SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
USA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2712887
(State of incorporation or (I.R.S. employer identification
organization) number)
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(Address of principal executive (Zip Code)
offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the A.(d), please check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates:
333-68120
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to purchase one share of
Common Stock
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities of USA Networks, Inc., a Delaware corporation ("USA"), to
be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended, are warrants to purchase one share of common stock, par value $.01
per share, of USA (the "USA Warrants") to be issued, together with shares of USA
common stock and shares of Series A Cumulative Convertible Preferred Stock, par
value $.01 per share, of USA (the "USA Preferred Stock"), to holders of common
stock of Expedia, Inc. ("Expedia") in exchange for their Expedia shares pursuant
to the terms of the Amended and Restated Agreement and Plan of Reorganization
and Merger, dated as of July 15, 2001, by and among USA, Expedia, Taipei, Inc.,
Microsoft Corporation and Microsoft E-Holdings, Inc. A description of the USA
Warrants is set forth below, and is also included under the caption "DESCRIPTION
OF USA CAPITAL STOCK - USA Warrants" in the joint prospectus/proxy and
information statement forming a part of the Registration Statement on Form S-4
of USA (Registration No. 333-68120), filed with the Securities and Exchange
Commission on August 22, 2001, as amended on November 9, 2001, November 19, 2001
and January 8, 2002, and as may be further amended, which is incorporated herein
by reference.
USA Warrants
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USA Warrants have been issued under a warrant agreement between USA and
The Bank of New York, as warrant agent, a form of which has been filed as an
Exhibit 4.2 to this Registration Statement.
Each USA Warrant entitles its holder to purchase one share of USA common
stock at an exercise price of $35.10 per share of USA common stock. The exercise
price must be paid in cash. Each USA Warrant may be exercised on any business
day on or prior to February 4, 2009. Any USA Warrant not exercised before the
expiration of this period will become void, and all rights of the holder of the
USA Warrant will cease. Holders of USA Warrants will not be entitled, by virtue
of being such holders, to have any rights of holders of USA common stock until
they exercise their warrants.
The number of shares of USA common stock issuable upon exercise of the USA
Warrants and the exercise price of the USA Warrants will be subject to
adjustment from time to time upon 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.
USA will keep in reserve at all times before the expiration date of the
USA Warrants sufficient authorized but unissued shares of USA common stock for
issuance in the event of exercises by the holders of USA Warrants. In addition,
the USA Warrants and any USA common stock issued upon exercise of the USA
Warrants have been registered under the Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
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3.1 Restated Certificate of Incorporation of Registrant (incorporated
herein by reference to Exhibit 3.1 to Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2001).
3.2 Amendment to Restated Certificate of Incorporation of Registrant
(included as Exhibit A to Registrant's Definitive Information
Statement, filed on November 19, 2001).
3.3 Amended and Restated By-Laws of Registrant (incorporated by reference
to Exhibit 3.1 to Registrant's Form 8-K, dated January 9, 1998).
4.1 Form of Certificate of Designations of Series A Cumulative
Convertible Preferred Stock of Registrant (incorporated by reference
to Exhibit 4.1 of the Registration Statement filed with the
Commission on November 9, 2001).
4.2 Form of Equity Warrant Agreement between the Registrant and The Bank
of New York (incorporated by reference to Exhibit 4.2 of the
Registration Statement filed with the Commission on November 9,
2001).
4.3 Form of Equity Warrant Agreement between the Registrant and The Bank
of New York, as equity warrant agent (incorporated by reference to
Exhibit 4.1 to the Registrant's Form 8-K filed on December 18, 2001).
4.4 Form of Certificate of the Equity Warrants to purchase common stock,
par value $0.01 per share, of USA.
10.1 Governance Agreement among the Registrant (formerly, HSN, Inc.),
Universal Studios, Inc., Liberty Media Corporation and Barry Diller,
dated as of October 19, 1997 (incorporated by reference to Appendix B
to Registrant's Definitive Proxy Statement, dated January 12, 1998).
