BED BATH & BEYOND, INC. — Capital/Financing Update 2011

Feb 3, 2011

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT*

*Pursuant to Section 13 or 15(d) of*

*the Securities Exchange Act of 1934*

Date of Report (date of earliest event reported) February 3, 2011 (February 1, 2011)

*Overstock.com, Inc.*

(Exact name of Registrant as specified in its charter)

Delaware	000-49799	87-0634302
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

*6350 South 3000 East*

*Salt Lake City, Utah 84121*

(Address of principal executive offices)

*(801) 947-3100*

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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*Item 8.01 Other Events.*

On February 1, 2011 the Board of Directors of the Company approved an approximately $10 million increase to the Company’s previously-announced debt repurchase program. With the increase, the Company may utilize up to $15 million after the date of the authorization to repurchase a portion of its 3.75% senior convertible notes due December 2011 (“Senior Notes”). The repurchases, if any, may be made through open market purchases or in private transactions. A copy of the press release issued by the Company relating to the increase is attached hereto as Exhibit 99.1 and is incorporated by reference.

*Item 9.01 Financial Statements and Exhibits*

The following exhibits are furnished with this report:

(d) *Exhibits* .

99.1 Press release issued February 3, 2011

Certain statements contained in this Form 8-K, including all statements other than statements of historical fact, may constitute “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding potential future repurchases of the Company’s Senior Notes. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010.

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*SIGNATURE*

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OVERSTOCK.COM, INC.
By:	/s/ Stephen J. Chesnut
	Stephen J. Chesnut
	Senior Vice President, Finance and Risk Management
Date:	February 3, 2011

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