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 4, 2006
priceline.com Incorporated
(Exact name of registrant as specified in its charter)
Delaware | | 0-25581 | | 06-1528493 |
(State or other Jurisdiction
of Incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
800 Connecticut Avenue, Norwalk, Connecticut | | 06854 |
(Address of principal office) | | (zip code) |
N/A
(Former name or former address, if changed since last report)
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Dominic Lai and Ian Wade notified priceline.com Incorporated, a Delaware corporation (“priceline.com”), that they intend to resign from priceline.com’s Board of Directors on December 7, 2006, upon the closing of the sale of priceline.com common stock by Hutchison Whampoa Limited and Cheung Kong (Holdings) Limited, as described in Item 8.01, below.
Item 8.01. Other Events
On December 4, 2006, priceline.com announced that its two largest stockholders, Hutchison Whampoa Limited and Cheung Kong (Holdings) Limited, sold shares of priceline.com common stock in an underwritten offering. A copy of priceline.com’s press release announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 | | Press release announcing sale of priceline.com common stock by Hutchison Whampoa Limited and Cheung Kong (Holdings) Limited |
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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.
| PRICELINE.COM INCORPORATED |
| | |
| By: | /s/ Jeffery H. Boyd |
| | Name: Jeffery H. Boyd |
| | Title: President and Chief Executive Officer |
Date: December 4, 2006
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EXHIBIT INDEX
Exhibit No. | | Description |
| | |
99.1 | | Press release announcing sale of priceline.com common stock by Hutchison Whampoa Limited and Cheung Kong (Holdings) Limited |
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