Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


June 29, 2018

Date of Report (date of earliest event reported)


Overstock.com, Inc.

(Exact name of Registrant as specified in its charter)







(State or other jurisdiction of


(Commission File Number)


(I.R.S. Employer

incorporation or organization)




Identification Number)


799 West Coliseum Way

Midvale, Utah 84047

(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))


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   o


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.   o





Item 7.01  Regulation FD Disclosure.


On June 29, 2018 Overstock.com, Inc. (“Overstock”) issued a press release regarding a letter of intent signed by its majority-owned subsidiary, tZERO, with GSR Capital (GSR), a private equity firm organized under the laws of Hong Kong, to participate in tZERO’s Security Token Offering (STO).  The press release also states that tZERO has extended its STO to August 6, 2018. A copy of the press release is furnished as exhibit 99.1.


Item 9.01 Financial Statements and Exhibits






The following exhibit is furnished with this report:




Press Release issued June 29, 2018 by Overstock.


Special Cautionary Note Regarding Forward-Looking Statements


This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These forward-looking statements involve risks and uncertainties, and relate to future events or our future financial or operating performance. The forward-looking statements include all statements other than statements of historical fact, and include all statements in the tZERO press release about the possibility that GSR Capital will participate in tZERO’s Security Token Offering, the terms of any such participation and the use of any proceeds of any such participation.






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.










/s/ E. Glen Nickle



E. Glen Nickle



Vice President, Legal, and General Counsel



June 29, 2018