UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2003 Commission File No.: 0-25581
priceline.com Incorporated
(Exact name of Registrant as specified in its charter)
Delaware |
| 06-1528493 |
(State or other Jurisdiction of Incorporation or |
| (I.R.S. Employer |
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800 Connecticut Avenue |
| 06854 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (203) 299-8000
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.008 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o
The aggregate market value of common stock held by non-affiliates of priceline.com as of June 30, 2003 was approximately $469 million based upon the closing price reported for such date on the Nasdaq National Market. For purposes of this disclosure, shares of common stock held by persons who are known by priceline.com to own more than 5% of the outstanding shares of common stock on June 30, 2003 and shares held by executive officers and directors of priceline.com on June 30, 2003 have been excluded because such persons may be deemed to be affiliates of priceline.com. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of priceline.com’s common stock was 37,690,111 as of March 10, 2004.
None.
This amendment to priceline.com Incorporated’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed by priceline.com on March 15, 2004, is being filed for the purpose of amending the information required by Part IV, Item 15 of Form 10-K.
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(c) Exhibits
Exhibit |
| Description |
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10.82 |
| Priceline Mortgage Company, L.L.C. Financial Statements for the Years ended December 31, 2003 and 2002 and Independent Auditors’ Report |
23.1 |
| Consent of Deloitte & Touche LLP |
31.1 |
| Certificate of Jeffery H. Boyd, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
| Certificate of Robert J. Mylod, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 |
| Certification of Jeffery H. Boyd, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). |
32.2 |
| Certification of Robert J. Mylod, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| PRICELINE.COM INCORPORATED | |||
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| By: | /s/ Jeffery H. Boyd |
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| Name: | Jeffery H. Boyd | |
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| Title: | Chief Executive Officer | |
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| Date: | March 30, 2004 | |
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffery H. Boyd, Robert J. Mylod Jr. and Peter J. Millones, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities and Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with this Amendment to Annual Report on Form 10-K/A and any and all amendments hereto, as fully and for all intents and purposes as he or she might do or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
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| Chairman | March 30, 2004 | |||
Richard S. Braddock | and Director |
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/s/ Jeffery H. Boyd |
| President, Chief Executive Officer and | March 30, 2004 | |||
Jeffery H. Boyd | Director (Principal Executive Officer) |
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/s/ Thomas P. D’Angelo |
| Chief Accounting Officer and Controller | March 30, 2004 | |||
Thomas P. D’Angelo | (Principal Accounting Officer) |
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Signature |
| Title |
| Date |
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/s/ Robert J. Mylod Jr. |
| Chief Financial Officer | March 30, 2004 | |||
Robert J. Mylod Jr. | (Principal Financial Officer) |
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/s/ Ralph M. Bahna |
| Director | March 30, 2004 | |||
Ralph M. Bahna |
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/s/ Howard W. Barker, Jr. |
| Director | March 30, 2004 | |||
Howard W. Barker, Jr. |
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/s/ Jeffrey E. Epstein |
| Director | March 30, 2004 | |||
Jeffrey E. Epstein |
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/s/ Patricia L. Francy |
| Director | March 30, 2004 | |||
Patricia L. Francy |
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/s/ James M. Guyette |
| Director | March 30, 2004 | |||
James M. Guyette |
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| Director | March 30, 2004 | |||
Edmond Tak Cheun Ip |
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/s/ Dominic Kai Ming Lai |
| Director | March 30, 2004 | |||
Dominic Kai Ming Lai |
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/s/ Marshall Loeb |
| Director | March 30, 2004 | |||
Marshall Loeb |
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/s/ Nancy B. Peretsman |
| Director | March 30, 2004 | |||
Nancy B. Peretsman |
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/s/ Ian F. Wade |
| Director | March 30, 2004 | |||
Ian F. Wade |
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