ostk-20230906

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

SEPTEMBER 6, 2023

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)

799 W. Coliseum Way

Midvale, Utah 84047

(Address of principal executive offices)

(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. ☐

Explanatory Note

This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K filed on September 11, 2023 (the “Original Filing”) by Overstock.com, Inc. dba Bed Bath & Beyond (the “Company”). As disclosed in the Original Filing, Angela Hsu, the former Chief Marketing Officer of the Company, resigned on September 6, 2023. This Report is made for the sole purpose of reporting payments Ms. Hsu will receive in connection with her resignation under the Company’s Key Employee Severance Plan.

Item 5.02. Departure of Directors or certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously disclosed, Ms. Hsu resigned from her position as the Company’s Chief Marketing Officer on September 6, 2023. In connection with her resignation, Ms. Hsu executed a Severance Agreement and Release (“Release”) on October 3, 2023, as contemplated by the Company’s Key Employee Severance Plan. Pursuant to the terms of the Key Employee Severance Plan, and in consideration of her execution of the Release in a form contemplated thereby, Ms. Hsu will receive the following: (a) a lump sum payment in the amount of $224,583, less applicable payroll deductions, and (b) vesting of restricted stock units previously granted to Ms. Hsu that are scheduled to vest, according to their original vesting schedule, within the seven-months after the date of her resignation, or by April 6, 2024.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.			Description of Exhibit
104			The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document

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:	October 6, 2023