Overstock.com, Inc. (OSTK) Files An 8-K Other Events
Item 8.01 Other Events
Overstock.com,Inc. (the Company) is making a rights offering (the
Rights Offering) under the Companys effective registration
statement on FormS-3 (File No.333-203607) and Prospectus
Supplement dated November14, 2016 filed to Rule424(b). The
expenses relating to the Rights Offering are estimated to be as
follows:
|
Securities and Exchange Commission registration fee |
$ |
58,100 |
||
|
Nasdaq Global Market listing fee |
|
|||
|
Accounting fees and expenses |
260,000 |
|||
|
Legal fees and expenses |
1,990,000 |
|||
|
Printing and engraving |
76,000 |
|||
|
Fees and expenses of the transfer agent or trustee |
72,000 |
|||
|
Miscellaneous |
40,500 |
|||
|
Total |
$ |
2,496,600 |
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed in connection with the Rights
Offering.
(d) Exhibits.
|
3.1 |
Formof Certificate of Designation for the Blockchain Voting |
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3.2 |
Formof Certificate of Designation for the Voting SeriesB |
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4.1 |
Formof Overstock.com,Inc. Subscription Rights Certificate. |
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4.2 |
Formof Stock Certificate for Voting SeriesB Preferred |
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4.3 |
Formof Registration Rights Agreement. |
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4.4 |
Formof Participating Affiliate Agreement (included in |
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5.1 |
Opinion of Bracewell LLP. |
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12.1 |
Statement regarding Computation of Ratio of Earnings to |
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23.1 |
Consent of Bracewell LLP (included in Exhibit5.1). |
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99.1 |
Formof Instructions as to Use of Overstock.com,Inc. |
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99.2 |
Formof Instructions for Exercise of Subscription Rights for |
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99.3 |
Formof Letter to Stockholders of Record. |
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99.4 |
Formof Letter to Foreign Stockholders of Record. |
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99.5 |
Formof Letter to Brokers and Other Nominee Holders. |
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99.6 |
Formof Letter to Clients of Brokers and Other Nominee |
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99.7 |
Rights Offering Summary for Subscription Portal. |
Certain statements contained in this Form8-K, including all
statements other than statements of historical fact, may
constitute forward-looking statements. In addition to the
uncertainty of all forward-looking information, there are
specific risks identified in the Companys Quarterly Report on
Form10-Q for the period ended September30, 2016 filed with the
SEC on November3, 2016 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
that 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.
About Overstock.com, Inc. (OSTK)