SEC Comment Letter for BED BATH & BEYOND, INC. (NXH, BBBYW) (CIK 0001130713) (NXH) — Dec 26, 2018
BED BATH & BEYOND, INC. (NXH, BBBYW) (CIK 0001130713)
Date: Dec. 26, 2018 · CIK: 0001130713 · Accession: 0000000000-18-039208
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-49799
Letter
December 26, 2018 Gregory J. Iverson Chief Financial Officer OVERSTOCK.COM, INC 799 West Coliseum Way Midvale, Utah 84047 Re:OVERSTOCK.COM, INC Form 10-K For the Fiscal Year ended December 31, 2017 Filed March 15, 2018 File No. 000-49799 Dear Mr. Iverson: We have reviewed your filing 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K For the Fiscal Year ended December 31, 2017 General 1.We note your disclosure on page 37 of your Form 10-K that "tZERO expects to develop a new trading platform for the tZERO Security Tokens it plans to issue in connection with its security token offering and for use by other companies that issue tokens treated as securities, but it is only in the preliminary stages of development of the new trading platform," and your disclosure on page 40 that "tZERO is only in the preliminary stages of development of the Token Trading System and may not successfully develop, market and launch any Token Trading System." We also note the disclosure in your Form 10-Q for the period ended June 30, 2018 that "tZERO has recently entered into a joint venture with BOX Digital Market LLC to develop a national securities exchange with regulatory approvals that would enable the exchange to trade security tokens." As of your most recent Form 10-Q for the period ended September 30, 2018, it appeared that the trading platform for tZERO Security Tokens, any token trading system, and the national securities
FirstName LastNameGregory J. Iverson Comapany NameOVERSTOCK.COM, INC December 26, 2018 Page 2 FirstName LastName Gregory J. Iverson OVERSTOCK.COM, INC December 26, 2018 Page 2 exchange for tokens were in the preliminary stages of development. However, in your Form 8-K filed December 17, your letter to shareholders indicates that "you are wrapping up development of the security token trading platform in the next couple of weeks, and, subject to finalizing regulatory review, plan to unveil it to the world early in the new year." Please tell us the status of any token trading platform or system, including a detailed discussion of the platform's stage of development, any required regulatory approvals or registrations and clarify the date(s) by which you expect any platforms to be operational and for what purpose(s). Please do the same with respect to your plans for the national securities exchange to trade security tokens. Note 2. Accounting Policies Noncontrolling interests, page 110 2.We note that tZERO launched a security token offering of the right to acquire, if issued in the future, tZERO Preferred Equity Tokens through a Simple Agreement for Future Equity ("SAFE"). Please tell us how you determined that the SAFE qualified as an equity classified financial instrument presented within noncontrolling interest. Also tell us and disclose in future filings the pertinent rights and privileges of the SAFE and, if known, Preferred Equity Tokens and how you determine the profit or loss attributable to the noncontrolling interest. See ASC 505-10-50-3. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Yong Kim, Staff Accountant, at 202-551-3323 or Andrew Blume, Staff Accountant, at 202-551-3254 if you have questions regarding comments on the financial statements and related matters. Please contact Katherine Bagley, Staff Attorney, at 202-551- 2545 or Mara Ransom, Assistant Director, at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Consumer Products
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December 26, 2018
Gregory J. Iverson
Chief Financial Officer
OVERSTOCK.COM, INC
799 West Coliseum Way
Midvale, Utah 84047
Re:OVERSTOCK.COM, INC
Form 10-K For the Fiscal Year ended December 31, 2017
Filed March 15, 2018
File No. 000-49799
Dear Mr. Iverson:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K For the Fiscal Year ended December 31, 2017
General
1.We note your disclosure on page 37 of your Form 10-K that "tZERO expects to develop a
new trading platform for the tZERO Security Tokens it plans to issue in connection with
its security token offering and for use by other companies that issue tokens treated as
securities, but it is only in the preliminary stages of development of the new trading
platform," and your disclosure on page 40 that "tZERO is only in the preliminary stages of
development of the Token Trading System and may not successfully develop, market and
launch any Token Trading System." We also note the disclosure in your Form 10-Q for
the period ended June 30, 2018 that "tZERO has recently entered into a joint venture with
BOX Digital Market LLC to develop a national securities exchange with regulatory
approvals that would enable the exchange to trade security tokens." As of your most
recent Form 10-Q for the period ended September 30, 2018, it appeared that the trading
platform for tZERO Security Tokens, any token trading system, and the national securities
FirstName LastNameGregory J. Iverson
Comapany NameOVERSTOCK.COM, INC
December 26, 2018 Page 2
FirstName LastName
Gregory J. Iverson
OVERSTOCK.COM, INC
December 26, 2018
Page 2
exchange for tokens were in the preliminary stages of development. However, in your
Form 8-K filed December 17, your letter to shareholders indicates that "you are wrapping
up development of the security token trading platform in the next couple of weeks, and,
subject to finalizing regulatory review, plan to unveil it to the world early in the new
year." Please tell us the status of any token trading platform or system, including a
detailed discussion of the platform's stage of development, any required regulatory
approvals or registrations and clarify the date(s) by which you expect any platforms to be
operational and for what purpose(s). Please do the same with respect to your plans for the
national securities exchange to trade security tokens.
Note 2. Accounting Policies
Noncontrolling interests, page 110
2.We note that tZERO launched a security token offering of the right to acquire, if issued in
the future, tZERO Preferred Equity Tokens through a Simple Agreement for Future
Equity ("SAFE"). Please tell us how you determined that the SAFE qualified as an equity
classified financial instrument presented within noncontrolling interest. Also tell us and
disclose in future filings the pertinent rights and privileges of the SAFE and, if known,
Preferred Equity Tokens and how you determine the profit or loss attributable to the
noncontrolling interest. See ASC 505-10-50-3.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Yong Kim, Staff Accountant, at 202-551-3323 or Andrew Blume, Staff
Accountant, at 202-551-3254 if you have questions regarding comments on the financial
statements and related matters. Please contact Katherine Bagley, Staff Attorney, at 202-551-
2545 or Mara Ransom, Assistant Director, at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products