Overstock.com 2007 Annual Report Download - page 38

our company or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company.
The price of our stock may be vulnerable to manipulation.
We have filed an unfair business practice lawsuit against Gradient Analytics, Rocker Partners, L.P. and others, alleging that the defendants have
conspired to denigrate Overstock's business for personal profit, as well as an amended complaint alleging additional causes of action and articulating in
greater detail the allegations against the defendants. We have also filed an unfair business practice lawsuit against Morgan Stanley & Co. Incorporated,
Goldman Sachs & Co., Bear Stearns Companies, Inc., Bank of America Securities LLC, Bank of New York, Citigroup Inc., Credit Suisse (USA) Inc.,
Deutsche Bank Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith, Inc., and UBS Financial Services, Inc. In September 2007, we filed an amended
complaint adding Lehman Brothers Holdings Inc. as an additional defendant and articulating in greater detail the allegations against the defendants. We
believe that the defendants in both of these lawsuits have engaged in unlawful actions and have caused substantial harm to Overstock, and that certain of the
defendants have made efforts to drive the market price of Overstock's common stock down. To the extent that the defendants or other persons engage in any
such actions or take any other actions to interfere with or destroy or harm Overstock's existing and/or prospective business relationships with its suppliers,
bankers, customers, lenders, investors, prospective investors or others, our business, prospects, financial condition and results of operation may suffer, and the
price of our common stock may be more volatile than it might otherwise be and/or may trade at prices below those that might prevail in the absence of any
such efforts.
Our stock has consistently been on the Regulation SHO threshold list.
Regulation SHO requires the stock exchanges to publish daily a list of companies whose stock has failures-to-deliver above a certain threshold. It also
requires mandatory close-outs for open fail-to-deliver positions in threshold securities persisting for over 13 days, with the aim that no security would appear
on the threshold for any extended period. Despite that aim, we have consistently appeared on the Regulation SHO threshold list and have been on the list for
more trading days than any other company.
Any investment in our securities involves a high degree of risk. Investors should consider carefully the risks and uncertainties described above, and all
other information in this Form 10-K and in any reports we file with the SEC after we file this Form 10-K, before deciding whether to purchase or hold our
securities. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also become important factors that may
harm our business. The occurrence of any of the risks described in this Form 10-K could harm our business. The trading price of our securities could decline
due to any of these risks and uncertainties, and investors may lose part or all of their investment.
Available Information
Our Internet website address is http://www.overstock.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of
charge through our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our Internet
website and the information contained therein or connected thereto are not a part of or incorporated into this Annual Report on Form 10-K.
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