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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A (Amendment No. 1)
AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the year ended: December 31, 2001 Commission File No.: 0-25581
priceline.com Incorporated
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1528493
(State or other Jurisdiction of Incorporation) (I.R.S. Employer
Identification No.)
800 CONNECTICUT AVENUE
NORWALK, CONNECTICUT 06854
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 299-8000
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Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.008 per share
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No ?
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |X| No | |
The aggregate market value of common stock held by non-affiliates of
priceline.com as of June 30, 2003 was approximately $671 million based upon the
closing price reported for such date on the Nasdaq National Market. For purposes
of this disclosure, shares of common stock held by persons who are known by
priceline.com to own more than 5% of the outstanding shares of common stock on
June 30, 2003 and shares held by executive officers and directors of
priceline.com on June 30, 2003 have been excluded because such persons may be
deemed to be affiliates of priceline.com. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of priceline.com's common stock was 38,290,883
as of November 4, 2003.
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DOCUMENTS INCORPORATED BY REFERENCE
None.
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EXPLANATORY NOTE
This amendment to priceline.com Incorporated's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001 (the "priceline.com 10-K"), as filed
by priceline.com on March 29, 2002, is being filed for the purpose of amending
the information required by Part III, Item 13 of Form 10-K.
INDEX
PART III
Item 13. Certain Relationships and Related Transactions....................3
Item 15. Exhibits..........................................................4
Signatures ..................................................................5
Certifications.................................................................7
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PART III
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
WORLDSPAN
Paul J. Blackney, who stepped down as a Director of priceline.com in May
2002, was the President and Chief Executive Officer of Worldspan, L.P., a global
travel distribution system ("GDS") when priceline.com and Worldspan entered into
the Subscriber Entity Agreement, dated October 1, 2001 (the "Subscriber Entity
Agreement"), and the Amendment to the Worldspan Subscriber Entity Agreement (the
"First Amendment"), each described below. Worldspan was, and continues to be,
priceline.com's only GDS for booking travel reservations for its customers.
Under the Subscriber Entity Agreement, Worldspan agrees to supply
priceline.com with computer hardware, software and services that enable
priceline.com to book travel reservations and print airline tickets. The
aggregate monthly fees for such hardware, software and services are
approximately $180,000, but the Subscriber Entity Agreement provides for a 100%
discount to priceline.com of such monthly fees so long as priceline.com
generates a minimum of 28,250 bookings through the Worldspan GDS. The Subscriber
Entity Agreement had a term of sixty-six months.
Pursuant to the First Amendment, priceline.com was required to generate
at least 65% of its bookings in the United States and Canada through the
Worldspan GDS. Failure to meet this obligation would have entitled Worldspan to
terminate the agreement and made priceline.com liable to Worldspan for
liquidated damages up to a cap of $25 million. Worldspan was required to pay
priceline.com an incentive payment for each booking generated by priceline.com
through the Worldspan GDS. In addition, priceline.com would have been entitled
to certain additional incentives of up to $3.3 million in the event
priceline.com achieved various aggregate booking targets during the term of the
agreement. Each of the Subscriber Entity Agreement and the First Amendment were
negotiated at arms length, meaning on commercially reasonable terms that
priceline.com believes would have also been agreed to by unrelated third
parties.
Effective April 1, 2003, priceline.com entered into the Second Amendment
to the Worldspan Subscriber Entity Agreement (the "Second Amendment") with
Worldspan which was negotiated after the departure of Mr. Blackney from our
Board of Directors. The Second Amendment amends the Subscriber Entity Agreement
and supersedes the First Amendment.
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ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.71 Subscriber Entity Agreement, dated October 1, 2001, by and
between Worldspan, L.P. and priceline.com Incorporated.
10.72 Amendment to the Worldspan Subscriber Entity Agreement,
dated October 1, 2001, by and between Worldspan, L.P. and
priceline.com Incorporated.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
PRICELINE.COM INCORPORATED
By: /s/ Jeffery H. Boyd
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Name: Jeffery H. Boyd
Title: Chief Executive Officer
Date: November 5, 2003
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffery H. Boyd, Robert J. Mylod Jr. and
Peter J. Millones, and each of them severally, his or her true and lawful
attorney-in-fact with power of substitution and resubstitution to sign in his or
her name, place and stead, in any and all capacities, to do any and all things
and execute any and all instruments that such attorney may deem necessary or
advisable under the Securities and Exchange Act of 1934 and any rules,
regulations and requirements of the U.S. Securities and Exchange Commission in
connection with this Amendment to Annual Report on Form 10-K/A and any and all
amendments hereto, as fully and for all intents and purposes as he or she might
do or could do in person, and hereby ratifies and confirms all said
attorneys-in-fact and agents, each acting alone, and his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
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<Caption>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Richard S. Braddock Chairman November 5, 2003
- ----------------------------- and Director
Richard S. Braddock
/s/ Jeffery H. Boyd President, Chief Executive Officer and November 5, 2003
- ----------------------------- Director (Principal Executive Officer)
Jeffery H. Boyd
/s/ Thomas P. D'Angelo Chief Accounting Officer and Controller November 5, 2003
- ----------------------------- (Principal Accounting Officer)
Thomas P. D'Angelo
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<Caption>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Robert J. Mylod Jr. Chief Financial Officer November 5, 2003
- ----------------------------- (Principal Financial Officer)
Robert J. Mylod Jr.
/s/ Ralph M. Bahna Director November 5, 2003
- -----------------------------
Ralph M. Bahna
Director November , 2003
- -----------------------------
Howard W. Barker, Jr.
/s/ Jeffrey E. Epstein Director November 5, 2003
- -----------------------------
Jeffrey E. Epstein
/s/ Patricia L. Francy Director November 5, 2003
- -----------------------------
Patricia L. Francy
Director November , 2003
- -----------------------------
Edmond Tak Cheun Ip
Director November , 2003
- -----------------------------
Dominic Kai Ming Lai
Director November , 2003
- -----------------------------
Marshall Loeb
/s/ Nancy B. Peretsman Director November 5, 2003
- -----------------------------
Nancy B. Peretsman
Director November , 2003
- -----------------------------
Ian F. Wade
</Table>
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CERTIFICATIONS
I, Jeffery H. Boyd, certify that:
1. I have reviewed the amendment of the Annual Report (the "Amended Annual
Report") on Form 10-K of priceline.com Incorporated (the "Registrant");
and
2. Based on my knowledge, this Amended Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this Amended Annual Report.
Dated: November 5, 2003 /s/ Jeffery H. Boyd
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Name: Jeffery H. Boyd
Title: President & Chief Executive Officer
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CERTIFICATIONS
I, Robert J. Mylod, Jr., certify that:
1. I have reviewed the amendment to the Annual Report (the "Amended Annual
Report") on Form 10-K of priceline.com Incorporated (the "Registrant");
and
2. Based on my knowledge, this Amended Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this Amended Annual Report.
Dated: November 5, 2003 /s/ Robert J. Mylod, Jr.
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Name: Robert J. Mylod, Jr.
Title: Chief Financial Officer
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