SEC Company Response from BED BATH & BEYOND, INC. (NXH, BBBYW) (CIK 0001130713) (NXH) — Nov 24, 2015
BED BATH & BEYOND, INC. (NXH, BBBYW) (CIK 0001130713)
Date: Nov. 24, 2015 · CIK: 0001130713 · Accession: 0001104659-15-080964
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-207141
Letter
United States Securities and Exchange Commission Division of Corporation Finance Re: Overstock.com, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed November 6, 2015 File No. 333-207141
Dear Mr. Kennedy:
Following is the response of Overstock.com, Inc. (the “Company,” “we”, “us”, or “our”) to oral comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by telephone conference with Thomas W. Adkins of Bracewell & Giuliani LLP on November 16, 2015 regarding Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed with the Commission on November 6, 2015 (the “Form S-3”).
In response to the Staff’s request for further information regarding the persons that have or share voting or dispositive power with respect to the shares to be offered by SpeedRoute Technologies Inc. (“SpeedRoute”), we have revised footnote 2 to the table of selling stockholders on page 9 of the Form S-3 to reflect that only Ricardo O. Knight and Stephen G. Dickson, the directors of SpeedRoute, have or share such power and that no other person has or shares such power with respect to such shares.
At your request, in connection with our response to your comments on the pending registration statement, the Company acknowledges that:
· should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please direct any questions that you have with respect to the foregoing to the undersigned at (801) 947-3210 or to Thomas Adkins with Bracewell & Giuliani LLP at 512-542-2122.
Very truly yours,
/s/ Mitch Edwards
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CORRESP 1 filename1.htm Overstock.com, Inc. 6350 South 3000 East Salt Lake City, Utah 84121 By EDGAR and email November 24, 2015 Mr. Michael Kennedy Staff Attorney United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 100 F Street, NE Washington, D.C. 20549 Re: Overstock.com, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed November 6, 2015 File No. 333-207141 Dear Mr. Kennedy: Following is the response of Overstock.com, Inc. (the “Company,” “we”, “us”, or “our”) to oral comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by telephone conference with Thomas W. Adkins of Bracewell & Giuliani LLP on November 16, 2015 regarding Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed with the Commission on November 6, 2015 (the “Form S-3”). In response to the Staff’s request for further information regarding the persons that have or share voting or dispositive power with respect to the shares to be offered by SpeedRoute Technologies Inc. (“SpeedRoute”), we have revised footnote 2 to the table of selling stockholders on page 9 of the Form S-3 to reflect that only Ricardo O. Knight and Stephen G. Dickson, the directors of SpeedRoute, have or share such power and that no other person has or shares such power with respect to such shares. At your request, in connection with our response to your comments on the pending registration statement, the Company acknowledges that: · should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please direct any questions that you have with respect to the foregoing to the undersigned at (801) 947-3210 or to Thomas Adkins with Bracewell & Giuliani LLP at 512-542-2122. Very truly yours, /s/ Mitch Edwards Mitch Edwards Senior Vice President and General Counsel Overstock.com, Inc. 2