SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
IAC/INTERACTIVECORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 59-2712887
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
IDENTIFICATION NUMBER)
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: / /
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: /X/
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS
FORM RELATES: 333-124303
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
(TITLE OF EACH CLASS)
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
--------------------------------------- ------------------------------
COMMON STOCK, PAR VALUE $0.001 THE NASDAQ NATIONAL MARKET
WARRANTS TO PURCHASE ONE HALF OF ONE SHARE THE NASDAQ NATIONAL MARKET
OF COMMON STOCK, PAR VALUE $0.001
WARRANTS TO PURCHASE 0.969375 SHARES OF THE NASDAQ NATIONAL MARKET
COMMON STOCK, PAR VALUE $0.001
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
IAC/InterActiveCorp, a Delaware corporation ("IAC"), filed
registration statements on Form 8-A pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended, (1) on January 22, 2003 relating to the
issuance of shares of common stock, par value $0.01 per share, of IAC ("IAC
common stock"), (2) on February 1, 2002, relating to the issuance of warrants to
purchase one share of common stock (the "IACIW Warrants") and (3) on August 6,
2003, relating to the issuance of warrants to purchase 1.93875 shares of IAC
common stock (the "IACIZ Warrants"). In connection with the spin-off (the
"Spin-Off") of Expedia, Inc. from IAC, IAC effectuated a one-for-two reverse
stock split and reclassified its shares of common stock and Class B common
stock, changing the per share par value of IAC common stock and Class B common
stock from $0.01 to $0.001. This Form 8-A/A amends and restates the registration
statements listed above, each in its entirety, to describe the IAC common stock,
IACIW Warrants and IACIZ Warrants following the completion of the Spin-Off.
IAC COMMON STOCK
In general, the holders of IAC common stock will vote together as a
single class with the holders of IAC Class B common stock and IAC Series B
preferred stock on all matters, including the election of directors; provided,
however, that the holders of IAC common stock, acting as a single class, are
entitled to elect twenty-five percent (25%) of the total number of directors,
rounded up to the next whole number in the event of a fraction. Each outstanding
share of IAC common stock entitles the holder to one vote when voting separately
as a class, and one vote when voting together as a single group with the holders
of IAC Class B common stock and IAC Series B preferred stock. The IAC
certificate of incorporation does not provide for cumulative voting in the
election of directors. Subject to any preferential rights of any outstanding
series of IAC preferred stock created by the IAC Board of Directors from time to
time, the holders of IAC common stock will be entitled, share for share with the
holders of the Class B common stock, to such dividends as may be declared from
time to time by the IAC Board of Directors from funds legally available for the
payment of dividends, and, upon liquidation, dissolution or winding up, will be
entitled to receive pro rata, share for share with the holders of the Class B
common stock, all assets available for distribution after payment of a proper
amount to the holders of any series of preferred stock that may be issued in the
future.
Pursuant to an Amended and Restated Governance Agreement, dated August
9, 2005, by and among IAC, Liberty Media Corporation ("Liberty") and Barry
Diller, Liberty has a preemptive right to maintain its percentage equity
interest in IAC in the event IAC issues or proposes to issue additional common
shares. This preemptive right generally provides that Liberty may elect to
purchase a number of IAC shares so that its percentage equity interest in IAC
immediately after an IAC issuance of shares would be the same as immediately
before such issuance (but not in excess of 20.01%). The purchase price for IAC
shares pursuant to a preemptive right election is generally based upon the fair
market value (as defined in the Amended and Restated Governance Agreement) of
the IAC shares purchased.
