SEC Comment Letter for BED BATH & BEYOND, INC. (NXH, BBBYW) (CIK 0001130713) (NXH) — Aug 28, 2015
BED BATH & BEYOND, INC. (NXH, BBBYW) (CIK 0001130713)
Date: Aug. 28, 2015 · CIK: 0001130713 · Accession: 0000000000-15-043544
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 August 28, 2015 Patrick M. Byrne Chief Executive Officer Overstock.com, Inc. 6350 South 3000 East Salt Lake City, Utah 84121
Re: Overstock.com, Inc. Amendment No. 2 to Re gistration Statement on Form S -3 Filed Ju ly 31, 2015 File No. 3 33-203607
Dear Mr. Byrne :
We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an ame ndment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our refer ences to prior comments are to comments in our July 10, 2015 letter .
General
1. Please r evise your disclosure to include a discussion of the proprietary ledger , as you do in your response to comment 1 and in Appendix I. In doing so, please clarify who main tains this ledger and how it will be published . We presume that the proprietary ledger is the means by which the general public will have access to “robust and transparent trading data ,” to which you make reference on page 7.
2. Please revise Appendix I to separately depict the role of the purchasers of your securities .
3. We note your response to comment 3 and your indication that the TIGRCub bonds were “recorded as data embedded in the Bitcoin Blockchain,” however it is not clear to us how this occur red, considering no ATS was involved in this sale. Please explain who
Patrick M. Byrne Overstock.com, Inc. August 28, 2015 Page 2
recorded the TIGRCub bonds in the distributed ledger assuming validation of the proprietary ledger is required for unregistered offerings of digital securities.
4. We note your disclosure in your Quarterly Report on Form10 -Q filed on August 7, 2015 that you have developed a new financial product, the Preborrow Assured Token. Please provide us with a description of th is product and, in doing so, tell us whether it is considered a securit y as defined in the Securities Act of 1933 . Please also explain what you mean when you say on page 31 of your Form 10 -Q that “[PATs] are expected to be issued through Pro Securities, LLC ” (emphasis added).
Risks Applicable to Digital Securities Offerings, page 4
5. We note your revised disclosure on pages 5 and 36. Please discuss the risks of using the Bitcoin Blockchain to validate transactions . Also, describe the likelihood that the Bitcoin Blockchain will be used for this offering. In this regard, we note your disclosure on page 5 that “[y]ou are aware of other projects attempting to develop similar technology .”
6. We note your indication here that Pro Securities LLC currently has the operational capability to trade digital securities. Please state here, as you do in your response, that Pro Securities’ license to use the TØ technology is still in process and that no broker - dealers have completed the licensing process to use the TØ technology.
Digital Securities ATS, page 36
7. We note your response to comment 5. Revise here or elsewhere, as appropriate, to clarify that the ATS application process for purposes of trading digital securities is not complete.
You may contact Jennifer López, Staff Attorney, at (202) 551 -3792 or me at (202 ) 551 - 3720 with any other questions.
Sincerely,
/s/ Mara L. Ransom
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Mail Stop 3561 August 28, 2015 Patrick M. Byrne Chief Executive Officer Overstock.com, Inc. 6350 South 3000 East Salt Lake City, Utah 84121 Re: Overstock.com, Inc. Amendment No. 2 to Re gistration Statement on Form S -3 Filed Ju ly 31, 2015 File No. 3 33-203607 Dear Mr. Byrne : We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an ame ndment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our refer ences to prior comments are to comments in our July 10, 2015 letter . General 1. Please r evise your disclosure to include a discussion of the proprietary ledger , as you do in your response to comment 1 and in Appendix I. In doing so, please clarify who main tains this ledger and how it will be published . We presume that the proprietary ledger is the means by which the general public will have access to “robust and transparent trading data ,” to which you make reference on page 7. 2. Please revise Appendix I to separately depict the role of the purchasers of your securities . 3. We note your response to comment 3 and your indication that the TIGRCub bonds were “recorded as data embedded in the Bitcoin Blockchain,” however it is not clear to us how this occur red, considering no ATS was involved in this sale. Please explain who Patrick M. Byrne Overstock.com, Inc. August 28, 2015 Page 2 recorded the TIGRCub bonds in the distributed ledger assuming validation of the proprietary ledger is required for unregistered offerings of digital securities. 4. We note your disclosure in your Quarterly Report on Form10 -Q filed on August 7, 2015 that you have developed a new financial product, the Preborrow Assured Token. Please provide us with a description of th is product and, in doing so, tell us whether it is considered a securit y as defined in the Securities Act of 1933 . Please also explain what you mean when you say on page 31 of your Form 10 -Q that “[PATs] are expected to be issued through Pro Securities, LLC ” (emphasis added). Risks Applicable to Digital Securities Offerings, page 4 5. We note your revised disclosure on pages 5 and 36. Please discuss the risks of using the Bitcoin Blockchain to validate transactions . Also, describe the likelihood that the Bitcoin Blockchain will be used for this offering. In this regard, we note your disclosure on page 5 that “[y]ou are aware of other projects attempting to develop similar technology .” 6. We note your indication here that Pro Securities LLC currently has the operational capability to trade digital securities. Please state here, as you do in your response, that Pro Securities’ license to use the TØ technology is still in process and that no broker - dealers have completed the licensing process to use the TØ technology. Digital Securities ATS, page 36 7. We note your response to comment 5. Revise here or elsewhere, as appropriate, to clarify that the ATS application process for purposes of trading digital securities is not complete. You may contact Jennifer López, Staff Attorney, at (202) 551 -3792 or me at (202 ) 551 - 3720 with any other questions. Sincerely, /s/ Mara L. Ransom Mara L. Ransom Assistant Director Office of Consumer Products