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) February 6, 2001
priceline.com Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 0-25581 06-1528493
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(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
800 Connecticut Avenue, Norwalk, Connecticut 06854
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(Address of principal office) (zip code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On February 8, 2001, priceline.com announced that Delta Air Lines, Inc.
had agreed to exchange 6.0 million shares of priceline.com Series A Convertible
Redeemable PIK Preferred Stock (the "SERIES A PREFERRED STOCK") held by Delta
for 80,000 shares of a new priceline.com preferred stock and warrants to
purchase approximately 26.9 million shares of pricline.com common stock at an
exercise price of $2.97 per share, the closing price of priceline.com's common
stock on February 6, 2001. Delta had previously held 6 million shares of Series
A Preferred Stock with a total liquidation preference of $359.6 million and a
conversion price of $59.93 per share. Under today's agreement, Delta will
exchange those shares for 80,000 shares of Series B Redeemable Preferred Stock
(the "SERIES B PREFERRED STOCK") with a total liquidation preference of $80.0
million. The information set forth above is qualified in its entirety by
reference to the press release issued by priceline.com on February 8, 2001, the
certificate of designation related to the Series B Preferred Stock, the warrant
agreement and the stockholder agreement, copies of which are attached hereto as
exhibits and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Press Release issued by priceline.com
Incorporated on February 8, 2001.
99.2 Certificate of Designation, Preferences and
Rights of Series B Redeemable Preferred Stock of
priceline.com Incorporated.
99.3 Warrant Agreement, dated February 6, 2001, by and
between Priceline.com Incorporated and Delta Air
Lines, Inc.
99.4 Stockholder Agreement, dated February 6, 2001,
between priceline.com Incorporated and Delta Air
Lines, Inc.
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/ DANIEL SCHULMAN
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Name: Daniel Schulman
Title: Chief Executive Officer
Date: February 8, 2001
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by priceline.com
Incorporated on February 8, 2001.
99.2 Certificate of Designation, Preferences and
Rights of Series B Redeemable Preferred Stock of
Priceline.com Incorporated
99.3 Warrant Agreement, dated February 6, 2001, by and between
priceline.com Incorporated and Delta Air Lines, Inc.
99.4 Stockholder Agreement, dated February 6, 2001,
between priceline.com Incorporated and Delta Air
Lines, Inc.