IAC CLASS B COMMON STOCK
In general, the holders of Class B common stock will vote together as
a single class with the holders of IAC common stock and IAC Series B preferred
stock on all matters, including the election of directors. The holders of IAC
Class B common stock are entitled to one vote when voting separately as a class,
and ten votes when voting together as a single group with the holders of IAC
common stock and IAC Series B preferred stock. The IAC certificate of
incorporation does not provide for cumulative voting in the election of
directors. Subject to any preferential rights of any outstanding series of IAC
preferred stock created by the IAC Board of Directors from time to time, the
holders of IAC Class B common stock will be entitled, share for share with the
holders of the IAC common stock, to such dividends as may be declared from time
to time by the IAC Board of Directors from funds legally available for the
payment of dividends, and, upon liquidation, dissolution or winding up, will be
entitled to receive pro rata, share for share with the holders of the IAC common
stock, all assets available for distribution after payment of a proper amount to
the holders of any series of preferred stock that may be issued in the future.
IAC PREFERRED STOCK
IAC's Board of Directors has the authority to designate, by
resolution, the powers, preferences, rights and qualifications, limitations and
restrictions of the preferred stock without any further vote or action by the
stockholders. Any shares of preferred stock so issued would have priority over
shares of IAC common stock and shares of IAC Class B common stock with respect
to dividend or liquidation rights or both.
IAC has outstanding approximately 850 shares of IAC preferred stock,
par value $0.01 per share, "Series B Cumulative Convertible Preferred Stock,"
each having a $27.77 face value and a maturity date of 2022. Each share of IAC
Series B preferred stock is convertible, at the option of the holder at any
time, into that number of shares of IAC common stock equal to the quotient
obtained by dividing $27.77 by the conversion price per share of IAC common
stock. The conversion price is initially equal to $37.48 per share of IAC common
stock and is subject to downward adjustment if the price of IAC common stock
exceeds $38.98 at the time of conversion pursuant to a formula set forth in the
certificate of designation for the IAC Series B preferred stock. Shares of IAC
Series B preferred stock may be put to IAC on the fifth, seventh, tenth and
fifteenth anniversary of February 4, 2002 for cash or stock at IAC's option. IAC
also has the right to redeem the shares of IAC Series B preferred stock for cash
or stock commencing on the tenth anniversary of February 4, 2002. In the event
of a voluntary or involuntary liquidation, dissolution or winding-up of IAC,
holders of IAC Series B preferred stock will be entitled to receive, in
preference to any holder of IAC common stock or IAC Class B common stock, an
amount per share equal to all accrued and unpaid dividends plus the greater of
(a) face value, or (b) the liquidating distribution that would be received had
such holder converted the IAC Series B preferred stock into IAC common stock
immediately prior to the liquidation, dissolution or winding-up of IAC.
ANTI-TAKEOVER PROVISIONS IN IAC'S BYLAWS
IAC's bylaws contain provisions that could delay or make more
difficult the acquisition of IAC by means of a hostile tender offer, open market
purchases, a proxy contest or otherwise. In addition, IAC's bylaws provide that,
subject to the rights of holders of IAC preferred stock, only IAC's Chairman of
the Board of Directors or a majority of IAC's Board of Directors may call a
special meeting of stockholders.
EFFECT OF DELAWARE ANTI-TAKEOVER STATUTE
IAC is subject to Section 203 of the Delaware General Corporation Law,
or the DGCL, which regulates corporate acquisitions. Section 203 generally
prevents corporations from engaging in a business combination with any
interested stockholder for three years following the date that the stockholder
became an interested stockholder, unless that business combination has been
approved in one of a number of specific ways. For purposes of Section 203, a
"business combination" includes, among other things, a merger or consolidation
involving IAC and the interested stockholder and a sale of more than 10% of
IAC's assets. In general, the anti-takeover law defines an "interested
stockholder" as any entity or person beneficially owning 15% or more of a
company's outstanding voting stock and any entity or person affiliated with or
controlling or controlled by that entity or person. A Delaware corporation may
"opt out" of Section 203 with an express provision in its original certificate
of incorporation or an express provision in its certificate of incorporation or
bylaws resulting from amendments approved by holders of at least a majority of a
corporation's outstanding voting shares. The IAC Board of Directors has
previously approved for purposes of Section 203 certain transactions among Barry
Diller and Liberty and their respective affiliates and associates and IAC, which
transactions may have resulted in Mr. Diller and/or Liberty becoming an
"interested shareholder" of IAC. Other than with respect to the foregoing, IAC
has not "opted out" of the provisions of Section 203.
