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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the year ended: December 31, 1999 Commission File No.: 0-25581
PRICELINE.COM INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE 0-25581 06-1528493
(State or other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
800 CONNECTICUT AVENUE,
NORWALK, CONNECTICUT 06584
(Address of Principal Office) (Zip Code)
Registrant's telephone number, including area code: (203) 299-8000
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Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, par value $0.008 per share
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. Yes |X| No |_|
Aggregate market value of voting stock held by non-affiliates
of the registrant as of March 10, 2000 ........................$5,664,836,331
Number of shares of common stock outstanding as of March 10,
2000 .......................................................... 170,115,752
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Annual Report on Form 10-K, to
the extent not set forth herein, is incorporated herein by reference from
the registrant's definitive proxy statement relating to the annual meeting
of stockholders to be held on April 24, 2000, which definitive proxy
statement was filed on March 27, 2000 with the Securities and Exchange
Commission.
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This amendment to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (the "Form 10-K") is being filed for
the purpose of including as an exhibit thereto the Participation Warrant
Agreement attached thereto as an exhibit.
In addition, the Registrant attaches a copy of Deloitte & Touche
LLP's auditors' report that was attached to the Registrant's financial
statements included in the Form 10-K. The electronically filed version of
Deloitte & Touche LLP's auditors' report unintentionally omitted Deloitte &
Touche LLP's conformed signature.
The Registrant hereby amends Item 14 of its Form 10-K filed as
follows:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(c) Exhibits
The exhibits listed below are filed as a part of this Annual Report
on Form 10-K.
EXHIBIT NUMBER DESCRIPTION
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10.11.7 Participation Warrant Agreement, dated as of November 17,
1999, between the Registrant and Delta Air Lines, Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
PRICELINE.COM INCORPORATED
By: /s/ Heidi G. Miller
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Name: Heidi G. Miller
Title: Chief Financial Officer
Date: September 15, 2000