10.2 Stockholders Agreement among Universal Studios, Inc., Liberty Media
Corporation, Barry Diller, the Registrant (formerly, HSN, Inc.) and
The Seagram Company Ltd., dated as of October 19, 1997 (incorporated
by reference to Appendix C to Registrant's Definitive Proxy
Statement, dated January 12, 1998).
10.3 Amended and Restated Governance Agreement, dated as of December 16,
2001, among Universal Studios, Inc., Liberty Media Corporation,
Barry Diller and Vivendi Universal, S.A. (incorporated by reference
to Exhibit 10.1 to the Registrant's Form 8-K filed on December 18,
2001).
10.4 Amended and Restated Stockholders Agreement, dated as of December
16, 2001, among Universal Studios, Inc., Liberty Media Corporation,
Barry Diller and Vivendi Universal, S.A. (incorporated by reference
to Exhibit 99.2 to the Registrant's Form 8-K filed on December 18,
2001).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Form 8-A Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
USA NETWORKS, INC.
/s/ Julius Genachowski
-----------------------------
Name: Julius Genachowski
Title: Senior Vice President
Dated: January 31, 2002
EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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3.1 Restated Certificate of Incorporation of Registrant (incorporated
herein by reference to Exhibit 3.1 to Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2001).
3.2 Amendment to Restated Certificate of Incorporation of Registrant
(included as Exhibit A to Registrant's Definitive Information
Statement, filed on November 19, 2001).
3.3 Amended and Restated By-Laws of Registrant (incorporated by reference
to Exhibit 3.1 to Registrant's Form 8-K, dated January 9, 1998).
4.1 Form of Certificate of Designations of Series A Cumulative
Convertible Preferred Stock of Registrant (incorporated by reference
to Exhibit 4.1 of the Registration Statement filed with the
Commission on November 9, 2001).
4.2 Form of Equity Warrant Agreement between the Registrant and The Bank
of New York (incorporated by reference to Exhibit 4.2 of the
Registration Statement filed with the Commission on November 9,
2001).
4.3 Form of Equity Warrant Agreement between the Registrant and The Bank
of New York, as equity warrant agent (incorporated by reference to
Exhibit 4.1 to the Registrant's Form 8-K filed on December 18, 2001).
4.4 Form of Certificate of the Equity Warrants to purchase common stock,
par value $0.01 per share, of USA.
10.1 Governance Agreement among the Registrant (formerly, HSN, Inc.),
Universal Studios, Inc., Liberty Media Corporation and Barry Diller,
dated as of October 19, 1997 (incorporated by reference to Appendix B
to Registrant's Definitive Proxy Statement, dated January 12, 1998).
10.2 Stockholders Agreement among Universal Studios, Inc., Liberty Media
Corporation, Barry Diller, the Registrant (formerly, HSN, Inc.) and
The Seagram Company Ltd., dated as of October 19, 1997 (incorporated
by reference to Appendix C to Registrant's Definitive Proxy
Statement, dated January 12, 1998).
10.3 Amended and Restated Governance Agreement, dated as of December 16,
2001, among Universal Studios, Inc., Liberty Media Corporation,
Barry Diller and Vivendi Universal, S.A. (incorporated by reference
to Exhibit 10.1 to the Registrant's Form 8-K filed on December 18,
2001).
10.4 Amended and Restated Stockholders Agreement, dated as of December
16, 2001, among Universal Studios, Inc., Liberty Media Corporation,
Barry Diller and Vivendi Universal, S.A. (incorporated by reference
to Exhibit 99.2 to the Registrant's Form 8-K filed on December 18,
2001).
Exhibit 4.4
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FORM
OF
EQUITY WARRANT CERTIFICATE
USA NETWORKS, INC.
