Filed by Expedia, Inc.
Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Expedia, Inc.
Commission File No. 333-175828
Subject Company: TripAdvisor, Inc.
Commission File No. 333-175828-01
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) November 30, 2011
EXPEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51447 | 20-2705720 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
333 108th Avenue NE
Bellevue, Washington 98004
(Address of principal executive offices) (Zip code)
(425) 679-7200
Registrant’s telephone number, including area code
Not Applicable
(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:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On November 30, 2011, the Compensation Committee of the Board of Directors of Expedia, Inc. approved the award of an option to purchase 250,000 shares of Expedia common stock to Stephen Kaufer, the President and Chief Executive Officer of Expedia’s TripAdvisor subsidiary. The option was granted pursuant to the Expedia, Inc. Amended and Restated 2005 Stock and Annual Incentive Plan and will vest annually over four years, subject to completion of the previously announced spin-off of the TripAdvisor Media Group businesses from Expedia, Inc.
-2-
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.
| EXPEDIA, INC. | ||
| By: | /s/ Lance A. Soliday | |
| Lance A. Soliday | ||
| Chief Accounting Officer and Controller | ||
Dated: December 1, 2011
-3-