-----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, CWHG6GFKZkejPnlNLk8x+J1kBsNKJFX+743L5m18TB/UPtLHxcGrXXM1uNFKOP5H aLvHWqyjOwSafskUUONQRw== 0001104659-06-081910.txt : 20061215 0001104659-06-081910.hdr.sgml : 20061215 20061215165829 ACCESSION NUMBER: 0001104659-06-081910 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061215 DATE AS OF CHANGE: 20061215 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-115128 FILM NUMBER: 061281152 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 POS AM 1 a06-25185_2posam.htm REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933

As filed with the Securities and Exchange Commission on December 15, 2006

Registration No. 333-115128


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

PRICELINE.COM INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware

 

06-1528493

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification Number)

 

800 Connecticut Avenue

Norwalk, Connecticut 06854

(203) 299-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

PETER J. MILLONES, ESQ.
Executive Vice President, General Counsel
800 Connecticut Avenue
Norwalk, Connecticut 06854
(203) 299-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Daniel Dunson, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

 



DEREGISTRATION OF SECURITIES

On May 4, 2004, priceline.com Incorporated (the “Company”) filed a Registration Statement on Form S-3 (File No. 333-115128) (the “Registration Statement”), with the Securities and Exchange Commission, to register $100,000,000 of debt securities convertible into or exchangeable for common stock or other securities of the Company (the “Debt Securities”) and up to 10,000,000 shares of the Company’s common stock, par value $0.008, owned by selling stockholders identified in the Registration Statement (the “Common Stock”).  The Company is filing this post-effective amendment No. 1 to deregister all of the shares of Common Stock that remain unsold under the Registration Statement.  As a result of this deregistration, only $100,000,000 of Debt Securities remain registered for sale pursuant to the Registration Statement.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk, State of Connecticut, on December 15, 2006.

 

PRICELINE.COM INCORPORATED

 

 

 

 

By:

/s/ JEFFERY H. BOYD

 

 

Jeffery H. Boyd

 

 

President and Chief Executive Officer

 

 

 

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated and on December 15, 2006.

Signature

 

Title

 

 

 

/s/ RALPH M. BAHNA*

 

Chairman and Director

Ralph M. Bahna

 

 

 

 

 

/s/ JEFFERY H. BOYD*

 

President, Chief Executive Officer and Director

Jeffery H. Boyd

 

(Principal Executive Officer)

 

 

 

/s/ ROBERT J. MYLOD, JR.*

 

Chief Financial Officer

Robert J. Mylod, Jr.

 

(Principal Financial Officer)

 

 

 

/s/ DANIEL J. FINNEGAN

 

Senior Vice President, Chief Accounting Officer and Controller

Daniel J. Finnegan

 

(Principal Accounting Officer)

 

 

 

/s/ HOWARD W. BARKER, JR.*

 

Director

Howard W. Barker, Jr.

 

 

 

 

 

/s/ JEFFREY E. EPSTEIN*

 

Director

Jeffrey E. Epstein

 

 

 

 

 

/s/ JAMES M. GUYETTE*

 

Director

James M. Guyette

 

 

 

 

 

/s/ NANCY B. PERETSMAN*

 

Director

Nancy B. Peretsman

 

 

 

 

 

 

 

Director

Craig W. Rydin

 

 

 

* By:

/s/Jeffery H. Boyd

 

 

Attorney-in-Fact

 

 

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