-----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, Se/ABMNI0ApzH59JAAXvreDBK/By+mNYMMI3ysZl2wg9auIvURT7OtJLBnIGUuj5 2PR5Lj9D3uKqk3XrAsrkqw== 0001104659-07-068607.txt : 20070912 0001104659-07-068607.hdr.sgml : 20070912 20070912164228 ACCESSION NUMBER: 0001104659-07-068607 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070910 ITEM INFORMATION: Other Events FILED AS OF DATE: 20070912 DATE AS OF CHANGE: 20070912 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: 071113588 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 8-K 1 a07-23772_18k.htm 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) September 10, 2007

priceline.com Incorporated

(Exact name of registrant as specified in its charter)

Delaware

 

0-25581

 

06-1528493

(State or other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

 

 

 

 

800 Connecticut Avenue, Norwalk, Connecticut

 

06854

(Address of principal office)

 

(zip code)

(203) 299-8000

Registrant’s telephone number, including area code

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 September 10, 2007, Robert J. Mylod, Chief Financial Officer of priceline.com Incorporated (“priceline.com” or the “Company”), established stock trading plans implemented pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plans”).

The Plans provide for the sale of 2,700 shares of priceline.com common stock in February 2008 to pay a portion of the estimated amount of taxes that will be due at the time of the vesting of priceline.com restricted common stock.  The Plans also provide that if and when shares of priceline.com common stock underlying performance share units granted to Mr. Mylod in February 2006 and March 2007 are issued to Mr. Mylod, 15% of the shares issued will be sold to pay a portion of the estimated amount of taxes that will be due at the time of issuance.

In addition, the Plans provide for the sale of up to 98,000 shares of priceline.com common stock in transactions starting in November 2008.  Specifically, 2,000 shares will be sold on a monthly basis for each of the 24 months beginning in November 2008 and ending in October 2010, subject to certain price per share requirements.  In addition, beginning in June 2008, 50,000 shares will be sold subject to certain price per share requirements.

Under the terms of the Plans, Mr. Mylod 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/ Jeffery H. Boyd

 

 

 

Jeffery H. Boyd

 

 

 

Chief Financial Officer

 

 

 

 

 

 

Dated: September 12, 2007

 

 

 

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