content: <PAGE>
  
                        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):
                                   May 16, 2001
  
  
                                  LIVEWORLD, INC.
                                  ______________
              (Exact name of registrant as specified in its charter)
  
  
           Delaware                   333-77455                   77-0426524
  ----------------------------       ----------                --------------
  (State or other jurisdiction       (Commission                 (IRS Employer
       of incorporation)             File Number)              Identification No.)
  
                             1919 South Bascom Avenue
                                   Campbell, CA
                                      95008
  
                     (Address of Principal Executive Offices)
                                    (Zip Code)
  
        Registrant's telephone number, including area code: (408) 871-5200
  
  
                                  Talk City, Inc.
          --------------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  --------------------------------------------------------------------------------
  <PAGE>
  
  ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS
  
       On May 16, 2001, LiveWorld, Inc., a Delaware corporation (the "Registrant")
  completed the sale of its consumer business unit and associated web site,
  www.talkcity.com (collectively, the "Consumer Network"), to a wholly-owned
  subsidiary of myESP.com Corporation ("myESP"), pursuant to a Purchase Agreement,
  dated May 16, 2001, by and between the Registrant and myESP (the "Purchase
  Agreement"). The sale of the Consumer Network was completed by means of an asset
  sale. As part of the transaction, the Registrant and myESP also signed a Web
  Site Services and Maintenance Agreement, dated May 16, 2001 (the "Services
  Agreement"), by which the Registrant will operate the Consumer Network for the
  next year.
  
       Under the terms of the Purchase Agreement, myESP will pay the Registrant
  $1,600,000 for the Consumer Network, subject to the Registrant meeting certain
  earn-out criteria defined in the Purchase Agreement. Under the terms of the
  Services Agreement, myESP will pay the Registrant a total of $900,000 per year
  (to be paid in equal monthly installments of $75,000 prior to the beginning of
  each month) to operate the Talk City Network. This consideration was determined
  by arms-length negotiations.
  
       The foregoing description of the Purchase Agreement and the Services
  Agreement does not purport to be complete and is qualified by reference to the
  full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1,
  and the Services Agreement, which is attached hereto as Exhibit 2.2, both of
  which are incorporated by reference.
  
       The information that is set forth in the Registrant's Press Release dated
  May 21, 2001, attached hereto as Exhibit 99.1, is incorporated herein by
  reference.
  
  ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS
  
       (b)   Pro forma financial information.
  
       The financial statements required by this item will be filed by amendment
  not later than 60 days after the date hereof.
  
       (c)   Exhibits.
  
       2.1   Purchase Agreement, dated as of May 16, 2001, by and between myESP
             Acquisition Corporation, a Delaware corporation, and LiveWorld, Inc.,
             a Delaware corporation.
  
       2.2   Web Site Services and Maintenance Agreement, dated as of May 16,
             2001, by and between LiveWorld, Inc., a Delaware corporation and
             myESP Acquisition Corporation, a Delaware corporation.
  
       99.1  Text of Press Release, dated as of May 21, 2001, "LiveWorld Signs
             $900,000 per Year Revenue Deal and Sells Its TalkCity.com Consumer
             Business."
  <PAGE>
  
                                    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.
  
  
                                          TALK CITY, INC.
  
  
  Date:  May 31, 2001              By:    /s/  Peter H. Friedman
                                         -----------------------------------
                                         Peter H. Friedman
                                         Chairman and Chief Executive Officer
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  Exhibit Number    Description
  --------------    -----------
  
       2.1          Purchase Agreement, dated as of May 16, 2001, by and between
                    myESP Acquisition Corporation, a Delaware corporation, and
                    LiveWorld, Inc., a Delaware corporation.
  
       2.2          Web Site Services and Maintenance Agreement, dated as of May
                    16, 2001, by and between LiveWorld, Inc., a Delaware
                    corporation and myESP Acquisition Corporation, a Delaware
                    corporation.
  
