0001075531-12-000016.txt : 20120329 0001075531-12-000016.hdr.sgml : 20120329 20120329075825 ACCESSION NUMBER: 0001075531-12-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120326 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120329 DATE AS OF CHANGE: 20120329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM INC CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] 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: 12722277 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-299-8000 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 8-K 1 form8-k.htm 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) March 27, 2012
 
priceline.com Incorporated
(Exact name of registrant as specified in its charter)
 
Delaware
0-25581
06-1528493
(State or other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer 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)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425
 
o         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o         Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 27, 2012, the Board of Directors of the Company approved an amendment to the Company’s Bylaws, to take immediate effect, eliminating the exclusive forum provision in Article VIII of the Bylaws, which had provided that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. Pursuant to the amendment, existing Article VIII, "Forum For Adjudication of Disputes," was deleted in its entirety and existing Article IX, "Amendments," was renumbered as Article VIII.

A copy of the Certificate of Amendment to the Bylaws of the Company is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits
3.1
 
Certificate of Amendment to the Bylaws of priceline.com Incorporated.










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 J. Finnegan
 
 
Name:
Daniel J. Finnegan
 
 
Title:
Chief Financial Officer
 
 
 
 
 
 
 
 
Date: March 28, 2012
 
 
 




EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
3.1

 
Certificate of Amendment to the Bylaws of priceline.com Incorporated.
 





 EX-3.1 2 certificateofamendmentbyla.htm CERTIFICATE OF AMENDMENT TO BYLAWS CERTIFICATEOFAMENDMENTBYLAWS

CERTIFICATE OF AMENDMENT OF THE
BYLAWS OF PRICELINE.COM INCORPORATED
 
 
The undersigned, being the duly elected, qualified, and acting Secretary of priceline.com Incorporated (the “Corporation”), hereby certifies that (a) existing ARTICLE VIII of the Bylaws of the Company was deleted in its entirety and (b) existing Article IX of the Bylaws of the Company was renumbered to Article VIII, pursuant to the unanimous written consent of the Board of Directors of the Company, effective March 27, 2012, to read as follows:
 
"ARTICLE VIII
 
AMENDMENTS
 
Section 1.  Amendments.  These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors, as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.
 
Section 2.  Entire Board of Directors.  As used in this Article VIII and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.”
 
IN WITNESS WHEREOF, I have hereto set my hand on this 27th day of March 2012.
 
 
 
/s/ Peter J. Millones
 
Peter J. Millones
 
Executive Vice President, General Counsel and Corporate Secretary