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) June 5, 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 Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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 June 5, 2001, Cheung Kong (Holdings) Limited ("CKH") and Hutchison
Whampoa Limited ("HUTCHISON") announced that they had entered into an agreement
to purchase an aggregate of 25,028,023 shares of priceline.com common stock from
Jay S. Walker and his trust, the Jay S. Walker Irrevocable Credit Trust (the
"SALE"). The closing of the Sale is subject to certain U.S. regulatory filings
and approvals, including obtaining clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
In connection with the Sale, priceline.com entered into a stockholders'
agreement, dated June 5, 2001 (the "STOCKHOLDERS' AGREEMENT"), with Prime Pro
Group Limited, a wholly owned subsidiary of CKH, Forthcoming Era Limited, a
wholly owned subsidiary of Hutchison, Potton Resources Limited, a wholly owned
subsidiary of CKH and Ultimate Pioneer Limited, a wholly owned subsidiary of
Hutchison (together, the "PURCHASERS"). Pursuant to the terms of the
Stockholders' Agreement, upon the closing of the Sale, priceline.com will
increase the size of its Board of Directors to 11 directors and the Purchasers
will have the right to designate two additional directors for election to
priceline.com's Board of Directors. Hutchison currently has the right to appoint
one director to priceline.com's Board of Directors. In addition, pursuant to the
terms of the Stockholders' Agreement, the Purchasers have agreed not to acquire
more than 32.5% of the outstanding capital stock of priceline.com on a fully
diluted basis. The information set forth above is qualified in its entirety by
reference to the Stockholders' Agreement, a copy of which is attached hereto as
an exhibit and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Stockholders' Agreement by and among priceline.com
Incorporated, Prime Pro Group Limited, Forthcoming
Era Limited, Potton Resources Limited and Ultimate
Pioneer Limited dated as of June 5, 2001.
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
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Name: Jeffery H. Boyd
Title: President and Chief Executive Officer
Date: June 5, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Stockholders' Agreement by and among priceline.com
Incorporated, Prime Pro Group Limited, Forthcoming
Era Limited, Potton Resources Limited and Ultimate
Pioneer Limited dated as of June 5, 2001.