       99.1         Text of Press Release, dated as of May 21, 2001, "LiveWorld
                    Signs $900,000 per Year Revenue Deal and Sells Its
                    TalkCity.com Consumer Business."
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "d8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5442}]
metadata_filer: {"company-data": {"conformed-name": "LIVEWORLD INC", "cik": "0001080088", "assigned-sic": "7389", "irs-number": "770426524", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26657", "film-number": "1651762"}, "business-address": {"street1": "1919 SOUTH BASCOM AVENUE", "street2": "STE 304", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088715200"}, "mail-address": {"street1": "1919 SOUTH BASCOM AVENUE", "city": "CAMPBELL", "state": "CA", "zip": "95008"}, "former-company": {"former-conformed-name": "TALK CITY INC", "date-changed": "19990218"}}
text: 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):
                                   May 16, 2001
  
                                  LIVEWORLD, INC.
                                  ______________
              (Exact name of registrant as specified in its charter)
  
           Delaware                   333-77455                   77-0426524
  ----------------------------       ----------                --------------
  (State or other jurisdiction       (Commission                 (IRS Employer
       of incorporation)             File Number)              Identification No.)
  
                             1919 South Bascom Avenue
                                   Campbell, CA
                                      95008
  
                     (Address of Principal Executive Offices)
                                    (Zip Code)
  
        Registrant's telephone number, including area code: (408) 871-5200
  
                                  Talk City, Inc.
          --------------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  --------------------------------------------------------------------------------
  ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS
  
       On May 16, 2001, LiveWorld, Inc., a Delaware corporation (the "Registrant")
  completed the sale of its consumer business unit and associated web site,
  www.talkcity.com (collectively, the "Consumer Network"), to a wholly-owned
  subsidiary of myESP.com Corporation ("myESP"), pursuant to a Purchase Agreement,
  dated May 16, 2001, by and between the Registrant and myESP (the "Purchase
  Agreement"). The sale of the Consumer Network was completed by means of an asset
  sale. As part of the transaction, the Registrant and myESP also signed a Web
  Site Services and Maintenance Agreement, dated May 16, 2001 (the "Services
  Agreement"), by which the Registrant will operate the Consumer Network for the
  next year.
  
       Under the terms of the Purchase Agreement, myESP will pay the Registrant
  $1,600,000 for the Consumer Network, subject to the Registrant meeting certain
  earn-out criteria defined in the Purchase Agreement. Under the terms of the
  Services Agreement, myESP will pay the Registrant a total of $900,000 per year
  (to be paid in equal monthly installments of $75,000 prior to the beginning of
  each month) to operate the Talk City Network. This consideration was determined
  by arms-length negotiations.
  
       The foregoing description of the Purchase Agreement and the Services
  Agreement does not purport to be complete and is qualified by reference to the
  full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1,
  and the Services Agreement, which is attached hereto as Exhibit 2.2, both of
  which are incorporated by reference.
  
       The information that is set forth in the Registrant's Press Release dated
  May 21, 2001, attached hereto as Exhibit 99.1, is incorporated herein by
  reference.
  
  ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS
  
       (b)   Pro forma financial information.
  
       The financial statements required by this item will be filed by amendment
  not later than 60 days after the date hereof.
  
       (c)   Exhibits.
  
       2.1   Purchase Agreement, dated as of May 16, 2001, by and between myESP
             Acquisition Corporation, a Delaware corporation, and LiveWorld, Inc.,
             a Delaware corporation.
  
       2.2   Web Site Services and Maintenance Agreement, dated as of May 16,
             2001, by and between LiveWorld, Inc., a Delaware corporation and
             myESP Acquisition Corporation, a Delaware corporation.
  
       99.1  Text of Press Release, dated as of May 21, 2001, "LiveWorld Signs
             $900,000 per Year Revenue Deal and Sells Its TalkCity.com Consumer
             Business."
  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.
  
                                          TALK CITY, INC.
  
  Date:  May 31, 2001              By:    /s/  Peter H. Friedman
                                         -----------------------------------
                                         Peter H. Friedman
                                         Chairman and Chief Executive Officer
  EXHIBIT INDEX
  
  Exhibit Number    Description
  --------------    -----------
  
       2.1          Purchase Agreement, dated as of May 16, 2001, by and between
                    myESP Acquisition Corporation, a Delaware corporation, and
                    LiveWorld, Inc., a Delaware corporation.
  
       2.2          Web Site Services and Maintenance Agreement, dated as of May
                    16, 2001, by and between LiveWorld, Inc., a Delaware
                    corporation and myESP Acquisition Corporation, a Delaware
                    corporation.
  
       99.1         Text of Press Release, dated as of May 21, 2001, "LiveWorld
                    Signs $900,000 per Year Revenue Deal and Sells Its
                    TalkCity.com Consumer Business."