Priceline.com Plans Convertible Debt
and Stock Offerings
STAMFORD, Conn., July 19, 1999 . . . Priceline.com (Nasdaq: PCLN) today
announced that it intends to file a registration statement later this week
covering the sale of $250 million of convertible subordinated notes and six
million shares of common stock. The common stock offering will be comprised of
2.0 million shares of common stock to be issued by the Company and 4.0 million
shares to be sold by certain selling shareholders. The Company said it intends
to use the proceeds of the offerings to invest in further growth of
priceline.com's multiple product offerings.
The Company and its underwriters in the IPO have agreed to release up to 1.1
million option shares held by priceline.com employees from the current 180-day
post-IPO 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 Tuesday July 20 and ending the following Friday July 30.
Any employee choosing to exercise and sell options earlier than the 180-day
post-IPO release date will be required to agree to enter into a "lock-up"
agreement in the same form as that signed by selling shareholders in the
secondary offering, which will prohibit additional option exercises or stock
sales prior to 180 days from the completion of the secondary offering. The
Company'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.
This announcement does not constitute an offering of securities of the Company.
The offering will be made only by means of a prospectus.
About priceline.com
Priceline.com is the patented Internet pricing system that enables consumers to
achieve significant savings by using their personal brand flexibility as a way
to get goods and services at well below publicly advertised prices.
Priceline.com takes consumers' price requests and then presents them to
participating sellers, who can fill as much of that guaranteed demand as they
wish at price points determined by the buyers.
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Priceline.com's "virtual" business model allows for rapid scaling using the
Internet. Because the Company electronically collects consumer demand, it can
fill this demand directly with sellers or by using proprietary databases.
Priceline.com does not maintain or warehouse inventories in any of its product
lines.
Priceline.com is currently selling multiple services to its customers across
three distinct product categories: a travel service that offers leisure airline
tickets and hotel rooms, a personal finance service that offers home mortgages,
refinancing and home equity loans, and an automotive service that offers new
cars on a test basis in the New York metro area.
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For investor relations information, contact:
Raya Papp 203-705-3048 (investorrelations@priceline.com)
For press information, contact:
Brian Ek 203-705-3026 (brian.ek@priceline.com)
Mike Darcy 203-705-3331 (mike.darcy@priceline.com)
This press release may contain forward-looking statements which are made
pursuant to the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995. Expressions of future goals and similar expressions
including, without limitation, "may," "will," "believes," "should," "could,"
"hope," "expects," "expected," "does not currently expect," "anticipates,"
"predicts," "potential," and "forecast," reflecting something other than
historical fact are intended to identify forward-looking statements, but are not
the exclusive means of identifying such statements. These forward-looking
statements involve a number of risks and uncertainties, including the timely
development and market acceptance of products and technologies and other factors
described in the Company's filing with the Securities and Exchange Commission.
The actual results may differ materially from any forward-looking statements due
to such risks and uncertainties. The Company undertakes no obligations to revise
or update any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release.