SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 10, 2020
Date of Report (date of earliest event reported)
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
(Commission File Number)
incorporation or organization)
799 W. Coliseum Way
Midvale, Utah 84047
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(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.0001 par value per share
NASDAQ Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On November 10, 2020, Overstock.com, Inc. issued a press release announcing that its Board of Directors has declared a cash dividend payable on shares of both its Series A-1 Preferred Stock as well as its Series B Preferred Stock. The dividend is payable on December 16, 2020, to shareholders of record at the close of business on November 30, 2020. A copy of the press release is filed with this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Exhibits
Description of Exhibit
Press Release dated November 10, 2020
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)
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.
/s/ E. Glen Nickle
E. Glen Nickle
Vice President, Legal, and General Counsel
November 10, 2020
Overstock Announces Annual Cash Dividend for Series A-1 and Series B Preferred Stock
SALT LAKE CITY - Nov. 10, 2020 - The Board of Directors of Overstock.com, Inc. (NASDAQ:OSTK) has declared a regular annual cash dividend for 2020 of $0.16 per share on the company’s Series A-1 and Series B Preferred Stock. The dividend will be payable on December 16, 2020 to shareholders of record as of the close of business on November 30, 2020.
“This is the fourth consecutive year in which we have paid a cash dividend to our preferred shareholders,” said Overstock CEO Jonathan Johnson. “This is the largest amount of cash we have ever paid out in a dividend, and it illustrates the value of our preferred shares. The cash dividend underscores our desire to provide real value to shareholders and the strength of our balance sheet.”
The ex-dividend date for the Series A-1 and Series B Preferred Stock is expected to be November 27, 2020, and may be confirmed on the OTCQZ website operated by OTC Markets once posted.
Overstock.com, Inc. Common Stock (NASDAQ:OSTK) / Series A-1 Preferred Stock (tZERO ATS:OSTKO) / Series B Preferred Stock (OTCQX:OSTBP) is an online retailer and technology company based in Salt Lake City, Utah. Its leading e-commerce website sells a broad range of new home products at low prices, including furniture, décor, rugs, bedding, home improvement, and more. The online shopping site, which is visited by tens of millions of customers a month, also features a marketplace providing customers access to millions of products from third-party sellers. Overstock was the first major retailer to accept cryptocurrency in 2014, and in the same year founded Medici Ventures, its wholly owned subsidiary dedicated to the development and acceleration of blockchain technologies to democratize capital, eliminate middlemen, and re-humanize commerce. Overstock regularly posts information about the Company and other related matters on the Newsroom and Investor Relations pages on its website, Overstock.com.
O, Overstock.com, O.com, Club O, and Worldstock are registered trademarks of Overstock.com, Inc. Other service marks, trademarks and trade names which may be referred to herein are the property of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding the dividend and ex-dividend date. 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 fiscal year ended December 31, 2019, which was filed with the SEC on March 13, 2020, in our Form 10-Q for the quarter ended March 31, 2020, which was filed with the SEC on May 7, 2020, in our Form 10-Q for the quarter ended June 30, 2020, which was filed with the SEC on August 6, 2020, in our Form 10-Q for the quarter ended September 30, 2020, which was filed with the SEC on November 5, 2020, and in our subsequent filings with the SEC.