0001104659-10-012198.txt : 20100305 0001104659-10-012198.hdr.sgml : 20100305 20100304210227 ACCESSION NUMBER: 0001104659-10-012198 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100304 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100305 DATE AS OF CHANGE: 20100304 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: 10658880 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 8-K 1 a10-4949_28k.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) March 4, 2010

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)

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

Item 8.01. Other Events

On March 4, 2010, priceline.com issued a press release announcing, among other things, that it intends to offer $500 million of Convertible Senior Notes in a private placement and the authorization to repurchase shares of its common stock. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K. On the same date, priceline.com issued a press release announcing the pricing of this offering and the repurchase of shares of its common stock. A copy of this press release is attached as Exhibit 99.2 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release issued by priceline.com Incorporated on March 4, 2010, regarding the proposed $500 million private offering of Convertible Senior Notes and the authorization to repurchase shares of its common stock.

99.2 Press release issued by priceline.com Incorporated on March 4, 2010, regarding the pricing of the $500 million private offering of Convertible Senior Notes and the repurchase of shares of its common stock.

The information in Exhibits 99.1 and 99.2 shall not be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended.

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: March 4, 2010

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press release issued by priceline.com Incorporated on March 4, 2010, regarding the proposed $500 million private offering of Convertible Senior Notes and the authorization to repurchase shares of its common stock.

99.2		Press release issued by priceline.com Incorporated on March 4, 2010, regarding the pricing of the $500 million private offering of Convertible Senior Notes and the repurchase of shares of its common stock.

EX-99.1 2 a10-4949_2ex99d1.htm EX-99.1

Exhibit 99.1

Priceline.com Announces Proposed $500 Million Private Offering of Convertible Senior Notes and Authorization to Repurchase Shares of Common Stock.

NORWALK, Conn.—(PRNewswire)—March 4, 2010—Priceline.com Incorporated (Nasdaq: PCLN) announced today its intention to offer, subject to market and other conditions, up to $500 million principal amount of Convertible Senior Notes due 2015 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. In certain circumstances, the notes may be converted into cash up to their principal amount, and into shares of priceline.com common stock and/or cash at the Company’s election for the conversion value above the principal amount, if any.

The interest rate, conversion rate and other terms of the notes will be determined by negotiations between priceline.com and the initial purchasers of the notes. Priceline.com expects to grant the initial purchasers a 30-day option to purchase up to $75 million principal amount of additional Convertible Senior Notes due 2015 solely to cover over-allotments.

Priceline.com plans to use the net proceeds from the offering of the notes to repurchase up to $100 million of its outstanding common stock in privately negotiated, off-market transactions, which may be effected through one or more of the initial purchasers of the notes or their respective affiliates, concurrently with the offering. The net proceeds will also be used for general corporate purposes, which may include repurchasing shares of priceline.com common stock in the open market or in privately negotiated transactions from time to time, repaying outstanding debt and corporate acquisitions.

In connection with the proposed note offering, priceline.com’s Board of Directors authorized the repurchase of up to $500 million of priceline.com’s common stock, including up to $100 million of common stock to be repurchased concurrently with the offering.

This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering circular. The notes and any priceline.com common stock issuable upon the conversion of the notes have not been registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.

CONTACT: priceline.com Incorporated

Brian Ek

brian.ek@priceline.com

SOURCE: priceline.com Incorporated

EX-99.2 3 a10-4949_2ex99d2.htm EX-99.2

Exhibit 99.2

Priceline.com Announces Pricing of $500 Million Private Offering of Convertible Senior Notes and Common Stock Repurchase

NORWALK, Conn.—(PRNewswire)—March 4, 2010—Priceline.com Incorporated (Nasdaq: PCLN) announced today the pricing of $500 million principal amount of Convertible Senior Notes due 2015 through a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

The notes will pay interest semiannually at a rate of 1.25% per annum. In certain circumstances, the notes may be converted into cash up to their principal amount, and into shares of priceline.com common stock and/or cash at the Company’s election for the conversion value above the principal amount based on a conversion rate of 3.2997 shares of common stock per $1,000 principal amount of the notes (which is equal to a conversion price of approximately $303.06 per share, representing a 30% conversion premium based on the closing price of $233.12 per share on March 4, 2010).

Priceline.com estimates that the net proceeds from the offering of notes will be approximately $488.4 million, after deducting estimated fees and expenses. Priceline.com granted the initial purchasers a 30-day option to purchase up to $75 million principal amount of additional notes solely to cover over-allotments.

Priceline.com plans to use the net proceeds from the offering of the notes to repurchase approximately $100 million of its outstanding common stock in privately negotiated, off-market transactions, which may be effected through one or more of the initial purchasers of the notes or their respective affiliates, concurrently with the offering. The net proceeds will also be used for general corporate purposes, which may include repurchasing shares of priceline.com common stock in the open market or in privately negotiated transactions from time to time, repaying outstanding debt and corporate acquisitions.

The sale of the notes and the repurchase of the shares of common stock are expected to close on March 10, 2010.

This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The notes and any priceline.com common stock issuable upon the conversion of the notes have not been registered under the Securities Act of 1933, as amended or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.

CONTACT: priceline.com Incorporated

Brian Ek

brian.ek@priceline.com

SOURCE: priceline.com Incorporated