8-K 1 a2059751z8-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) September 18, 2001 PRICELINE.COM INCORPORATED -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25581 06-1528493 (State or other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 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. CHEUNG KONG (HOLDINGS) LIMITED AND HUTCHISON WHAMPOA LIMITED WITHDRAW REQUEST FOR FILING A SHELF REGISTRATION STATEMENT On September 20, 2001, priceline.com Incorporated announced that Cheung Kong (Holdings) Limited and Hutchison Wbampoa Limited had withdrawn their request for filing of a shelf registration to sell shares and obtained rights to purchase up to a 37.5% stake in priceline.com. The information set forth above is qualified in its entirety by reference to the press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 9. REGISTRATION FD DISCLOSURE. 3rd QUARTER RE-ESTIMATION On September 18, 2001, priceline.com Incorporated, a Delaware corporation, re-estimated 3rd quarter earnings in light of the September 11, 2001 terrorist attacks. The information set forth above is qualified in its entirety by reference to the press release, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference. EXHIBITS. 99.1 Press Release issued by priceline.com Incorporated on September 20, 2001 relating to the withdrawal of request for a shelf registration by Cheung Kong (Holdings) Limited and Hutchison Whampoa Limited. 99.2 Press Release issued by priceline.com Incorporated on September 18, 2001 relating to the re-estimation of 3rd quarter earnings. 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 ------------------------- Name: Jeffery H. Boyd Title: President Date: September 21, 2001 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release issued by priceline.com Incorporated on September 20, 2001 relating to the withdrawal of request for a shelf registration by Cheung Kong (Holdings) Limited and Hutchison Whampoa Limited. 99.2 Press Release issued by priceline.com Incorporated on September 18, 2001 relating to the re-estimation of 3rd quarter earnings.