8-K 1 a2037512z8-k.txt 8-K 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) February 6, 2001 priceline.com Incorporated -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25581 06-1528493 -------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 800 Connecticut Avenue, Norwalk, Connecticut 06854 -------------------------------------------------------------------------------- (Address of principal office) (zip code) N/A -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On February 8, 2001, priceline.com announced that Delta Air Lines, Inc. had agreed to exchange 6.0 million shares of priceline.com Series A Convertible Redeemable PIK Preferred Stock (the "SERIES A PREFERRED STOCK") held by Delta for 80,000 shares of a new priceline.com preferred stock and warrants to purchase approximately 26.9 million shares of pricline.com common stock at an exercise price of $2.97 per share, the closing price of priceline.com's common stock on February 6, 2001. Delta had previously held 6 million shares of Series A Preferred Stock with a total liquidation preference of $359.6 million and a conversion price of $59.93 per share. Under today's agreement, Delta will exchange those shares for 80,000 shares of Series B Redeemable Preferred Stock (the "SERIES B PREFERRED STOCK") with a total liquidation preference of $80.0 million. The information set forth above is qualified in its entirety by reference to the press release issued by priceline.com on February 8, 2001, the certificate of designation related to the Series B Preferred Stock, the warrant agreement and the stockholder agreement, copies of which are attached hereto as exhibits 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 Incorporated on February 8, 2001. 99.2 Certificate of Designation, Preferences and Rights of Series B Redeemable Preferred Stock of priceline.com Incorporated. 99.3 Warrant Agreement, dated February 6, 2001, by and between Priceline.com Incorporated and Delta Air Lines, Inc. 99.4 Stockholder Agreement, dated February 6, 2001, between priceline.com Incorporated and Delta Air Lines, Inc. 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/ DANIEL SCHULMAN ------------------------------- Name: Daniel Schulman Title: Chief Executive Officer Date: February 8, 2001 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release issued by priceline.com Incorporated on February 8, 2001. 99.2 Certificate of Designation, Preferences and Rights of Series B Redeemable Preferred Stock of Priceline.com Incorporated 99.3 Warrant Agreement, dated February 6, 2001, by and between priceline.com Incorporated and Delta Air Lines, Inc. 99.4 Stockholder Agreement, dated February 6, 2001, between priceline.com Incorporated and Delta Air Lines, Inc.