0001104659-06-066819.txt : 20061016 0001104659-06-066819.hdr.sgml : 20061016 20061016162010 ACCESSION NUMBER: 0001104659-06-066819 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061011 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061016 DATE AS OF CHANGE: 20061016 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: 061146492 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 8-K 1 a06-20872_38k.htm AMENDMENT TO 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) October 11, 2006

priceline.com Incorporated

(Exact name of registrant as specified in its charter)

Delaware	0-25581	06-1528493
(State or other	(Commission File Number)	(IRS Employer
Jurisdiction 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
(Exact name of registrant as specified in its charter)

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 (see General Instruction A.2. below):

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 1.01. Entry into a Material Definitive Agreement.

On October 11, 2006, the Company amended recently announced hedge transactions with respect to the Company’s 0.50% Convertible Senior Notes due 2011 (the “2011 Notes”), the Company’s 0.75% Convertible Senior Notes due 2013 (the “2013 Notes,” and collectively with the 2011 Notes, the “Notes”) and the Company’s common stock, par value $0.008 per share (the “purchased call options”). The hedge transactions were originally entered into on September 21, 2006, with the initial purchasers of the Notes or their affiliates. The amendment to the hedge transactions was entered into with respect to the Notes sold in connection with the exercise of the initial purchasers’ over-allotment right, as described in Item 3.02, below.

The Company will use a portion of the net proceeds from the sale of the Notes to pay the net cost of the purchased call options. The purchased call options increase the effective conversion price of the Notes from the Company’s perspective and are expected to reduce the potential dilution upon conversion of the Notes if the market price of the Company’s common stock is greater than $50.47 per share. If the market value per share of the Company’s common stock at the time of any exercise under the purchased call options is above such strike price, the purchased call options will entitle the Company to receive from the dealers net shares of the Company’s common stock based on the excess of the then current market price of the Company’s common stock over the strike price of the purchased call options.

The purchased call options are separate transactions entered into by the Company with the dealers, are not part of the terms of the Notes and will not affect the holders’ rights under the Notes. Holders of the Notes will not have any rights with respect to the purchased call options. The amendments to the confirmations of each of the call option transactions are attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On October 13, 2006, the initial purchasers in priceline.com Incorporated’s recent private offering of 0.50% Convertible Senior Notes due 2011 (the “2011 Notes”) and 0.75% Convertible Senior Notes due 2013 (the “2013 Notes,” and collectively with the 2011 Notes, the “Notes”) purchased an additional $22.5 million of 2011 Notes and $22.5 million of 2013 Notes, solely to cover over-allotments.

Priceline.com announced on September 21, 2006, the pricing of $150 million principal amount of 2011 Notes and $150 million of principal amount of 2013 Notes to be issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, and priceline.com’s intention to grant the initial purchasers of the Notes an option to purchase an additional $22.5 million of 2011 Notes and $22.5 million of 2013 Notes. The closing of the sale of the $150 million aggregate principal amount of 2011 Notes and $150 million aggregate principal amount of 2013 Notes took place on September 27, 2006.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

	10.1	Amendment dated October 11, 2006, to Confirmation of 5-Year Issuer Capped Share Call Option Transaction between Goldman, Sachs & Co. and priceline.com Incorporated, dated as of September 21, 2006 and Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Goldman, Sachs & Co. and priceline.com Incorporated, dated as of September 21, 2006.

	10.2	Amendment dated October 11, 2006, to Confirmation of 5-Year Issuer Capped Share Call Option Transaction between Merrill Lynch, Pierce, Fenner & Smith Incorporated and priceline.com Incorporated, dated as of September 21, 2006 and Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Merrill Lynch, Pierce, Fenner & Smith Incorporated and priceline.com Incorporated, dated as of September 21, 2006.

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, Jr.
		Name:	Robert J. Mylod, Jr.
		Title:	Chief Financial Officer


Date: October 16, 2006

EXHIBIT INDEX

10.1		Amendment dated October 11, 2006, to Confirmation of 5-Year Issuer Capped Share Call Option Transaction between Goldman, Sachs & Co. and priceline.com Incorporated, dated as of September 21, 2006 and Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Goldman, Sachs & Co. and priceline.com Incorporated, dated as of September 21, 2006.

10.2		Amendment dated October 11, 2006, to Confirmation of 5-Year Issuer Capped Share Call Option Transaction between Merrill Lynch, Pierce, Fenner & Smith Incorporated and priceline.com Incorporated, dated as of September 21, 2006 and Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Merrill Lynch, Pierce, Fenner & Smith Incorporated and priceline.com Incorporated, dated as of September 21, 2006.

EX-10.1 2 a06-20872_3ex10d1.htm EX-10

Exhibit 10.1

AMENDMENT
dated as of October 11, 2006

Goldman, Sachs & Co. (“Dealer”)

and

priceline.com Incorporated (“Counterparty”)

have entered into a Transaction evidenced by an Issuer Capped Share Call Option Transaction (5-Year) confirmation, dated September 21, 2006 (the “5-Year Confirmation”) and a Transaction evidenced by an Issuer Capped Share Call Option Transaction (7-Year) confirmation, dated September 21, 2006 (the “7-Year Confirmation” and, together with the 5-Year Confirmation, the “Confirmations”). Buyer under the Confirmations wishes to purchase additional Options from Seller thereunder. To effectuate this additional purchase, the parties hereby amend the Confirmations as set forth in this Amendment (this “Amendment”).

