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

August 5, 2014
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
 
(Commission File Number)
 
(I.R.S. Employer
incorporation or organization)
 
 
 
Identification Number)

6350 South 3000 East
Salt Lake City, Utah 84121
(Address of principal executive offices)
 
(801) 947-3100
(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:
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 1.01 Entry into a Material Definitive Agreement.

On August 5, 2014, O.Com Land LLC, a wholly owned subsidiary of Overstock.com, Inc., entered into a First Amendment dated July 29, 2014 (the “First Amendment”) to a Purchase and Sale Agreement dated May 5, 2014 with Gardner Bingham Junction Holdings, L.C. and Arbor Bingham Junction Holdings, L.C. (the “Purchase Agreement”) relating to the potential purchase of real property located in the Salt Lake Valley. The Purchase Agreement is described in the Form 8-K previously filed by Overstock.com, Inc. on May 7, 2014. The First Amendment extends the Due Diligence Period (as defined in section 3 of the Purchase Agreement) to September 5, 2014.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits
10.1 First Amendment to Purchase and Sale Agreement, executed August 5, 2014 and dated July 29, 2014 .


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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/ MARK J. GRIFFIN
 
 
Mark J. Griffin
 
 
Senior Vice President, General Counsel and Corporate Secretary
 
Date:
August 6, 2014


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Exhibit 10.1

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “ Amendment ”), is made as effective of July 29, 2014, by and between GARDNER BINGHAM JUNCTION HOLDINGS, L.C., a Utah limited liability company (“ Gardner ”) and ARBOR BINGHAM JUNCTION HOLDINGS, L.C., a Utah limited liability company (“ Arbor ”; and together with Gardner, individually and collectively, as the context may require, “ Arbor Gardner ”), and O.COM Land, LLC, a Utah limited liability company, its successors and assigns (“ Overstock ”).

RECITALS :

A.      Arbor Gardner and Overstock previously entered into that certain Purchase and Sale Agreement, May 5, 2014 (the “ Purchase Agreement ”) pursuant to which Arbor Gardner agreed to sell, and Overstock agreed to purchase, the Property (as defined in the Purchase Agreement) on the terms set forth in the Purchase Agreement. All capitalized terms used but not otherwise defined herein shall have their meanings set forth in the Purchase Agreement.

B.      Overstock and Arbor Gardner desire to amend the Purchase Agreement to extend the Due Diligence Period.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties do hereby agree as follows:

1.      Extension of Feasibility Period . The Due Diligence Period is hereby extended to September 5, 2014.

2.      Entire Document . This Amendment contains the entire understanding of the parties and supersedes all prior oral or written understandings relating to the subject matter set forth herein.

3.      Counterpart Signatures . This Amendment may be executed in counterparts each of which shall be deemed an original. An executed counterpart of this Amendment transmitted by facsimile shall be equally as effective as a manually executed counterpart.

4.      Successors and Assigns . This Amendment shall inure for the benefit of and shall be binding on each of the parties and their respective successors and/or assigns.

5.      Ratification . In all respects, other than as specifically set forth in this Amendment, the Purchase Agreement shall remain unaffected by this Amendment and shall continue in full force and effect, subject to the terms and conditions thereof, and in the event of any conflict, inconsistency, or incongruity between the provisions of this Amendment and any provisions of the Purchase Agreement, the provisions of this Amendment shall in all respects govern and control.

6.      Authority . Each individual executing this Amendment does thereby represent and warrant to each other person so signing (and to each other entity for which such other person may be signing) that he or she has been duly authorized to deliver this Amendment in the capacity and for the entity set forth where she or he signs.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

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IN WITNESS WHEREOF , each of the parties has executed this Agreement.


ARBOR GARDNER:
GARDNER BINGHAM JUNCTION HOLDINGS, L.C., a Utah limited liability company, by its Manager
By:
KC Gardner Company, L.C., a Utah limited liability company
By:
/s/ CHRISTIAN GARDNER
 
 
Print Name:
Christian Gardner
 
 
Its:
Manager
 
 
ARBOR BINGHAM JUNCTION HOLDINGS, L.C., a Utah limited liability company, by its Manager
By:
Arbor Gardner Commercial Real Estate L.L.C., a Utah limited liability company
By:
/s/ CORY GUST
 
 
Print Name:
Cory Gust
 
 
Its:
Member / Manager
 
 


OVERSTOCK:
O.COM Land, LLC, a Utah limited liability company
By:
/s/ CARTER LEE
 
 
Print Name:
Carter Lee
 
 
Its:
Manager
 
 


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