8-K

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

February 1, 2007

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	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

6350 South 3000 East

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)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02                    Termination of a Material Definitive Agreement.

On February 1, 2007, Overstock.com, Inc. (the “Company”) entered into a Colocation Center Termination Agreement (the “Termination Agreement”) which terminated the Colocation Center Agreement dated July 1, 2005 between the Company and OMTek, LLC, as lessor (the “Colocation Agreement”), effective December 29, 2006.  The Colocation Agreement had provided for the lease of approximately 11,289 rentable square feet in the Old Mill Corporation Center II in Salt Lake City, Utah, for a term of ten years.  The Company has determined that the space covered by the Colocation Agreement is not necessary to the Company’s operations.  The Company paid approximately $5.5 million to OMTek, LLC in connection with the execution of the Termination Agreement.

The Company is a party to a commercial lease agreement with an affiliate of OMTek, LLC relating to the lease of the Company’s headquarters.

Reference is hereby made to the terms of the Termination Agreement, a copy of which is filed herewith as Exhibit 10.1, for additional information regarding the terms of the Termination Agreement.

Item 9.01                    Financial Statements and Exhibits

(d)      Exhibits.                                10.1         Colocation Center Termination Agreement executed   

                                                                                                                February 1, 2007 and effective December 29, 2006

Certain statements contained in this Form 8-K include statements that are “forward-looking statements.” There are risks that the Company faces that could cause actual results to be materially different from those that may be set forth in forward-looking statements made by the Company. There also may be additional risks that the Company does not presently know or that it currently believes are immaterial which could also impair its business and results of operations. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 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 Annual Report on Form 10-K for the year ended December 31, 2005 and in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006.

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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.

OVERSTOCK.COM, INC.
By:	/s/ David Chidester
	David Chidester
	Senior Vice President, Finance
Date: February 5, 2007

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EX-10.1

Exhibit 10.1

COLOCATION CENTER TERMINATION AGREEMENT

THIS COLOCATION CENTER TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of the 29th day of December, 2006, by and between OMTek, LLC, a Utah limited liability company, (“Lessor”) and Overstock.com, Inc., a Delaware corporation, (“Lessee”).

R E C I T A L S:

A.  Lessor and Lessee entered into a Colocation Center Agreement dated July 1, 2005 (the “Colocation Agreement”) with respect to certain premises on the first floor of the building known as Old Mill Corporate Center II (the “Building”) consisting of 11,289 rentable square feet and 9,567 useable square feet (the “Premises”).

B.  Lessee desires to terminate the Colocation Agreement, and Lessor is willing to terminate the Colocation Agreement on the terms and conditions set forth hereinafter.

NOW, THEREFORE, in consideration of their mutual promises and covenants set forth hereinafter, the parties agree as follows:

1.  Termination of Colocation Agreement.  Lessor and Lessee hereby agree that the Colocation Agreement shall be terminated effective as of the date hereof, subject to the terms and conditions of this Termination Agreement.

2.  Termination Payment.  As consideration for termination of the Colocation Agreement, Lessee shall pay to Lessor the sum of Five Million Four Hundred Ninety-Nine Thousand Four Hundred Six and 88/100s Dollars ($5,499,406.88) (the “Termination Amount”) on or before February 1, 2007.

Any amount not paid when due or within five (5) days thereafter shall be subject to a late charge in the amount of five percent (5%) of the delinquent amount.  Further, any payment not paid when due shall bear interest at the rate of twelve percent (12%) per annum from the date five (5) days after the due date.  Any late charge shall bear interest at the rate of twelve percent (12%) per annum from the date five (5) days after the due date.

3.  Failure to Pay Termination Amount.  Notwithstanding any other provision herein, in the event Lessee fails to pay the entire Termination Amount, this Termination Agreement shall be null and void; and any amounts paid by Lessee shall be credited against rent owed under the Colocation Agreement.

4.  Termination of Possession.  Lessee shall terminate its possession of the Premises on or before April 30, 2007.  In the event Lessee is unable to terminate its possession of the Premises on or before April 30, 2007, Lessee shall give Lessor not less than fifteen (15) days written notice in which Lessee specifies the date by which it will terminate its possession of the Premises; and in such event Lessee shall be entitled to occupy the Premises through the date

specified in the notice.  During any period of time that Lessee occupies the Premises after April 30, 2007, Lessee shall reimburse Lessor for the actual costs incurred by Lessor as a result of Lessee’s continued possession of the Premises.  Such reimbursement shall be due and payable within ten (10) days after Lessor gives Lessee written notice of the amount of such costs.  Until Lessee terminates its possession of the Premises, all terms and conditions of the Colocation Agreement other than the provisions of Sections 1.2 (Term) and 3.1 (Rent) shall apply.  Lessee shall surrender possession of the Premises to Lessor in good order and condition in accordance with the provisions of Section 16.2 of the Colocation Agreement.  Lessee shall be responsible for any damages to the Premises or the Building caused by Lessee, its employees, agents or invitees.

5.  Release of Lessee’s Obligations.  Subject to the provisions of this Termination Agreement, Lessor hereby forever releases, discharges, acquits and forgives Lessee and its shareholders, directors, officers, employees and agents from any and all claims, suits, actions, demands, liabilities and proceedings of every nature and description arising from the beginning of time to the date of these presents, arising out of under the Colocation Agreement.

6.  Release of Lessor’s Obligations.  Subject to the provisions of this Termination Agreement, Lessee hereby forever releases, discharges, acquits and forgives Lessor and its managers, members, officers, employees and agents from any and all claims, suits, actions, demands, liabilities and proceedings of every nature and description arising from the beginning of time to the date of these presents, arising out of under the Colocation Agreement.  Lessee acknowledges that Lessee will not be entitled to any remaining credits under the Colocation Agreement.

7.  Notices.  Any notice given to Lessor shall be in writing and delivered personally to the manager of Lessor or deposited in the United States mail, postage prepaid, certified, return receipt requested, addressed to Lessor at 6322 South 3000 East, Suite 120, Salt Lake City, Utah 84121.  Any notice given to Lessee shall be in writing and delivered personally to an officer of Lessee or deposited in the United States mail, postage prepaid, certified, return receipt requested, addressed to Lessee at 6350 South 3000 East, Salt Lake City, Utah 84121.  Any notice given by mail shall be deemed to have been received four (4) days after its mailing.

8.  Attorneys’ Fees.  If either Lessor or Lessee shall obtain legal counsel or bring an action against the other by reason of the breach of any covenant, warranty or condition hereof, or otherwise arising out of this Termination Agreement, the unsuccessful party shall pay to the prevailing party reasonable attorneys’ fees, which shall be payable whether or not any action is prosecuted to judgment.  The term “prevailing party” shall include, without limitation, a party who obtains legal counsel or brings an action against the other by reason of the other’s breach or default and obtains substantially the relief sought, whether by compromise, settlement or judgment.

9.  Successors and Assigns.  This Termination Agreement and all provisions, covenants and conditions thereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the day and year first above written.

Lessor:		Lessee:
OMTek, LLC		Overstock.com, Inc.
By:	/s/ Richard N. Beckstrand	By:	/s/ Jason C. Lindsey
Its:	Manager	Its:	President & COO

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