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 16, 2003
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)
Registrant's telephone number, including area code
(203) 299-8000
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Priceline.com Incorporated, a Delaware corporation, effected a 1-for-6
reverse stock split of all outstanding shares of its common stock, par value
$0.008 per share. The reverse stock split was effective at 12:01 a.m. on June
16, 2003.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Press release issued by priceline.com Incorporated
on June 16, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On June 16, 2003, priceline.com Incorporated updated its 2nd quarter
2003 financial guidance. A copy of priceline.com's press release updating its
financial guidance is attached as Exhibit 99.1 to this Current Report on Form
8-K. The attached press release contains forward-looking statements relating to
priceline.com's performance during 2003. A more thorough discussion of certain
factors which may affect priceline.com's operating results is included in
priceline.com's Annual Report on Form 10-K for the fiscal year ended December
31, 2002 and its most recent Form 10-Q and Form 8-K filings with the Securities
and Exchange Commission.
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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Jeffery H. Boyd
President and Chief Executive Officer
Dated: June 16, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press release issued by priceline.com Incorporated on
June 16, 2003.