Form 8-K
OVERSTOCK.COM, INC false 0001130713 0001130713 2021-11-15 2021-11-15

 

 

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

November 15, 2021

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

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

799 W. Coliseum Way

Midvale, Utah 84047

(Address of principal executive offices, including zip code)

(801) 947-3100

(Registrant’s telephone number, including area code)

Not Applicable

(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)

 

 

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

 

 

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

 

 

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:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   OSTK   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 15, 2021, 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 and its Series B Preferred Stock. The dividend is payable on December 16, 2021, to shareholders of record at the close of business on November 30, 2021. 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

(d) Exhibits

 

Exhibit
No.

  

Description of Exhibit

99.1    Press Release dated November 15, 2021
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

 

2


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/ E. Glen Nickle

  E. Glen Nickle
  Chief Legal Officer
Date:   November 15, 2021

 

3

EX-99.1

Exhibit 99.1

Overstock Announces Annual Cash Dividend for Series A-1 and Series B Preferred Stock

SALT LAKE CITYNovember 15, 2021 – The Board of Directors of Overstock.com, Inc. (NASDAQ:OSTK) has declared a regular annual cash dividend for 2021 of $0.16 per share to shareholders of Series A-1 Preferred Stock (tZERO ATS:OSTKO) and Series B Preferred Stock (OTCQX:OSTBP). The dividend will be payable on December 16, 2021 to shareholders of record as of the close of business on November 30, 2021.

“We are now in our fifth consecutive year of paying a cash dividend to our preferred shareholders,” said Jonathan Johnson, CEO of Overstock. “Our focus on sustainable, profitable market share growth continues to help Overstock grow with a united purpose. This dividend payment highlights both the value of our preferred shares 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 29, 2021 and may be confirmed on the OTCQZ website operated by OTC Markets once posted.

About Overstock

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, area rugs, bedding and bath, 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. In 2014, Overstock became the first major retailer to accept cryptocurrency as a form of payment and continues to do so. 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 forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 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 year ended December 31, 2020, which was filed with the SEC on February 26, 2021, in our Form 10-Q for the quarter ended March 31, 2021, which was filed with the SEC on May 6, 2021, in our Form 10-Q for the quarter ended June 30, 2021, which was filed with the SEC on August 5, 2021, in our Form 10-Q for the quarter ended September 30, 2021, which was filed with the SEC on October 28, 2021, and in our subsequent filing with the SEC.