UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
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) |
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Registrant’s telephone number, including area code: (203) 299-8000 | ||
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Securities Registered Pursuant to Section 12(b) of the Act: | ||
None | ||
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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, 2004 was approximately $636 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, 2004 and shares held by executive officers and directors of priceline.com on June 30, 2004 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 38,788,415 as of September 21, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This second 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.
Index
PART IV
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2
Part IV
Item 15. Exhibits
(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 |
| Consents 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: | September 24, 2004 |
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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| Date |
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| Chairman Director |
| September 24, 2004 |
Ralph M. Bahna |
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/s/ Jeffery H. Boyd |
| President, Chief Executive Officer and |
| September 24, 2004 |
Jeffery H. Boyd |
| Director (Principal Executive Officer) |
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/s/ Thomas P. D’Angelo |
| Chief Accounting Officer and Controller |
| September 24, 2004 |
Thomas P. D’Angelo |
| (Principal Accounting Officer) |
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/s/ Robert J. Mylod Jr. |
| Chief Financial Officer |
| September 24, 2004 |
Robert J. Mylod Jr. |
| (Principal Financial Officer) |
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* |
| Director |
| September 24, 2004 |
Howard W. Barker, Jr. |
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| Director |
| September 24, 2004 |
Jeffrey E. Epstein |
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* |
| Director |
| September 24, 2004 |
Patricia L. Francy |
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* |
| Director |
| September 24, 2004 |
James M. Guyette |
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* |
| Director |
| September 24, 2004 |
Edmond Tak Cheun Ip |
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* |
| Director |
| September 24, 2004 |
Dominic Kai Ming Lai |
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* |
| Director |
| September 24, 2004 |
Marshall Loeb |
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* |
| Director |
| September 24, 2004 |
Nancy B. Peretsman |
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* |
| Director |
| September 24, 2004 |
Ian F. Wade |
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| Director |
| September 24, 2004 |
James M. Guyette |
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* | /s/ JEFFERY H. BOYD |
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| Name: Jeffery H. Boyd | |
| Title: Attorney-in-fact | |
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