Overstock.com 8-K 2007
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
June 6, 2007
Date of Report (date of earliest event reported)
(Exact name of Registrant as specified in its charter)
6350 South 3000 East
Salt Lake City, Utah 84121
(Address of principal executive offices)
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On June 6, 2007 the Board of Directors of Overstock.com, Inc. (the Company) appointed Mr. Joseph J. Tabacco to the Companys Board of Directors. Mr. Tabacco has also been appointed to serve on the Audit and Compensation Committees.
Mr. Tabacco is the managing partner of the San Francisco office of the law firm of Berman DeValerio Pease Tabacco Burt & Pucillo. Neither Mr. Tabacco nor his law firm have ever provided any services for or been compensated by the Company.
As a director, Mr. Tabacco will be paid a quarterly fee of $5,000, and with other members of the Board of Directors will likely receive periodic grants of stock options under the Companys 2005 Equity Incentive Plan. The Company also has entered into or intends to enter into an indemnification agreement in customary form with Mr. Tabacco, as it has done with each of its other directors.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. 99.1 Press Release dated June 6, 2007.
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 Companys Annual Report on Form 10-K for the year ended December 31, 2006 and in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
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.