Accordingly, the parties agree as follows:—

1. Amendments

(a) The 5-Year Confirmation is amended, effective as of the date of this Amendment by:

(i) increasing the Number of Options for each Component by 19,502, from 130,015 to 149,517; and

(ii) designating a second Premium Payment Date of October 13, 2006, on which Buyer will pay to Seller an additional Premium of USD 1,677,375.

(b) The 7-Year Confirmation is amended, effective as of the date of this Amendment by:

(i) increasing the Number of Options for each Component by 19,502, from 130,015 to 149,517; and

(ii) designating a second Premium Payment Date of October 13, 2006, on which Buyer will pay to Seller an additional Premium of USD 1,737,225.

2. Representations

Each party hereby repeats on the date hereof the representations made by it in each Confirmation (with references therein to the “Trade Date” deemed references to the date of this Amendment, other than in Section 6(a)(viii) and Section 6(g) of the Confirmations). Each party further represents to the other party that:—

(a) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(b) Powers. It has the power to execute and deliver this Amendment and to perform its obligations under this Amendment and has taken all necessary action to authorize such execution, delivery and performance;

(c) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(d) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Amendment have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(e) Obligations Binding. Its obligations under this Amendment constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); and

(f) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event (each as defined in the 1992 ISDA Master Agreement referred to in the Confirmations) with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Amendment.

3. Unwind

In the event the sale of the Optional Securities (as defined in the Purchase Agreement defined in the Confirmations) is not consummated with the initial purchasers pursuant to the Purchase Agreement for any reason by the close of business in New York on October 13, 2006 (or such later date as agreed upon by the parties) (such date or such later date as agreed upon being the “Accelerated Unwind Date”), this Amendment shall automatically terminate (the “Accelerated Unwind”) on the Accelerated Unwind Date and (i) this Amendment and all of the respective rights and obligations of Dealer and Counterparty under this Amendment shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with this Amendment either prior to or after the Accelerated Unwind Date. Dealer and Counterparty represent and acknowledge to the other that upon an Accelerated Unwind, all obligations with respect to this Amendment shall be deemed fully and finally discharged.

4. Opinion

Counterparty shall deliver to Dealer an opinion of counsel, dated as of the date of this Amendment, with respect to the matters identified in Section 6(e) of each Confirmation as applied to this Amendment.

5. Miscellaneous

(a) Entire Agreement. The Confirmations and this Amendment constitute the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties.

(c) Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(d) Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.

(e) Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York (without reference to the conflicts of law principles).

(f) Agreement Continuation. The Confirmations, as modified herein, shall continue in full force and effect. All references to the Confirmations in the Confirmations or any document related thereto shall for all purposes constitute references to the Confirmations as amended hereby.

(g) Arbitration. The parties acknowledge and agree that the Arbitration provisions of the Confirmations shall apply to this Amendment as if set forth herein, with references therein to the “Confirmation” deemed references to this Amendment.

IN WITNESS WHEREOF the parties have executed this Amendment with effect from the date specified on the first page of this Amendment.

GOLDMAN, SACHS & CO.		PRICELINE.COM INCORPORATED


By:	/s/ Conrad Langenegger	By:	/s/ Robert J. Mylod, Jr.
	Authorized Signatory		Name:	Robert J. Mylod, Jr.
			Title:	Chief Financial Officer

EX-10.2 3 a06-20872_3ex10d2.htm EX-10

Exhibit 10.2

AMENDMENT
dated as of October 11, 2006

Merrill Lynch International (“Dealer”), Merrill Lynch, Pierce, Fenner & Smith Incorporated		and		priceline.com Incorporated (“Counterparty”)
(“Agent”)

Accordingly, the parties agree as follows:—

1. Amendments

(a) The 5-Year Confirmation is amended, effective as of the date of this Amendment by:

(i) increasing the Number of Options for each Component by 8,359, from 55,720 to 64,079; and

(ii) designating a second Premium Payment Date of October 13, 2006, on which Buyer will pay to Seller an additional Premium of USD 718,875.

(b) The 7-Year Confirmation is amended, effective as of the date of this Amendment by:

(i) increasing the Number of Options for each Component by 8,359, from 55,720 to 64,079; and

(ii) designating a second Premium Payment Date of October 13, 2006, on which Buyer will pay to Seller an additional Premium of USD 744,525.

2. Representations

Each party hereby repeats on the date hereof the representations made by it in each Confirmation (with references therein to the “Trade Date” deemed references to the date of this Amendment, other than in Section 6(a)(viii) of the Confirmations). Each party further represents to the other party that:—

(a) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); and

3. Unwind

4. Opinion

5. Miscellaneous

(c) Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(e) Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York (without reference to the conflicts of law principles).

(h) Role of Agent. The provisions of Section 11 of the Confirmations regarding the role of Agent as agent are incorporated by reference herein.

IN WITNESS WHEREOF the parties have executed this Amendment with effect from the date specified on the first page of this Amendment.

MERRILL LYNCH INTERNATIONAL			PRICELINE.COM INCORPORATED


By:		/s/ Fran Jacobson	By:	/s/ Robert J. Mylod, Jr.
		Authorized Signatory		Name:	Robert J. Mylod, Jr.
				Title:	Chief Financial Officer


Acknowledged and agreed as to matters to the Agent: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
Solely in its capacity as Agent hereunder

By:	/s/ Brian Carroll
	Authorized Signatory