (DLA) has exercised the remaining two one-month extension options under its Surplus sales contract (Surplus Contract) for the disposition of usable surplus property from the U.S. Department of Defense. Through this unilateral contract amendment, the current Surplus Contract’s performance period has been extended through February 13, 2015.  During this period, the U.S. Department of Defense (DoD) will continue to use Liquidity Services as the primary sales channel for the disposition of surplus property.

 

Under the Surplus Contract, Liquidity Services manages the receipt, storage, marketing, and disposition of all usable surplus personal property generated by DoD installations throughout the United States. Assets are offered for sale through Liquidity Services’ online auction marketplace, www.GovLiquidation.com, to a global buyer base.

 

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 $5.2 billion of surplus assets in over 500 product categories, including consumer goods, capital assets, and industrial equipment. The Company is headquartered in Washington, D.C. with global locations across the Americas, Europe, and Asia. Additional information can be found at: http://www.liquidityservices.com.

 

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Media Contact

Melissa Gieringer

Public Relations Manager

480-596-4496

melissa.gieringer@liquidityservices.com

 

Investor Contact

Julie Davis

Senior Director, Investor Relations

202.558.6234

julie.davis@liquidityservices.com