-----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, GrRwwhDG1nA82Ye8etbmF56D+6CW9w8M9sTlEABmkFGqkC3S4dHVLCHo1KEnx0S0 9OpvbZFSukldtOnQ0H6U3Q== 0001047469-03-025342.txt : 20030729 0001047469-03-025342.hdr.sgml : 20030729 20030729095826 ACCESSION NUMBER: 0001047469-03-025342 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030728 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030729 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: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 03807309 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 8-K 1 a2115525z8-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) July 28, 2003 priceline.com Incorporated ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-25581 06-1528493 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (State or other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) 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 Priceline.com issued press releases dated July 28, 2003 and July 29, 2003, copies of which are attached as exhibits to this Form 8-K. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release issued by priceline.com Incorporated on July 28, 2003. 99.2 Press release issued by priceline.com Incorporated on July 29, 2003. 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 and Chief Executive Officer Date: July 29, 2003 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ---------- ------------ 99.1 Press release issued by priceline.com Incorporated on July 28, 2003. 99.2 Press release issued by priceline.com Incorporated on July 29, 2003. EX-99.1 3 a2115525zex-99_1.txt EXHIBIT-99.1 EXHIBIT 99.1 PRICELINE.COM ANNOUNCES PROPOSED $100 MILLION PRIVATE OFFERING OF CONVERTIBLE SENIOR NOTES DUE AUGUST 1, 2010 NORWALK, Conn. - July 28, 2003 - Priceline.com Incorporated (Nasdaq:PCLN) today announced that it intends to offer, subject to market and other conditions, up to $100 million of Convertible Senior Notes due August 1, 2010 in a private placement. Priceline.com intends to grant the initial purchaser of the notes an option to purchase up to $25 million of additional notes. The notes will be convertible, under certain circumstances, into priceline.com's common stock, par value $0.008 per share. Priceline.com intends to use the net proceeds of the anticipated offering for general corporate purposes, strategic purposes and working capital requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities. The notes and the shares of common stock of priceline.com issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. ABOUT PRICELINE.COM INCORPORATED Priceline.com offers products for sale in two categories: a travel service that offers leisure airline tickets, hotel rooms, rental cars, packaged vacations and cruises; and a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee. Priceline.com also owns travel Web sites Lowestfare.com and Rentalcars.com. Priceline.com is part-owner of Internet travel service Travelweb LLC. Priceline.com licenses its business model to independent licensees, including pricelinemortgage and certain international licensees. For press information, contact: Brian Ek 203-299-8167 (brian.ek@priceline.com) INFORMATION ABOUT FORWARD-LOOKING STATEMENTS This press release may contain forward-looking statements. These forward-looking statements include priceline.com's intention to raise proceeds through the offering and sale of the convertible senior notes, the intended use of proceeds and the anticipated terms of such notes. There can be no assurance that priceline.com will complete the offering on the anticipated terms or at all. Priceline.com's ability to complete the offering will depend, among other things, on market conditions. In addition, priceline.com's ability to complete the offering and its business are subject to risks. For a discussion of these risks, please refer to priceline.com's most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, priceline.com undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. EX-99.2 4 a2115525zex-99_2.txt EXHIBIT-99.2 EXHIBIT 99.2 PRICELINE.COM ANNOUNCES PRICING OF ONE PERCENT CONVERTIBLE SENIOR NOTES DUE AUGUST 1, 2010 NORWALK, Conn. - July 29, 2003 - Priceline.com Incorporated (Nasdaq:PCLN) today announced the pricing of $100 million of Convertible Senior Notes due August 1, 2010 in a private placement. Priceline.com intends to grant the initial purchaser of the notes an option to purchase up to $25 million of additional notes. The sale of the notes is expected to close on August 1, 2003. Priceline.com intends to use the net proceeds of the anticipated offering for general corporate purposes, strategic purposes and working capital requirements. Interest on the notes will accrue at an annual rate of one percent. The notes will be convertible, subject to certain conditions, into priceline.com's common stock, par value $0.008 per share, at the option of the holder, at a conversion price of approximately $40.00 per share, subject to adjustment upon the occurrence of specified events. Each $1,000 principal amount of notes will initially be convertible into 25 shares of priceline.com's common stock. In addition, the notes will be redeemable at priceline.com's option beginning in 2008, and the holders may require priceline.com to repurchase the notes on August 1, 2008 or in certain other circumstances. The offering is being made only to qualified institutional buyers. This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities. The notes and the shares of common stock of priceline.com issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. ABOUT PRICELINE.COM INCORPORATED Priceline.com offers products for sale in two categories: a travel service that offers leisure airline tickets, hotel rooms, rental cars, packaged vacations and cruises; and a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee. Priceline.com also owns travel Web sites Lowestfare.com and Rentalcars.com. Priceline.com is part-owner of Internet travel service Travelweb LLC. Priceline.com licenses its business model to independent licensees, including pricelinemortgage and certain international licensees. For press information, contact: Brian Ek 203-299-8167 (brian.ek@priceline.com) - ------------------------ INFORMATION ABOUT FORWARD-LOOKING STATEMENTS This press release may contain forward-looking statements. These forward-looking statements include priceline.com's intention to raise proceeds through the offering and sale of the convertible senior notes and the intended use of proceeds. The closing of the sale of the notes is subject to customary conditions. There can be no assurance that priceline.com will complete the sale of the notes. Priceline.com's ability to complete the offering will depend, among other things, on market conditions. In addition, priceline.com's ability to complete the offering and its business are subject to risks. For a discussion of these risks, please refer to priceline.com's most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, priceline.com undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----