Overstock.com 2012 Annual Report Download - page 111

Table of Contents



Minimum future payments under naming rights agreement as of December 31, 2012, are as follows (in thousands):

From time to time, we are involved in litigation concerning consumer protection, employment, intellectual property and other commercial matters
related to the conduct and operation of our business and the sale of products on our Website. In connection with such litigation, we may be subject to
significant damages. In some instances other parties may have contractual indemnification obligations to us. However, such contractual obligations may
prove unenforceable or non-collectible, and in the event we cannot enforce or collect on indemnification obligations, we may bear the full responsibility
for damages, fees and costs resulting from such litigation. We may also be subject to penalties and equitable remedies that could force us to alter
important business practices. Such litigation could be costly and time consuming and could divert or distract our management and key personnel from
our business operations. Due to the uncertainty of litigation and depending on the amount and the timing, an unfavorable resolution of some or all of
these matters could materially affect our business, results of operations, financial position, or cash flows.
On February 2, 2007, along with five shareholder plaintiffs, we filed a lawsuit in the Superior Court of California, County of San Francisco
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., and later amended the complaint to add Lehman Brothers Holdings Inc. as a defendant. The suit alleged that the defendants, who
controlled over 80% of the prime brokerage market, participated in an illegal stock market manipulation scheme and that the defendants had no intention
of covering short sell orders with borrowed stock, as they are required to do, causing what are referred to as "fails to deliver" and that the defendants'
actions caused and continued to cause dramatic declines in the share price of our stock and that the amount of "fails to deliver" often exceeded our entire
supply of outstanding shares. The suit accused the defendants of violations of California securities laws and common law and violations of California's
Unfair Business Practices Act. After it filed for bankruptcy on September 2008, we elected not to pursue our claims against Lehman Brothers Holdings.
On July 23, 2009, the court sustained defendants' demurrer to our amended causes of action for conversion and trespass to chattels. On December 15,
2010, we and the other plaintiffs in the case entered into a settlement agreement with certain of the defendants requiring these defendants to pay in the
aggregate $4.5 million to plaintiffs. Other terms of settlement are confidential. At that time, remaining defendants in the suit were Goldman Sachs
F-24
   
2013 $ 1,273
2014 1,311
2015 1,351
2016 1,391
2017 —
Thereafter —
$ 5,326