Current Report Filing (8-k)
June 29 2020 - 6:50AM
Edgar (US Regulatory)
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): June 26, 2020
Overstock.com,
Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
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000-49799
(Commission File Number)
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87-0634302
(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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OSTK
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NASDAQ Global Market
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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
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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. ¨
Item 8.01 Other Events.
On June 26, 2020, Overstock.com, Inc. (the “Company”
or “we”), in connection with an equity offering program under which the Company may
offer and sell, from time to time, shares of the Company’s
common stock, $.0001 per share (“Common Stock”), having an aggregate offering price of up to $150 million
(the “Offering”), the Company filed a prospectus supplement (the “Prospectus Supplement”) with the Securities
and Exchange Commission (the “SEC”). In connection with the Offering, the Company entered
into an amended and restated Capital on DemandTM Sales Agreement (as amended
and restated, the “Sales Agreement”) with JonesTrading Institutional Services LLC and D.A. Davidson & Co., as sales
agents (the “Sales Agents”).
Under the Sales Agreement, the Sales Agents may sell the Common
Stock by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 under the
Securities Act of 1933, as amended. We are not obligated to sell any shares of Common Stock under the Sales Agreement, and there
can be no assurance of the price or prices at which we may sell any shares under the Sales Agreement. The Offering will terminate
upon the sale of all shares subject to the Sales Agreement or termination of the Sales Agreement. We will pay the Sales Agents
a commission of up to 3.0% of the aggregate gross sales price of shares sold pursuant to the Sales Agreement. We have agreed to
reimburse the Sales Agents for certain specified expenses as provided in the Sales Agreement, and we have also agreed to provide
the Sales Agents with customary indemnification and contribution rights.
The shares of Common Stock will be issued pursuant to the Prospectus
Supplement and the Company’s Registration Statement on Form S-3 (File No. 333-239498) filed with the SEC and
effective as of June 26, 2020 (the “Registration Statement”). This Current Report shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of the Sales Agreement is not complete
and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K is being filed to file
certain documents in connection with the Offering as exhibits to the Registration Statement.
Item 9.01 Exhibits.
(d) Exhibits.
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: June 29, 2020
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By:
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/s/ E. Glen Nickle
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Name:
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E. Glen Nickle
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Title:
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Vice President, Legal and General Counsel
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