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 8, 2003
INTERACTIVECORP
(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
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 8, 2003, InterActiveCorp ("IAC"), formerly USA
Interactive, completed its acquisition of the outstanding shares of Expedia,
Inc. ("Expedia") common stock that it did not already own through the merger of
a wholly owned subsidiary of IAC with Expedia, with Expedia surviving as a
wholly owned subsidiary of IAC. In the merger, each outstanding share of Expedia
common stock was converted into the right to receive 1.93875 shares of IAC
common stock, and each outstanding Expedia shareholder warrant and Expedia
employee warrant, both to acquire one share of Expedia common stock, were
converted into IAC warrants to acquire 1.93875 shares of IAC common stock.
Please see the full text of the Company's press release, filed as Exhibit 99.1
hereto, which is incorporated herein by reference.
IAC filed a registration statement on Form S-4 (file no.
333-104973), as amended, registering under the Securities Act of 1933, as
amended, the shares of IAC common stock, IAC warrants and IAC common stock
underlying the IAC warrants issued in the Expedia transaction. The registration
statement contains additional information about the transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated August 8, 2003.
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.
INTERACTIVECORP
By: /s/ Dara Khosrowshahi
----------------------------
Name: Dara Khosrowshahi
Title: Executive Vice President and
Chief Financial Officer
Date: August 8, 2003
EXHIBIT INDEX
Exhibit No. Description
----------- ------------
99.1 Press Release dated August 8, 2003.
Exhibit 99.1
FOR IMMEDIATE RELEASE
IAC COMPLETES ACQUISITION OF EXPEDIA, INC.
NEW YORK, NEW YORK - AUGUST 8, 2003 - IAC/InterActiveCorp (Nasdaq: IACI) today
announced the successful completion of its acquisition of the outstanding shares
of Expedia, Inc. that it did not already own through the merger of a wholly
owned subsidiary of IAC with and into Expedia. Expedia will continue operations
as a wholly owned operating business of IAC. The acquisition became effective as
of the close of market today.
In connection with the acquisition, each share of Expedia common stock was
converted into 1.93875 shares of IAC common stock, each publicly traded Expedia
warrant to purchase one share of Expedia common stock was converted into an IAC
warrant to purchase 1.93875 shares of IAC common stock, and outstanding options
to purchase Expedia common stock were converted into options to purchase IAC
common stock. In the transaction, IAC issued to Expedia's public shareholders
approximately 100.8 million basic shares of IAC common stock and 133.3 million
shares on a fully diluted, treasury method basis.
Shares of Expedia common stock and warrants to purchase one share of Expedia
common stock, which prior to the merger traded on the Nasdaq National Market
under the symbols EXPE and EXPEW, respectively, were delisted from trading as of
the close of the market today. Warrants to purchase 1.93875 shares of IAC common
stock issued in connection with the acquisition will commence trading on the
Nasdaq National Market under the ticker symbol IACIZ as of the market opening on
Monday, August 11, 2003.
ABOUT EXPEDIA, INC.
- -------------------
Expedia, Inc. is the world's leading online travel service and the fourth
largest travel agency in the U.S. Expedia's award-winning Expert Searching and
Pricing (ESP) technology delivers the most comprehensive flight options
available online. ESP also allows customers to dynamically build complete trips
that combine flights, Expedia(R) Special Rate hotels and other lodging, ground
transportation, and destination activities. Expedia operates Classic Custom
Vacations(R), a leading wholesaler of premiere vacation packages to destinations
such as Hawaii, Mexico, Europe and the Caribbean; and Metropolitan Travel, a
corporate travel agency. Expedia, Inc.'s wholly owned subsidiary, Travelscape,
Inc., operates WWTE(tm), bringing complementary cross-sell and dynamic packaging
booking functionality to third parties on a private-label basis. Expedia is a
wholly owned operating business of IAC/InterActiveCorp (NASDAQ: IACI).
ABOUT IAC/INTERACTIVECORP
- -------------------------
IAC/InterActiveCorp (Nasdaq: IACI), formerly USA Interactive, is comprised of
the following operating businesses: Expedia, Inc., which oversees Interval
International and TV Travel Shop; Hotels.com; HSN; Ticketmaster, which oversees
Evite and ReserveAmerica; Match.com, which oversees uDate.com; Entertainment
Publications; Citysearch; and Precision Response Corporation. IAC has also
entered into an agreement to acquire LendingTree (Nasdaq: TREE), which is
expected to be completed in the third quarter of 2003. The goal of the Company
is to be the world's largest and most profitable interactive commerce company by
pursuing a multi-brand strategy.
# # #
Contacts:
Deborah Roth, IAC Corporate Communications, 212/314-7254;
Roger Clark/Lauren Rosenfield, IAC Investor Relations, 212/314-7400;
Andrea Riggs, Expedia, Inc. Communications, 425/748-3837;
Marj Charlier, Expedia, Inc. Investor Relations, 425/564-7666