







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





April 16, 2019

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 West 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: 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). o 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.





















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

(e) On April 16, 2019, the Board of Directors of Medici Ventures, Inc. ("Medici"), a wholly owned subsidiary of the registrant, Overstock.com, Inc. ("Overstock"), approved an amendment (the "Amendment") of the Medici Ventures, Inc. 2017 Stock Option Plan (the "Plan"). The Plan provides for the grant of options to purchase Medici common stock to Medici employees, directors, and consultants, including Overstock's founder and Chief Executive Officer Patrick M. Byrne and Jonathan E. Johnson III, who serves as President of Medici and is on the Board of Directors for Overstock.





The Amendment amends the Plan to allow 30,000 additional shares of Medici's common stock to be allocated under the Plan, increasing the number of Medici shares allocated under the Plan from 100,000 to 130,000.





Item 9.01 Financial Statements and Exhibits





(d) Exhibits





The following exhibit is furnished with this report:

10.1 Amendment No. 1 to the Medici Ventures, Inc. 2017 Stock Option Plan





















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 Vice President, Legal, and General Counsel Date: April 22, 2019





























Exhibit 10.1









AMENDMENT NO. 1 TO THE

MEDICI VENTURES, INC.

2017 STOCK OPTION PLAN

THIS AMENDMENT NO. 1 to the Medici Ventures, Inc. (the “ Company ”) 2017 Stock Option Plan (the “ Plan ”) amends the Plan as set forth below effective as of the date approved by the Company’s Board of Directors. All capitalized terms not specifically defined in this Amendment shall have the meanings provided to them in the Plan.





WHEREAS , Company, a Company organized under the laws of Delaware, originally adopted the Plan on July 26, 2017,

WHEREAS , the Board of Directors of the Company (the “ Board ”) may, at any time, amend the Plan,





WHEREAS , in a meeting of the Board on December 18, 2018, the Board determined that in order to attract and retain talent it is advantageous to the Company to amend the Plan to allow for additional shares of the Company’s Common Stock to be allocated under the Plan;





NOW, THEREFORE , the Plan is hereby amended as follows:





1. Section 4(a) of the Plan is hereby canceled and replaced with the following:





(a) Subject to adjustment in accordance with Section 10, a total of 130,000 shares of the authorized shares of Common Stock shall be available for the grant of Awards under the Plan. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.





2. Except as expressly set forth in this Amendment, all other terms and conditions set forth in the Plan shall remain in full force and effect. Capitalized terms used and not defined herein shall have the meanings set forth in the Plan.





This Amendment has been adopted by the Board as of April 16, 2019.











