Overstock.com, Inc. (NASDAQ:OSTK) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sale of Equity Securities
Overstock.com, Inc. (NASDAQ:OSTK) Files An 8-K Unregistered Sales of Equity Securities
The Exchange was conducted to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) contained in Section 3(a)(9) of the Securities Act on the basis that the Exchange constituted an exchange with existing holders of the Company’s securities and no commission or other remuneration was paid or given directly or indirectly to any party for soliciting such exchange. The Company has not filed a registration statement under the Securities Act or any other federal or state securities laws with respect to the Series A-1 Preferred Shares.
Item 3.03 Material Modification to Rights of Security Holders
On June 26, 2019, in connection with the completion of the Exchange, the Company filed the Series A-1 Certificate of Designation with the Delaware Secretary of State (the “Series A-1 Certificate of Designation”). The terms of each share of Series A-1 Preferred Stock are substantially identical in all material respects to the terms of the shares of Series A Preferred Stock, except that the new shares of Series A-1 Preferred Stock are not subject to all of the restrictions on ownership and related matters that applied to the shares of Series A Preferred Stock. The following restrictions are not applicable to new shares of Series A-1 Preferred Stock:
The foregoing description is qualified in its entirety by reference to the Series A-1 Certificate of Designation, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference into this Item 3.03.
The terms of each share of Series B Preferred Stock, issued by the Company to the Conversion, are substantially identical in all material respects to the terms of the shares of Series A Preferred Stock, except that the shares of Series B Preferred Stock are not subject to all of the terms and restrictions that applied to the shares of Series A Preferred Stock, as set forth in Item 3.03 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2016, which is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 5.03.
Item 7.01 Regulation FD Disclosure
On June 27, 2019, the Company issued a press release regarding the completion of the Exchange and various matters related thereto. A copy of the press release is filed with this report as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished with this report:
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OVERSTOCK.COM, INC Exhibit
EX-3.1 2 a31certificateofdesignation.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF DESIGNATION OFDIGITAL VOTING SERIES A-1 PREFERRED STOCKOFOVERSTOCK.COM,… To view the full exhibit click here
About Overstock.com, Inc. (NASDAQ:OSTK) Overstock.com, Inc. is an online retailer offering a range of merchandise, including furniture, home decor, bedding and bath, houseware, jewelry and watches, apparel and designer accessories, health and beauty products, electronics and computers, and sporting goods, among other products. The Company operates through two segments: direct business and partner business. Its direct business includes sales made to individual consumers and businesses. For the Company’s partner business, it sells merchandise from manufacturers, distributors and other suppliers. The Company also sells books, magazines, compact discs (CDs), digital versatile discs (DVDs) and video games under books, movies, music and games (BMMG) category. It sells these products through its Internet Websites located at www.overstock.com, www.o.co and www.o.biz. The Company offers approximately 877,000 non-BMMG products and 1.1 million BMMG products. |