ACTION BY WRITTEN CONSENT
Under the DGCL, unless a company's certificate of incorporation
expressly prohibits action by the written consent of stockholders, any action
required or permitted to be taken by its stockholders at a duly called annual or
special meeting may be taken by a consent in writing executed by stockholders
possessing the requisite votes for the action to be taken. IAC's certificate of
incorporation does not expressly prohibit action by the written consent of
stockholders. As a result, Mr. Diller, who currently controls a majority of the
outstanding total voting power of IAC, will be able to take any action to be
taken by stockholders without the necessity of holding a stockholders meeting
(other than with respect to the election by the holders of shares of IAC common
stock of 25% of the members of IAC's Board of Directors and certain matters as
to which a separate class vote of the holders of shares of IAC common stock or
IAC Series B preferred stock is required).
TRANSFER AGENT
The transfer agent for the shares of IAC common stock following the
spin-off will be The Bank of New York.
2
IACIW WARRANTS
IACIW Warrants have been issued under a warrant agreement between IAC
and The Bank of New York, as warrant agent.
Each IACIW Warrant entitles its holder to purchase one half of one
share of IAC common stock at an exercise price equal to $19.49 per warrant. The
exercise price must be paid in cash. Each IACIW Warrant may be exercised on any
business day on or prior to February 4, 2009. Any IACIW Warrant not exercised
before that date will become void, and all rights of the holder of the IACIW
Warrant will cease. Holders of IACIW Warrants will not be entitled, by virtue of
being such holders, to any rights of holders of IAC common stock until they
exercise their warrants. The IACIW Warrants are not subject to redemption.
The number of shares of IAC common stock issuable upon exercise of the
IACIW Warrants and the exercise price of the IACIW Warrants will be subject to
adjustment from time to time upon the occurrence of any of the following events:
any stock split; any stock consolidation, combination or subdivision; any stock
dividend or other distribution; and any repurchase, reclassification,
recapitalization or reorganization and certain distributions of rights, warrants
or evidences of indebtedness or assets.
IAC will not issue fractional shares of IAC common stock upon exercise
of an IACIW Warrant. Instead of issuing a fractional share of IAC common stock
which would otherwise be deliverable upon the exercise of an IACIW Warrant, IAC
will pay the holder of such IACIW Warrant an amount in cash based on the closing
price of IAC common stock as of the exercise date of the IACIW Warrant.
IAC will keep in reserve at all times before the expiration date of
the IACIW Warrants sufficient authorized but unissued shares of IAC common stock
for issuance in the event of exercises by the holders of IACIW Warrants.
In addition, the IACIW Warrants and any shares of IAC common stock
issued upon exercise of the IACIW Warrants have been registered under the
Securities Act of 1933, as amended.
STOCKHOLDER IACIZ WARRANTS
Certain IACIZ Warrants (the "Stockholder IACIZ Warrants") have been
issued under a stockholder equity warrant agreement between IAC and Mellon
Investor Services LLC, as warrant agent.
Each Stockholder IACIZ Warrant entitles its holder to purchase
0.969375 shares of IAC common stock at an exercise price equal to $14.44.
The exercise price must be paid in cash. Each Stockholder IACIZ
Warrant may be exercised on any business day on or prior to February 4, 2009.
Any Stockholder IACIZ Warrant not exercised before that date will become void,
and all rights of the holder of the Stockholder IACIZ Warrant will cease.
Holders of Stockholder IACIZ Warrants will not be entitled, by virtue of being
such holders, to any rights of holders of IAC common stock until they exercise
their warrants. The Stockholder IACIZ Warrants are not subject to redemption.
