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.

 

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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

 

 

Name: Jeffery H. Boyd

 

 

Title: President and Chief Executive Officer

 

 

Date:  March 4, 2010

 

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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.

 

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