-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FQHU7Xfez2YK2+nOZyhzBPldVZqHQNJfvTDy9SpqODJUvn7Q6i7Gkqy0JaDa59/O gNd/FZ6LHDOS3X6t1EKdUQ== 0000912057-02-039738.txt : 20021025 0000912057-02-039738.hdr.sgml : 20021025 20021025133356 ACCESSION NUMBER: 0000912057-02-039738 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021025 ITEM INFORMATION: Other events ITEM INFORMATION: FILED AS OF DATE: 20021025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OVERSTOCK COM INC CENTRAL INDEX KEY: 0001130713 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870634302 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49799 FILM NUMBER: 02798369 BUSINESS ADDRESS: STREET 1: 6322 SOUTH 3000 EAST STREET 2: STE 100 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 8019473100 MAIL ADDRESS: STREET 1: 6322 SOUTH 3000 EAST STREET 2: STE 100 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 8-K 1 a2091950z8-k.htm 8-K
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UNITED STATES
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

October 25, 2002
Date of Report (date of earliest event reported)

Overstock.com, Inc.
(Exact name of Registrant as specified in its charter)

Delaware   000-49799   87-0634302
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (I.R.S. Employer
Identification Number)

6322 South 3000 East, Suite 100
Salt Lake City, Utah 84121
(Address of principal executive offices)

(801) 947-3100
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)


Item 5. Other Events

        The attached Press Pelease is incorporated by reference herein.


Item 9. Regulation FD Disclosure

Exhibit Number
   Description
99.1   Press Release issued October 23, 2002.


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.


 
 
OVERSTOCK.COM, INC.

 
 
By:
 
/s/  JASON C. LINDSEY      
Jason C. Lindsey
Chief Financial Officer

 
 
Date:
 
October 25, 2002


EXHIBIT INDEX

Exhibit Number
   Description
99.1   Press Release issued October 23, 2002.



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SIGNATURE
EXHIBIT INDEX
 EX-99.1 3 a2091950zex-99_1.htm EX-99.1
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Exhibit 99.1

For Immediate Release   Investor Relations Contact:   Media Contact:
    Rich Paongo   Leslie A. Dotson
    801.947.3132   415.377.4414
    rpaongo@overstock.com   ladotson@earthlink.net

OVERSTOCK.COM ANNOUNCES BOARD OF DIRECTOR CHANGES TO
ACHIEVE MAJORITY INDEPENDENCE

        SALT LAKE CITY, UT—October 23, 2002—Overstock.com, Inc. (Nasdaq: OSTK), the Internet liquidation leader, today announced the resignation of three board of directors in order to make the majority of the company's board outside members.

        Overstock.com went public in May 2002 as a Nasdaq National Market System company with three independent directors on its seven-member board. With the resignation today of John J. Byrne, Jason C. Lindsey, who remains chief financial officer, and John B. Pettway, former secretary for the company, Overstock.com now has a four-member board with a majority of independent directors.    Patrick M. Byrne, president and CEO of Overstock.com, noted that Nasdaq's recent corporate governance proposals, if adopted, would require that a majority of Overstock.com's directors be independent of the company.    After accepting the resignations of Messrs. Byrne, Lindsey and Pettway from Overstock.com's board of directors, the board consists of:

    •
    Patrick M. Byrne, president and CEO of Overstock.com;

    •
    Gordon S. Macklin, former chairman of Hambrecht and Quist Group and former president of the NASD;

    •
    John A. Fisher, managing director of Fisher & Company LLC; and

    •
    Allison H. Abraham, former president of LifeMinders, Inc. and former COO of iVillage Inc.

    About Overstock.com

        Overstock.com delivers the best values for name-brand consumer merchandise. Since launching the site in October 1999, Overstock.com estimates that it has saved consumers well over $100 million off manufacturer suggested retail prices. Founded on the principles of fair dealing and value investing, Overstock.com is a publicly traded company, headquartered in Salt Lake City, Utah and can be found online at www.overstock.com.



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