The number of shares of IAC common stock issuable upon exercise of the
Stockholder IACIZ Warrants and the exercise price of the Stockholder IACIZ
Warrants will be subject to adjustment from time to time upon the occurrence of
any of the following events: any stock split; any stock consolidation,
combination or subdivision; any stock dividend or other distribution; and any
repurchase, reclassification, recapitalization or reorganization; and certain
distributions of rights, warrants or evidences of indebtedness or assets.
IAC will not issue fractional shares of IAC common stock upon exercise
of a Stockholder IACIZ Warrant. Instead of issuing a fractional share of IAC
common stock which would otherwise be deliverable upon the exercise of a
Stockholder IACIZ Warrant, IAC will pay
3
the holder of such Stockholder IACIZ Warrant an amount in cash based on the
closing price of IAC common stock as of the exercise date of the Stockholder
IACIZ Warrant.
IAC will keep in reserve at all times before the expiration date of
the Stockholder IACIZ Warrants sufficient authorized but unissued shares of IAC
common stock for issuance in the event of exercises by the holders of
Stockholder IACIZ Warrants. In addition, the Stockholder IACIZ Warrants and any
shares of IAC common stock issued upon exercise of the Stockholder IACIZ
Warrants have been registered under the Securities Act of 1933, as amended.
EMPLOYEE IACIZ WARRANTS
Certain IACIZ Warrants (the "Employee IACIZ Warrants") have been
issued under an optionholder equity warrant agreement between IAC and Mellon
Investor Services LLC, as warrant agent. Except with respect to vesting
(including transferability prior to vesting), as described below, and applicable
withholding taxes, the Employee IACIZ Warrants are identical in all material
respects to the Stockholder IACIZ Warrants described above.
The Employee IACIZ Warrants will be subject to the same vesting
schedule as the stock options in respect of which such Employee IACIZ Warrants
were issued. The Employee IACIZ Warrants will be forfeited and will never become
exercisable or transferable if a stock option related to the Employee IACIZ
Warrant never vests. The Employee IACIZ Warrants will not be subject to
redemption.
IAC will keep in reserve at all times before the expiration date of
the Employee IACIZ Warrants sufficient authorized but unissued shares of IAC
common stock for issuance in the event of exercises by the holders of vested
Employee IACIZ Warrants. In addition, the Employee IACIZ Warrants and any shares
of IAC common stock issued upon exercise of the Employee IACIZ Warrants have
been registered under the Securities Act of 1933, as amended.
ITEM 2. EXHIBITS
3.1 Restated Certificate of Incorporation of IAC/InterActiveCorp
3.2 Series B Cumulative Convertible Preferred Stock Certificate of
Designation
3.3 Amended and Restated Bylaws of IAC/InterActiveCorp (incorporated by
reference to Exhibit 3.1 to the IAC/InterActiveCorp's Current Report
on Form 8-K, filed on September 20, 2002)
4.1 Equity Warrant Agreement, dated as of February 4, 2002, between USA
Networks, Inc. and The Bank of New York, as equity warrant agent
(incorporated by reference as Exhibit 4.8 to the Registrant's Annual
Report on Form 10-K for fiscal year ended December 31, 2001).
4.2 Forms of Equity Warrant Agreement and Optionholder Equity Warrant
Agreement, in each case, between InterActiveCorp and Mellon Investor
Services LLC, as equity warrant agent (incorporated by reference as
Exhibits 4.2 and 4.4 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-4 (SEC File No.
333-104973), filed on August 6, 2003).
10.1 Amended and Restated Governance Agreement, by and among
IAC/InterActiveCorp, Liberty Media Corporation and Barry Diller, dated
August 9, 2005
10.2 Amended and Restated Stockholders Agreement, by and between Liberty
Media Corporation and Barry Diller, dated August 9, 2005
4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: August 12, 2005
IAC/INTERACTIVECORP
By: /S/ Gregory R. Blatt
--------------------------------
Name: Gregory R. Blatt
Title: Executive Vice President
5