-----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, WgUe7Hq+05R9ZoVAkz/B4diQu6fUWUgmGcBta99+IPchvDInnZdNwq6yi2pZFJ2x GX2McZabfYNqifxgpGQSgg== 0001104659-06-015815.txt : 20060310 0001104659-06-015815.hdr.sgml : 20060310 20060310161737 ACCESSION NUMBER: 0001104659-06-015815 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060310 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060310 DATE AS OF CHANGE: 20060310 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: 06679570 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 8-K 1 a06-2010_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 10, 2006

 

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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 8.01.                                          Other Events

 

On March 10, 2006, Jeffery H. Boyd, President and Chief Executive Officer of priceline.com Incorporated (“priceline.com” or the “Company”), amended a stock trading plan implemented pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”). The Plan is being amended to include shares of priceline.com restricted common stock and “performance shares” to be sold to pay the estimated amount of taxes that will be due and owing upon vesting and issuance, respectively, of the restricted common stock and “performance shares” and to sell up to 20,000 shares of owned common stock in each of 2006 and 2007.

 

The Plan covers an aggregate of 30,258 shares of priceline.com restricted common stock to be sold to pay the estimated amount of taxes that will be due and owing at the time of vesting of the restricted common stock on scheduled vesting dates in 2006, 2007 and 2008. The Plan also provides that if and when priceline.com “performance shares” are issued to Mr. Boyd, 41.45% of the shares issued to Mr. Boyd will be sold to pay the estimated amount of taxes that will be due and owing at the time of issuance.

 

In addition, the Plan provides that, starting in May 2006, up to 20,000 shares of common stock may be sold in each of 2006 and 2007 in one or more transactions. The maximum sales amount of 40,000 shares of common stock constitutes approximately 2.98% of Mr. Boyd’s total current holdings of priceline.com common stock (including owned common stock and shares underlying vested stock options and excluding shares underlying unvested stock options and restricted common stock and un-issued “performance shares”).

 

Under the terms of the Plan, Mr. Boyd will have no discretion or control over the timing or effectuation of the sales.

 

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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/ Robert J. Mylod

 

 

 

Robert J. Mylod

 

 

Chief Financial Officer

 

 

 

 

 

 

Dated: March 10, 2006

 

 

 

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