Number Equity Warrants
W
CUSIP 902984 11 1
This Warrant Certificate certifies that
, or registered assigns, is the registered Holder of Equity Warrants (the
"Equity Warrants") to purchase Common Stock, par value $0.01 per share, of USA
Networks, Inc., a Delaware corporation (the "Company"). Each Equity Warrant
entitles the Holder to purchase from the Company one fully paid and
non-assessable share of Common Stock, par value $0.01 per share, of the Company
("Common Stock") at any time on or before 5:00 p.m. New York City time on
February 4, 2009, at the exercise price (the "Exercise Price") of $35.10 payable
in lawful money of the United States of America upon surrender of this Equity
Warrant Certificate and payment of the Exercise Price at the office or agency of
the Warrant Agent in the City of New York, the State of New York, upon such
conditions set forth herein and in the Equity Warrant Agreement (as hereinafter
defined). Payment of the Exercise Price must be made in lawful money of the
United States of America, in cash or by certified check or bank draft or bank
wire transfer payable to the order of the Company. The number of Shares which
may be purchasable upon exercise of the Equity Warrants and the Exercise Price
is each subject to adjustment upon the occurrence of certain events set forth in
the Equity Warrant Agreement.
By acceptance of this Equity Warrant Certificate, each Holder agrees to be
bound by the terms of the Equity Warrant Agreement.
Reference is hereby made to the further provisions of this Equity Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.
Capitalized defined terms used herein have the same meaning as in the Equity
Warrant Agreement.
This Equity Warrant Certificate shall not be valid unless countersigned by
the Equity Warrant Agent, as such term is used in the Equity Warrant Agreement.
IN WITNESS WHEREOF, USA Networks, Inc. has caused this Equity Warrant
Certificate to be duly executed under its corporate seal.
Dated: USA NETWORKS, INC.
By:
-------------------------------
[USA Networks Inc. Chairman of the Board
Corporate Seal and Chief Executive Officer
1986
Delaware] Attest:
By: -------------------------------
Secretary
Countersigned:
The Bank of New York, as Equity Warrant Agent
By
------------------------------------
Authorized Signature
REVERSE
EQUITY WARRANT CERTIFICATE
USA NETWORKS, INC.
The Equity Warrants evidenced by this Equity Warrant Certificate are part
of a duly authorized issue of Equity Warrants issued pursuant to a Warrant
Agreement dated as of February 4, 2002 (the "Equity Warrant Agreement"), duly
executed and delivered by the Company to The Bank of New York (the "Equity
Warrant Agent"), which Equity Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Equity Warrant Agent, the Company and the Holders
(the words "Holders" or "Holder" meaning the registered Holders or registered
Holder) of the Equity Warrants.
Equity Warrants may be exercised to purchase shares of Common Stock of the
Company, par value $.01 per share ("Common Stock") upon such terms and
conditions as are set forth in the Equity Warrant Agreement at any time on or
before 5:00 p.m. New York City time on February 4, 2009, at the Exercise Price
set forth on the face hereof. The Holder of Equity Warrants evidenced by this
Equity Warrant Certificate may exercise them by surrendering the Equity Warrant
Certificate, with the form of election to purchase set forth hereon properly
completed and executed, together with payment of the Exercise Price at the
office of the Equity Warrant Agent in the City of New York in the State of New
York. In the event that upon any exercise of Equity Warrants evidenced hereby
the number of Equity Warrants exercised shall be less than the total number of
Equity Warrants evidenced hereby, there shall be issued to the Holder hereof or
his assignee a new Equity Warrant Certificate evidencing the number of Equity
Warrants not exercised. Nothing contained in the Equity Warrant Agreement or in
this Equity Warrant Certificate shall be construed as conferring upon the
Holder thereof the right to vote, to receive dividends or other distributions,
to exercise any preemptive right or to consent or to receive notice as
shareholders in respect of meetings of shareholders for the election of
Directors of the Company or any other matter, or any other rights whatsoever as
shareholders of the Company.
