SEC Comment Letter for BED BATH & BEYOND, INC. (NXH, BBBYW) (CIK 0001130713) (NXH) — Aug 12, 2010
BED BATH & BEYOND, INC. (NXH, BBBYW) (CIK 0001130713)
Date: Aug. 12, 2010 · CIK: 0001130713 · Accession: 0000000000-10-046226
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-49799, 333-166871
Referenced dates: August 4, 2010
Letter
Re: Overstock.com, Inc. Registration Statement on Form S-1 Filed June 17, 2010 File Number 333-166871 Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 31, 2010 Form 10-Q for the Fiscal Quarter Ended June 30, 2010 Filed August 5, 2010 File No. 000-49799 Dear Mr. Johnson: We have reviewed the response in your A ugust 4, 2010 to our letter dated August 4, 2010 and we have the following comments. Please respond to this letter by amending your registration statement and providi ng the requested information.
August 12, 2010
Jonathan E. Johnson III President Overstock.com, Inc. 6350 South 3000 East Salt Lake City, Utah 84121
Please respond to the comments directed to your Exchange Act reports within ten business days by amending your filings, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendments to your f ilings and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1
1. Please revise your incorporation by reference section to include your Form 10-Q for the fiscal quarter ended June 30, 2010.
Jonathan E. Johnson, III Overstock, Inc. August 12, 2010 Page 2
Form 10-Q for the Quarter Ended June 30, 2010
6. Commitments and Con tingencies, page 16
2. Please refer to your disclosure of the Ohio Department of Taxation matter where you state you received a letter of determination in which you owe $612,784 in taxes, interest, and penalties as of June 30, 2009. Please revise your disclosure to update th e status and related amount through the current period, or advise. 3. Please tell us and disclose your accounting policy for legal fees and clarify if your accrual for $1.1 million includes these fees. Refer to FASB ASC 450-20-S50-2. 4. Please expand your disclosure of the class action filed on March 10, 2009 to state the amount of damages sought. Refer to FASB ASC 450-20-55-36.
You may contact Robert Babul a, Staff Accountant, at ( 202) 551-3339 or in his absence Donna Di Silvio, Senior Staff Accountant, at (202) 551-3202 if you have questions regarding comments on the financial statements and related ma tters. Please contact Robert W. Errett, Staff Attorney, at (202) 551-3225, or Mara Ransom, Lega l Branch Chief, at (202) 551-3264, or me at (202) 551-3720 with any other questions.
S i n c e r e l y , H. Christopher Owings A s s i s t a n t D i r e c t o r
cc: Thomas W. Adkins Bracewell & Giuliani LLP via facsimile
Show Raw Text
August 12, 2010
Jonathan E. Johnson III President Overstock.com, Inc. 6350 South 3000 East Salt Lake City, Utah 84121
Re: Overstock.com, Inc. Registration Statement on Form S-1 Filed June 17, 2010 File Number 333-166871
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 31, 2010 Form 10-Q for the Fiscal Quarter Ended June 30, 2010
Filed August 5, 2010
File No. 000-49799
Dear Mr. Johnson:
We have reviewed the response in your A ugust 4, 2010 to our letter dated August 4, 2010
and we have the following comments. Please respond to this letter by amending your registration statement and providi ng the requested information.
Please respond to the comments directed to your Exchange Act reports within ten business
days by amending your filings, by providing the requested information, or by advising us when you
will provide the requested response. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we may have additional comments.
Registration Statement on Form S-1
1. Please revise your incorporation by reference section to include your Form 10-Q for the
fiscal quarter ended June 30, 2010.
Jonathan E. Johnson, III
Overstock, Inc. August 12, 2010 Page 2
Form 10-Q for the Quarter Ended June 30, 2010
6. Commitments and Con tingencies, page 16
2. Please refer to your disclosure of the Ohio Department of Taxation matter where you state
you received a letter of determination in which you owe $612,784 in taxes, interest, and
penalties as of June 30, 2009. Please revise your disclosure to update th e status and related
amount through the current period, or advise.
3. Please tell us and disclose your accounting policy for legal fees and clarify if your accrual for
$1.1 million includes these fees. Refer to FASB ASC 450-20-S50-2.
4. Please expand your disclosure of the class action filed on March 10, 2009 to state the amount
of damages sought. Refer to FASB ASC 450-20-55-36.
You may contact Robert Babul a, Staff Accountant, at ( 202) 551-3339 or in his absence
Donna Di Silvio, Senior Staff Accountant, at (202) 551-3202 if you have questions regarding
comments on the financial statements and related ma tters. Please contact Robert W. Errett, Staff
Attorney, at (202) 551-3225, or Mara Ransom, Lega l Branch Chief, at (202) 551-3264, or me at
(202) 551-3720 with any other questions.
S i n c e r e l y , H. Christopher Owings A s s i s t a n t D i r e c t o r
cc: Thomas W. Adkins Bracewell & Giuliani LLP
via facsimile