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): July 19, 1999
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.)
Five High Ridge Park, Stamford, Connecticut 06905
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(Address of principal office) (zip code)
(203) 705-3000
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
Second Quarter 1999 Financial Results
On July 19, 1999, priceline.com Incorporated, a Delaware corporation
('priceline.com"), announced its financial results for the second quarter ended
June 30, 1999. The information set forth in this paragraph is qualified in its
entirety by reference to a press release issued by priceline.com on July 19,
1999, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Common Stock and Convertible Debt Offerings
On July 19, 1999, priceline.com separately announced that it intended to
file a registration statement later that week covering the sale of $250.0
million of convertible subordinated notes and six million shares of
priceline.com common stock. The common stock offering will be comprised of 2.0
million shares of comon stock to be issued by priceline.com and 4.0 million
shares to be sold by certain selling stockholders. Priceline.com stated that it
intends to use the proceeds of the offerings to invest in further growth of
priceline.com's multiple product offerings. The information set forth in this
paragraph is qualified in its entirety by reference to a press release issued by
priceline.com on July 19, 1999, a copy of which is attached hereto as Exhibit
99.2 and incorporated herein by reference.
On July 19, 1999, priceline.com also separately announced that
priceline.com and its underwriters in the initial public offering have agreed to
release up to 1.1 million option shares held by priceline.com employees from the
current 180-day post-initial public offering limitation on exercise, which
otherwise would expire on September 26, 1999. Priceline.com employees holding
options that were vested as of June 1, 1999 will be permitted to sell a portion
of their option shares during a period commencing on July 20, 1999 and ending on
July 30, 1999. Any employee choosing to exercise and sell options earlier than
the 180-day post-initial public offering release date will be required to agree
to enter into a "lock-up" agreement in a form similar to that signed by selling
stockholders in the secondary common stock offering, which will prohibit
additional option exercises or stock sales prior to 180 days from the completion
of the secondary common stock offering. Priceline.com's Chairman, Vice Chairman,
President and Chief Financial Officer have all indicated that they will not
exercise any options in this early option release program. The information set
forth in this paragraph is qualified in its entirety by reference to a
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press release issued by priceline.com on July 19, 1999, a copy of which is
attached hereto as Exhibit 99.2 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 on July 19, 1999.
99.2 Press Release issued by priceline.com on July 19, 1999.
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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/ Paul E. Francis
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Name: Paul E. Francis
Title: Chief Financial Officer
Date: July 19, 1999
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by priceline.com on July 19, 1999.
99.2 Press Release issued by priceline.com on July 19, 1999.