0001104659-06-059466.txt : 20060906 0001104659-06-059466.hdr.sgml : 20060906 20060905220004 ACCESSION NUMBER: 0001104659-06-059466 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060905 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060906 DATE AS OF CHANGE: 20060905 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: 061075332 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 8-K 1 a06-19192_18k.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) September 5, 2006

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 8.01. Other Events

On September 5, 2006, priceline.com Incorporated (“priceline.com”) announced that its two largest stockholders, Hutchison Whampoa Limited and Cheung Kong (Holdings) Limited, sold 8.9 million shares of priceline.com common stock in an offering underwritten by Goldman, Sachs & Co. A copy of priceline.com’s press release announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1

Press release announcing sale of priceline.com common stock by Hutchison Whampoa Limited and Cheung Kong (Holdings) Limited

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: September 5, 2006

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release announcing sale of priceline.com common stock by Hutchison Whampoa Limited and Cheung Kong (Holdings) Limited

EX-99.1 2 a06-19192_1ex99d1.htm EX-99

Exhibit 99.1

Hutchison Whampoa Limited and Cheung Kong

(Holdings) Limited Sell 8.9 Million Priceline.com Shares

NORWALK, Conn., September 5, 2006 . . . Priceline.com Incorporated (Nasdaq: PCLN) announced today that Hutchison Whampoa Limited and Cheung Kong (Holdings) Limited sold 8.9 million shares of priceline.com common stock in an offering underwritten by Goldman, Sachs & Co. The shares sold were covered by a shelf registration statement filed with the Securities and Exchange Commission in May 2004.

The sale, which was completed today, represents approximately 70% of the approximately 12.7 million shares of priceline.com common stock owned by Hutchison Whampoa Limited and Cheung Kong (Holdings) Limited prior to the sale. Hutchison Whampoa Limited and Cheung Kong (Holdings) will continue to have the right to appoint representatives to priceline.com’s Board of Directors.

“Hutchison Whampoa and Cheung Kong Holdings have been priceline.com investors since 2001 and have supported our business through some difficult times, including the aftermath of September 11th,” said priceline.com President and Chief Executive Officer Jeffery H. Boyd. “We are pleased that their investment and their support have been rewarded with a successful transaction.”

This press release is not an offer to sell any securities nor does it seek an offer to buy any securities in any jurisdiction where the offer or sale is not permitted.

###

For press information, contact: Brian Ek 203-299-8167 brian.ek@priceline.com

For a copy of a prospectus, contact:

Goldman, Sachs & Co., Attn: Prospectus Dept.,
85 Broad St., New York, N.Y. 10004,
Fax: 212 902 9316 or email at prospectus-ny@ny.email.gs.com