-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RiK5WFYdttsXN7p6ga/nsRXxmvol5GhgY95/RvsbXecxRla+1dG44daTZNRT7efe Cd2N+ShHYhNtJzSil2glyg== 0000950172-99-000806.txt : 19990623 0000950172-99-000806.hdr.sgml : 19990623 ACCESSION NUMBER: 0000950172-99-000806 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990617 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM INC CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25581 FILM NUMBER: 99650398 BUSINESS ADDRESS: STREET 1: FIVE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2037053000 8-K 1 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 17, 1999 priceline.com Incorporated ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25581 06-1528493 ------------------------------------------------------------------- (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) Five High Ridge Park, Stamford, Connecticut 06905 ------------------------------------------------------------------- (Address of principal office) (zip code) (203) 705-3000 ------------------------------------------------------------------- Registrant's telephone number, including area code N/A ------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On June 17, 1999, priceline.com Incorporated, a Delaware corporation ("priceline.com"), announced the hire of Daniel H. Schulman as its new President and Chief Operating Officer. Mr. Schulman is the former President of AT&T's $22 billion Consumer Markets Division. Mr. Schulman's employment with priceline.com commenced on June 14, 1999; although, with priceline.com's permission, he is also serving at AT&T through approximately July 1, 1999 to assure an orderly transition of his affairs there. Mr. Schulman will assume his full duties as President and Chief Operating Officer on July 1, 1999 and will report directly to priceline.com's Chairman and Chief Executive Officer, Richard S Braddock. The information set forth above is qualified in its entirety by reference to a press release issued by priceline.com on June 17, 1999, a copy of which is attached hereto as Exhibit 99.1 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 on June 17, 1999. 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/ Paul E. Francis ------------------------------- Name: Paul E. Francis Title: Chief Financial Officer Date: June 22, 1999 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release issued by priceline.com on June 17, 1999. EX-99 2 EXHIBIT 99.1 - PRESS RELEASE PRICELINE.COM NAMES DANIEL H. SCHULMAN, FORMER PRESIDENT OF AT&T'S CONSUMER MARKETS DIVISION, AS ITS NEW PRESIDENT AND CHIEF OPERATING OFFICER STAMFORD, Conn., June 17, 1999 . . . Priceline.com (Nasdaq: PCLN), the patented Internet pricing system, today named Daniel H. Schulman as its new President and Chief Operating Officer. Mr. Schulman, 41, was most recently the President of AT&T's $22 billion Consumer Markets Division. He will report to priceline.com's Chairman and CEO Richard S. Braddock, a former President of Citibank. Mr. Schulman will have broad responsibility for all of priceline.com's operations, technology, marketing and product development. Mr. Schulman joins priceline.com after a highly successful 18-year career with AT&T where he was the youngest member of the company's most senior executive body, the AT&T Operations Group. As President of its Consumer Markets Division he led AT&T's core consumer long-distance business and reshaped the business unit to deliver customized communications services to distinct customer segments. Mr. Schulman came to Consumer Markets after building AT&T WorldNet service into the largest and fastest-growing Internet service provider in the country. Mr. Schulman also served as chief of marketing for AT&T's $24 billion Business Markets Group where he led the integration of wireless, e-commerce and local services into innovative bundles. At priceline.com, Mr. Schulman succeeds Jesse M. Fink, who returns to Walker Digital, the intellectual property laboratory that invented priceline.com's patented pricing system. "Priceline.com has successfully made the transition from an entrepreneurial start-up to a substantial high-growth company serving millions of customers annually," said Mr. Braddock. "Our goal is to become one of America's blue-chip e-commerce companies. Dan will be a key member of the management team that will continue to aggressively expand our current product and service lines and move us forcefully and effectively to exploit the business opportunities in front of us." "Now that we have built the foundation of a revolutionary business, Dan will leverage his experience building high-growth businesses to expand our product line horizontally and vertically," Mr. Braddock continued. "In just the last quarter, our customer base grew by more than 500,000, and we are looking to Dan to continue our growth and enhance our customer support. With his level of accomplishment and experience, he brings the kind of managerial depth that will be a key success factor for Net-based businesses which want to reach the mass-market level in scope, quality and customer service." "Joining an established e-commerce leader at this early stage is a once-in- a-lifetime opportunity," said Mr. Schulman. "I'm looking forward to working with this first-class group of executives and employees and building on the enormous successes they have achieved thus far." "Dan's joining the priceline.com management team highlights our commitment to merging the ingenuity of an Internet start-up with the management depth of a Fortune 500 company," said Jay S. Walker, priceline.com's founder and Vice Chairman. "Together, Dan and Rick bring the right mix to priceline.com." ABOUT PRICELINE.COM Priceline.com is an Internet pricing system that enables consumers to name their own price for a variety of goods and services. Consumers can make as many price requests as they wish through the system at no charge. Priceline.com takes those price requests and shares them with multiple brand-name sellers, who can fill as many of those requests as they want at price points determined by the buyers. Priceline.com is one of the Internet's truly "virtual" businesses. The company takes all of its price requests directly to sellers for fulfillment, which means priceline.com doesn't hold or handle any inventory, and thus has no need for brick-and-mortar warehouses or large order-fulfillment staffs. Currently, priceline.com is organized along three business lines: travel services which offers leisure airline tickets and hotel rooms, financial services which offers home mortgages, refinancing and home equity loans and automotive services which offers new cars on a test basis in the New York area. ### For press information, contact: Brian Ek at priceline.com 203-705-3026 (brian.ek@priceline.com) Michael Darcy at priceline.com 203-705-3331 (mike.darcy@priceline.com) Jennifer Carr at Connors Communications 212-807-7500 (jcarr@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. -----END PRIVACY-ENHANCED MESSAGE-----