8-K 1 a2113074z8-k.txt FORM 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) June 16, 2003 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) Registrant's telephone number, including area code (203) 299-8000 N/A -------------------------------------------------------------------- (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 ----------------------------------- Jeffery H. Boyd President and Chief Executive Officer Dated: June 16, 2003 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release issued by priceline.com Incorporated on June 16, 2003.