10-K/A 1 a2122016z10-ka.txt 10-K/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-K/A (Amendment No. 1) AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- For the year ended: December 31, 2001 Commission File No.: 0-25581 priceline.com Incorporated (Exact name of Registrant as specified in its charter) DELAWARE 06-1528493 (State or other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 800 CONNECTICUT AVENUE NORWALK, CONNECTICUT 06854 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (203) 299-8000 --------------- Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $0.008 per share --------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No ? Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes |X| No | | The aggregate market value of common stock held by non-affiliates of priceline.com as of June 30, 2003 was approximately $671 million based upon the closing price reported for such date on the Nasdaq National Market. For purposes of this disclosure, shares of common stock held by persons who are known by priceline.com to own more than 5% of the outstanding shares of common stock on June 30, 2003 and shares held by executive officers and directors of priceline.com on June 30, 2003 have been excluded because such persons may be deemed to be affiliates of priceline.com. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of priceline.com's common stock was 38,290,883 as of November 4, 2003. ================================================================================ DOCUMENTS INCORPORATED BY REFERENCE None. ----------- EXPLANATORY NOTE This amendment to priceline.com Incorporated's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the "priceline.com 10-K"), as filed by priceline.com on March 29, 2002, is being filed for the purpose of amending the information required by Part III, Item 13 of Form 10-K. INDEX PART III Item 13. Certain Relationships and Related Transactions....................3 Item 15. Exhibits..........................................................4 Signatures ..................................................................5 Certifications.................................................................7 2 PART III ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS WORLDSPAN Paul J. Blackney, who stepped down as a Director of priceline.com in May 2002, was the President and Chief Executive Officer of Worldspan, L.P., a global travel distribution system ("GDS") when priceline.com and Worldspan entered into the Subscriber Entity Agreement, dated October 1, 2001 (the "Subscriber Entity Agreement"), and the Amendment to the Worldspan Subscriber Entity Agreement (the "First Amendment"), each described below. Worldspan was, and continues to be, priceline.com's only GDS for booking travel reservations for its customers. Under the Subscriber Entity Agreement, Worldspan agrees to supply priceline.com with computer hardware, software and services that enable priceline.com to book travel reservations and print airline tickets. The aggregate monthly fees for such hardware, software and services are approximately $180,000, but the Subscriber Entity Agreement provides for a 100% discount to priceline.com of such monthly fees so long as priceline.com generates a minimum of 28,250 bookings through the Worldspan GDS. The Subscriber Entity Agreement had a term of sixty-six months. Pursuant to the First Amendment, priceline.com was required to generate at least 65% of its bookings in the United States and Canada through the Worldspan GDS. Failure to meet this obligation would have entitled Worldspan to terminate the agreement and made priceline.com liable to Worldspan for liquidated damages up to a cap of $25 million. Worldspan was required to pay priceline.com an incentive payment for each booking generated by priceline.com through the Worldspan GDS. In addition, priceline.com would have been entitled to certain additional incentives of up to $3.3 million in the event priceline.com achieved various aggregate booking targets during the term of the agreement. Each of the Subscriber Entity Agreement and the First Amendment were negotiated at arms length, meaning on commercially reasonable terms that priceline.com believes would have also been agreed to by unrelated third parties. Effective April 1, 2003, priceline.com entered into the Second Amendment to the Worldspan Subscriber Entity Agreement (the "Second Amendment") with Worldspan which was negotiated after the departure of Mr. Blackney from our Board of Directors. The Second Amendment amends the Subscriber Entity Agreement and supersedes the First Amendment. 3 ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.71 Subscriber Entity Agreement, dated October 1, 2001, by and between Worldspan, L.P. and priceline.com Incorporated. 10.72 Amendment to the Worldspan Subscriber Entity Agreement, dated October 1, 2001, by and between Worldspan, L.P. and priceline.com Incorporated. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. PRICELINE.COM INCORPORATED By: /s/ Jeffery H. Boyd ----------------------------------- Name: Jeffery H. Boyd Title: Chief Executive Officer Date: November 5, 2003 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffery H. Boyd, Robert J. Mylod Jr. and Peter J. Millones, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities and Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with this Amendment to Annual Report on Form 10-K/A and any and all amendments hereto, as fully and for all intents and purposes as he or she might do or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Richard S. Braddock Chairman November 5, 2003 ----------------------------- and Director Richard S. Braddock /s/ Jeffery H. Boyd President, Chief Executive Officer and November 5, 2003 ----------------------------- Director (Principal Executive Officer) Jeffery H. Boyd /s/ Thomas P. D'Angelo Chief Accounting Officer and Controller November 5, 2003 ----------------------------- (Principal Accounting Officer) Thomas P. D'Angelo 5 SIGNATURE TITLE DATE --------- ----- ---- /s/ Robert J. Mylod Jr. Chief Financial Officer November 5, 2003 ----------------------------- (Principal Financial Officer) Robert J. Mylod Jr. /s/ Ralph M. Bahna Director November 5, 2003 ----------------------------- Ralph M. Bahna Director November , 2003 ----------------------------- Howard W. Barker, Jr. /s/ Jeffrey E. Epstein Director November 5, 2003 ----------------------------- Jeffrey E. Epstein /s/ Patricia L. Francy Director November 5, 2003 ----------------------------- Patricia L. Francy Director November , 2003 ----------------------------- Edmond Tak Cheun Ip Director November , 2003 ----------------------------- Dominic Kai Ming Lai Director November , 2003 ----------------------------- Marshall Loeb /s/ Nancy B. Peretsman Director November 5, 2003 ----------------------------- Nancy B. Peretsman Director November , 2003 ----------------------------- Ian F. Wade
6 CERTIFICATIONS I, Jeffery H. Boyd, certify that: 1. I have reviewed the amendment of the Annual Report (the "Amended Annual Report") on Form 10-K of priceline.com Incorporated (the "Registrant"); and 2. Based on my knowledge, this Amended Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amended Annual Report. Dated: November 5, 2003 /s/ Jeffery H. Boyd -------------------------------------- Name: Jeffery H. Boyd Title: President & Chief Executive Officer 7 CERTIFICATIONS I, Robert J. Mylod, Jr., certify that: 1. I have reviewed the amendment to the Annual Report (the "Amended Annual Report") on Form 10-K of priceline.com Incorporated (the "Registrant"); and 2. Based on my knowledge, this Amended Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amended Annual Report. Dated: November 5, 2003 /s/ Robert J. Mylod, Jr. ------------------------------------ Name: Robert J. Mylod, Jr. Title: Chief Financial Officer 8