OVERSTOCK.COM, INC FORM 8-K. (Current report filing) Filed 03/11/14 for the Period Ending 03/06/14

Transcription

1 OVERSTOCK.COM, INC FORM 8-K (Current report filing) Filed 03/11/14 for the Period Ending 03/06/14 Address 6350 SOUTH 3000 EAST SALT LAKE CITY, UT Telephone CIK Symbol OSTK SIC Code Catalog and Mail-Order Houses Industry Retail (Catalog & Mail Order) Sector Services Fiscal Year 12/31 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 6, 2014 Date of Report (date of earliest event reported) Overstock.com, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 6350 South 3000 East Salt Lake City, Utah (Address of principal executive offices) (801) (Registrant s 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item 1.01 Entry into a Material Definitive Agreement. On March 6, 2014, Overstock.com, Inc. (the Company ) entered into a fifth amendment (the Amendment ) to a lease agreement (the Lease ) with Old Mill Corporate Center III, LLC. The Amendment covers all but 2,000 square feet of the Company s current corporate headquarters building, located at 6350 South 3000 East, Salt Lake City, Utah. The Amendment extends the Lease through January 31, Under the Amendment, monthly base rent beginning July 1, 2015 will be $250,196.60, escalating by three percent (3%) on July 1, 2016 to 257, per month. The Company will pay operating expenses at the rate of $8.20 per square foot per year during the extension period. Also on March 6, 2014, the Company entered into a first amendment (the Colocation Amendment ) to a colocation center lease agreement (the Colocation Lease ) with OMTek, LLC. The Colocation Amendment covers the 2,000 square feet of the Company s current corporate headquarters building not covered by the Amendment. The Colocation Amendment extends the Colocation Lease through January 31, Under the Colocation Amendment, monthly base rent beginning July 1, 2015 will be $22,173.33, escalating by three percent (3%) on July 1, 2016 to 22, per month. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information in Item 1.01 is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are furnished with this report: 10.1 Old Mill Corporate Center Fifth Amendment to the Lease Agreement by and between Old Mill Corporate Center III, LLC and other related parties and Overstock.com, Inc. dated March 6, Old Mill Corporate Center First Amendment to the Colocation Center Agreement by and between OMTek, LLC and Overstock.com, Inc. dated March 6,

4 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/ ROBERT P. HUGHES Robert P. Hughes Senior Vice President, Finance and Risk Management Date: March 11,

5 OLD MILL CORPORATE CENTER FIFTH AMENDMENT TO THE LEASE AGREEMENT THIS AMENDMENT (this Amendment ) is made and entered into this 6th day of March, 2014 by and between Old Mill Corporate Center III, LLC and other related parties (collectively Lessor ) and Overstock.com, Inc. ( Lessee ). RECITALS: A. Lessee is currently leasing from Lessor floors 1 (with the exception of a data center consisting of 2,000 square feet, which Lessee is leasing from OMTek, LLC), 2, 3, 4, 5 and 6, consisting of 128,172 rentable square feet (the Total Space ), in the Old Mill Corporation Center III Building located at 6350 South 3000 East, Cottonwood Heights, Salt Lake County, Utah pursuant to a Lease Agreement dated January 23, 2002 (the Lease ), as amended and extended pursuant to four subsequent amendments. B. Lessor and Lessee desire to extend the Lease as set forth hereinafter: NOW, THEREFORE, in consideration of their mutual promises and covenants set forth hereinafter, the parties agree as follows: 1. Extension of the Lease. The Lease for the Total Space shall be extended through January 31, Base Rent. Base Rent for the Total Space shall be $250, per month commencing on July 1, Base Rent Escalation. Base Rent shall escalate by three percent (3%) on July 1, 2016 to $257, per month. 4. Operating Expenses. Lessee will pay its proportionate share of the Operating Expenses. The Operating Expenses for 2013 are anticipated at $8.20 per rsf per year. Lessee shall pay its share of Operating Expenses on a monthly basis. Operating Expenses will be reconciled annually. 5. Tenant Improvements. Lessee accepts the space as-is. 6. Parking. Lessee shall have the right to use parking consistent with current agreements. Lessor retains the right to re-designate the location of parking within the campus. Parking is by permit only. 7. Real Estate Commission. Lessor and Lessee warrant that neither party is represented by an outside real estate broker or agent in connection with this Fifth Amendment to the Lease. Lessor represents and warrants that it hasn t paid any commissions associated with Lessee s Lease or amendments thereto. 8. Provisions of Lease. Except as specifically modified by this Fifth Amendment, all of the provisions of the Lease, as previously amended, shall remain in full force effect. IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to Lease Agreement as of the day and year first above written. LESSOR: LESSEE: Old Mill Corporate Center III, LLC Overstock.com, Inc. By and through its manager, Old Mill Corporate Center III Management Corporation By /s/ Richard M. Beckstrand By /s/ Jonathan E. Johnson III Its: Manager Its: Executive Vice Chairman

6 OLD MILL CORPORATE CENTER FIRST AMENDMENT TO THE COLOCATION CENTER AGREEMENT THIS AMENDMENT (this Amendment ) is made and entered into this 6th day of March, 2014 by and between OMTek, LLC ( Lessor ) and Overstock.com, Inc. ( Lessee ). RECITALS: A. Lessor (formerly known as Old Mill Technology Center, L.L.C.) and Lessee previously entered into a Colocation Center Agreement dated December 1, 2004, for approximately 2,000 square feet in the Old Mill Corporate Center III Building (the Premises ) located at 6350 South 3000 East, Cottonwood Heights, Salt Lake County, Utah ( the Lease ). B. Lessor and Lessee desire to extend the Lease as set forth hereinafter: NOW, THEREFORE, in consideration of their mutual promises and covenants set forth hereinafter, the parties agree as follows: 1. Extension of the Lease. The Lease shall be extended through January 31, Base Rent. Rent shall be decreased to $22, per month commencing on July 1, Base Rent Escalation. Rent shall escalate by three percent (3%) on July 1, 2016 to $22, per month. 4. Tenant Improvements. Lessee accepts the Premises as-is. Lessee acknowledges and agrees that upon execution of the First Amendment Lessor will not provide the maintenance, monitoring, or other services that are required to operate the Premises as a data center. Old Mill Corporate Center III, LLC will provide the same services to the Premises that it provides the rest of the space in the Old Mill Corporate Center III Building. Lessee further acknowledges that in exchange for this Amendment and decrease in Base Rent, Lessee will be responsible for its share of the building operating expenses and all electrical charges incurred in its use of the Premises beginning on July 1, Real Estate Commission. Lessor and Lessee warrant that neither party is represented by an outside real estate broker or agent in connection with this First Amendment to the Lease. Lessor represents and warrants that it hasn t paid any commissions associated with Lessee s Lease or amendments thereto. 6. Provisions of Lease. Except as specifically modified by this First Amendment, all of the provisions of the Lease, as previously amended, shall remain in full force effect. IN WITNESS WHEREOF, the parties have executed this First Amendment to the Colocation Center Agreement as of the day and year first above written. LESSOR: LESSEE: OMTek, LLC Overstock.com, Inc. By /s/ Richard M. Beckstrand By /s/ Jonathan E. Johnson III Its: Manager Its: Executive Vice Chairman