Overstock Announces Filing of Definitive Proxy Statement for Special Shareholders Meeting
December 24 2019 - 9:00AM
Overstock.com, Inc. (NASDAQ:OSTK) has filed the definitive proxy
statement regarding the shareholder vote on changes to its
certificate of incorporation to facilitate its previously announced
proposed dividend of Digital Voting Series A-1 Preferred Stock
(“Series A-1 Preferred”).
“With this filing, we are another step closer to the issuance of
a dividend of shares of Series A-1 Preferred,” said Overstock CEO
Jonathan Johnson. “I continue to look forward to our shareholders’
chance to voice their support for this dividend in February. I am
eager for the company to be able to issue the proposed OSTKO Series
A-1 Preferred dividend in March.”
As previously announced, the company is seeking shareholder
approval to change the terms of the Certificates of Designation for
its Digital Voting Series A-1 Preferred Stock, OSTKO, and Voting
Series B Preferred Stock. Shareholders will vote on whether to
reallocate the number of preferred shares in order to pay the
dividend on a 1:10 basis and to remove restrictions regarding the
holding of digital shares. The company anticipates registering
the Series A-1 Preferred with the SEC under the Securities Act
of 1933 so that the Series A-1 Preferred will be freely tradable by
non-affiliates upon distribution.
The proxy vote date, which was first announced during
Overstock’s Q3 2019 earnings call, will be held on February
13, 2020.
The company will continue to provide updates on the proposed
dividend, and all other company matters, on
its Newsroom and Investor Relations pages as
they become available.
About Overstock.comOverstock.com,
Inc Common Shares (NASDAQ:OSTK) / Digital Voting Series A-1
Preferred Stock (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.
Investor NoticeThis press release does not
constitute an offer to sell or a solicitation of an offer to buy
the Series A-1 Preferred and no offer, solicitation or sale of the
Series A-1 Preferred shall be made in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. This press release is being issued pursuant
to and in accordance with Rule 134 under the Securities Act of
1933, as amended. Offers, solicitations and sales of the Digital
Voting Series A-1 Preferred Stock will be made only by means of a
prospectus supplement and the accompanying prospectus, forming a
part of an effective registration statement.
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, including but not limited to our
expectations regarding the declaration and payment of a dividend in
shares of Series A-1 Preferred and the registration of the Series
A-1 Preferred under the Securities Act of 1933. 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 definitive proxy statement dated
December 23, 2019, as well as in the Company’s Form 10-K for the
year ended December 31, 2018, Form 10-Q for the quarter ended March
31, 2019, Form 10-Q for the quarter ended June 30, 2019, and Form
10-Q for the quarter ended September 30, 2019, which were filed
with the Securities and Exchange Commission on March 18, 2019, May
9, 2019, August 8, 2019, and November 12, 2019, respectively, and
in the Company’s subsequent filings with the Securities and
Exchange Commission.
SOURCE: Overstock.com, Inc.
Media Contact:pr@overstock.com
Investor Contact:ir@overstock.com
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