UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 18, 2019
Overstock.com, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-49799 |
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87-0634302 |
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(State of incorporation) |
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(Commission File Number) |
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(IRS Employer |
799 W. Coliseum Way
Midvale, Utah 84047
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code): (801) 947-3100
Not Applicable
(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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which |
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Common Stock, $0.0001 par value |
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OSTK |
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NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
On November 18, 2019, Overstock.com, Inc. (the “Company”) issued a press release announcing that its Board of Directors (the “Board”) has declared a cash dividend payable on shares of both its Digital Voting Series A-1 Preferred Stock as well as its Voting Series B Preferred Stock. The dividend is payable on December 16, 2019, to shareholders of record at the close of business on November 29, 2019. A copy of the press release is filed with this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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SIGNATURE
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.
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OVERSTOCK.COM, INC. | |
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Date: November 18, 2019 |
By: |
/s/ E. Glen Nickle |
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Name: E. Glen Nickle |
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Title: Vice President, Legal and General Counsel |
Media Contact:
pr@overstock.com
Investor Contact:
ir@overstock.com
Overstock Announces Annual Cash Dividend for Series A-1 and Series B Preferred Stock
SALT LAKE CITY — November 18, 2019 — The Board of Directors of Overstock.com, Inc. (NASDAQ:OSTK) has declared a regular annual cash dividend for 2019 of $0.16 per share on the company’s Voting Series A-1 Preferred Stock and of $0.16 per share on its Voting Series B Preferred Stock. Each dividend will be payable on December 16, 2019 to shareholders of record at the close of business on November 29, 2019.
“This marks the third year we have paid a cash dividend to our preferred shareholders, and underscores the value of our preferred shares,” said Overstock CEO Jonathan Johnson. “We have never missed a dividend payment on our preferred shares. As previously announced, we will be seeking shareholder approval to facilitate a digital dividend of Series A-1 shares to holders of common, Series A-1, and Series B shares. Series A-1 shares received as part of the digital dividend would be eligible for any future annual cash dividends that are paid on the Series A-1 shares.”
The ex-dividend date for the Series B Preferred dividend is expected to be November 27, 2019. Holders and potential investors in the Series B Preferred shares may confirm the ex-dividend date for the Series B Preferred dividend on the OTCQX website operated by OTC Markets when posted.
This cash dividend is in addition to the company’s previously announced Series A-1 Preferred Digital Dividend.
About Overstock.com
Overstock.com, Inc Common Shares (NASDAQ:OSTK) / Digital Voting Series A-1 Preferred Stock (Medici Ventures’ tZERO platform:OSTKO) / Series B Preferred (OTCQX:OSTBP) is an online retailer and technology company based in Salt Lake City, Utah. Its leading e-commerce website sells a broad range of new products at low prices, including furniture, décor, rugs, bedding, home improvement, and more. The online shopping site, which is visited by nearly 40 million customers a month, also features a marketplace providing customers access to millions of products from third-party sellers. Overstock was the first major retailer to accept cryptocurrency in 2014, and in the same year founded Medici Ventures, its wholly-owned subsidiary developing and accelerating blockchain technologies to democratize capital, eliminate middlemen, and re-humanize commerce. Overstock regularly posts information about the company and other related matters on the Newsroom and Investor Relations pages on its website, Overstock.com.
O, Overstock.com, O.com, Club O, Main Street Revolution, and Worldstock are registered trademarks of Overstock.com, Inc. O.biz and Space Shift are also trademarks of Overstock.com, Inc. Other service marks, trademarks and trade names which may be referred to herein are the property of their respective owners.
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This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company’s Form 10-Q for the quarter ended September 30, 2019, which was filed with the SEC on November 12, 2019, and any subsequent filings with the SEC.
SOURCE: Overstock.com, Inc.