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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): August 14, 2002 USA INTERACIVE (Exact name of Registrant as specified in charter) Delaware 0-20570 59-2712887 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 152 West 57th Street, New York, NY 10019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 314-7300 ITEM 9. REGULATION FD DISCLOSURE On August 14, 2002, each of the Principal Executive Officer, Barry Diller, and Principal Financial Officer, Dara Khosrowshahi, of USA Interactive submitted to the Securities and Exchange Commission sworn statements pursuant to Securities and Exchange Commission Order No. 4-460. A copy of each of these statements is attached hereto as an Exhibit. Also on August 14, 2002, each of Mr. Diller and Mr. Khosrowshahi submitted to the Securities and Exchange Commission the certification of USA Interactive's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. A copy of each of these certifications is attached hereto as an Exhibit. 2 SIGNATURES 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 thereunto duly authorized. USA INTERACTIVE By: /s/ Julius Genachowski ----------------------- Name: Julius Genachowski Title: Executive Vice President and General Counsel Date: August 14, 2002 3 EXHIBIT INDEX Exhibit No. Description 99.1 Statement of Principal Executive Officer, Barry Diller, of USA Interactive, pursuant to Securities and Exchange Commission Order No. 4-460. 99.2 Statement of Principal Financial Officer, Dara Khosrowshahi, of USA Interactive, pursuant to Securities and Exchange Commission Order No. 4-460. 99.3 Certification of Principal Executive Officer, Barry Diller, of USA Interactive, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.4 Certification of Principal Financial Officer, Dara Khosrowshahi, of USA Interactive, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Barry Diller, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of USA Interactive (formerly, USA Networks, Inc.), and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of USA Interactive filed with the Commission on April 1, 2002, as amended by Form 10-K/A filed with the Commission on July 23, 2002; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of USA Interactive filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Barry Diller Subscribed and sworn to - --------------------------- before me this 12th day of Barry Diller August 2002. Chief Executive Officer August 12, 2002 /s/ Craig Joffe -------------------------------------- Notary Public My Commission Expires: November 6, 2002
EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Dara Khosrowshahi, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of USA Interactive (formerly, USA Networks, Inc.), and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of USA Interactive filed with the Commission on April 1, 2002, as amended by Form 10-K/A filed with the Commission on July 23, 2002; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of USA Interactive filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Dara Khosrowshahi Subscribed and sworn to - -------------------------------- before me this 12th day of Dara Khosrowshahi August 2002. Chief Financial Officer August 12, 2002 /s/ Craig Joffe --------------------------------------- Notary Public My Commission Expires: November 6, 2002
EXHIBIT 99.3 CERTIFICATION OF PERIODIC REPORT -------------------------------- I, Barry Diller, Chairman and Chief Executive Officer of USA Interactive (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ Barry Diller ------------------------------------- Barry Diller Chairman and Chief Executive Officer
EXHIBIT 99.4 CERTIFICATION OF PERIODIC REPORT -------------------------------- I, Dara Khosrowshahi, Executive Vice President and Chief Financial Officer of USA Interactive (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ Dara Khosrowshahi ------------------------------------- Dara Khosrowshahi Executive Vice President and Chief Financial Officer