The Equity Warrant Agreement provides that upon the occurrence of certain
events, the number of shares of Common Stock issuable upon exercise of an Equity
Warrant and the Exercise Price each may, subject to certain conditions, be
adjusted.
Equity Warrant Certificates, when surrendered at the office of the Equity
Warrant Agent in the City of New York in the State of New York by the registered
Holder thereof in person or by a legal representative duly authorized in writing
or by registered mail, return receipt requested, may be exchanged, in the manner
and subject to the limitations provided in the Equity Warrant Agreement, but
without payment of any service charge, for another Equity Warrant Certificate or
Equity Warrant Certificates of like tenor evidencing in the aggregate a like
number of Equity Warrants and registered in the name of such registered Holder.
Upon due presentment for registration of transfer of this Equity Warrant
Certificate at the office of the Equity Warrant Agent in the City of New York in
the State of New York or by registered mail, return receipt requested, a new
Equity Warrant Certificate or Equity Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Equity Warrants shall
be issued to the transferee(s) in exchange for this Equity Warrant Certificate,
subject to the limitations provided in the Equity Warrant Agreement, without
charge except for any tax or other governmental charge imposed in connection
therewith.
The Company and the Equity Warrant Agent may deem and treat the registered
Holder(s) hereof as the absolute owner(s) of this Equity Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, and of any distribution to the
Holder(s) hereof, and for all other purposes, and neither the Company nor the
Equity Warrant Agent shall be affected by any notice (other than a duly
presented registration of transfer in accordance with the previous paragraph) to
the contrary and shall not be bound to recognize any equitable or other claim to
or interest in such Equity Warrant on the part of any other person.
ASSIGNMENT
(To be executed by the registered Holder if such
Holder desires to transfer Equity Warrants.)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
- --------------------------------------------------------------------------------
(Print name and address of transferee)
- --------------------------------------------------------------------------------
Equity Warrants, evidenced by this Equity Warrant Certificate, together
- ---------
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint
Attorney, to transfer the
- ------------------------------------------------------
within Equity Warrant Certificate on the books of the Company, with full power
of substitution. If said number of Equity Warrants to be transferred shall not
be all of the Equity Warrants evidenced by this Equity Warrant Certificate, the
assignor and assignee agree that such Attorney shall submit this Equity Warrant
Certificate to the Company and request that New Equity Warrant Certificates for
the applicable number of Equity Warrants be registered in the names of the
undersigned as below indicated and delivered to the addresses below:
Dated:
Signature:
- ------------------------------ ----------------------
(Insert Social Security or (Signature must conform
Other Identifying Number to name of holder as
of Assignee) specified on the face
of the Equity Warrant
Certificate)
Address of Assignor (if necessary):
------------------------------------
Address of Assignee (if necessary):
------------------------------------
Signature Guaranteed:
----------------------------
Signature of Guarantor
ELECTION TO PURCHASE
USA NETWORKS, INC.
152 West 57th Street
New York, NY 10019
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by this Equity Warrant Certificate for Equity
---------
Warrants, and to purchase thereunder the shares of Common Stock (the "Shares")
provided for therein, and requests that certificates for the Shares be issued in
the name of:
- --------------------------------------------------------------------------------
(Please Print Name, Address and Social Security Number)
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- --------------------------------------------------------------------------------
If said number of Equity Warrants to be exercised shall not be all of the
Equity Warrants evidenced by this Equity Warrant Certificate, the undersigned
requests that a new Equity Warrant Certificate for the balance of the Equity
Warrants be registered in the name of the undersigned or his Assignee as below
indicated and delivered to the address stated below:
Dated: , 200
---------------- -
Name of Equity Warrant Holder or Assignee (Please Print):
-----------------------
Address:
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Signature:
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(Signature must conform to name of holder as specified on the
face of the Equity Warrant Certificate)
Signature Guaranteed:
------------------------------------------
Signature of Guarantor