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
InterActiveCorp
(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 Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
333-104973
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
------------------- ---------------------------------
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to purchase 1.93875 shares of Common Stock
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities of InterActiveCorp, a Delaware corporation ("IAC"), to be
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended, are warrants ("IAC Warrants") to purchase 1.93875 shares of common
stock, par value $0.01 per share, of IAC ("IAC Common Stock") to be issued,
together with shares of IAC Common Stock, pursuant to the terms of the Agreement
and Plan of Merger, dated as of March 18, 2003, by and among USA Interactive
(now IAC), Equinox Merger Corp. and Expedia, Inc. ("Expedia"). A description of
the IAC Warrants is set forth under the caption "DESCRIPTION OF IAC LISTED
WARRANTS" in the proxy and information statement/prospectus forming a part of
the Registration Statement on Form S-4 of IAC (Registration No. 333-104973),
filed with the Securities and Exchange Commission on May 2, 2003, as amended on
July 9, 2003 and August 6, 2003, and as may be further amended (the
"Registration Statement"), which is incorporated herein by reference.
IAC Warrants
- ------------
EXISTING IAC WARRANTS
IAC currently has outstanding listed warrants to acquire IAC Common Stock
that were issued to former shareholders of Expedia that elected to receive IAC
securities in the IAC acquisition of control of Expedia in February 2002
("Existing IAC Warrants"). Similar to the IAC Warrants, the Existing IAC
Warrants are exercisable up to and including February 4, 2009. The Existing IAC
Warrants are quoted on the Nasdaq National Market under the symbol "IACIW" and
differ from the IAC Warrants. As a result, following the completion of the
merger, IAC will have two types of warrants quoted on the Nasdaq National
Market: the Existing IAC Warrants, which are quoted on the Nasdaq National
Market under the symbol "IACIW," and the IAC Warrants, which are expected to be
quoted on the Nasdaq National Market under the symbol "IACIZ"--with differing
terms, including vesting schedules with respect to the IAC Employee Warrants (as
defined below), differing exercise prices and differing shares of IAC Common
Stock issuable in respect of each such warrant.
IAC STOCKHOLDER WARRANTS
IAC stockholder warrants ("IAC Stockholder Warrants" which, together with
the IAC Employee Warrants defined below, constitute the IAC Warrants) will be
issued under a stockholder equity warrant agreement between IAC and Mellon
Investor Services LLC, the warrant agent.
Each IAC Stockholder Warrant entitles its holder to purchase 1.93875
shares of IAC Common Stock. The exercise price per IAC Stockholder Warrant is
$26.00, which must be paid in cash. Each IAC Stockholder Warrant may be
exercised on any business day up to and including February 4, 2009. Any IAC
Stockholder Warrant not exercised before that date will become void, and all
rights of the holder of the IAC Stockholder Warrant will cease. Holders of IAC
Stockholder Warrants will not be entitled, by virtue of being such holders, to
have any rights of holders of IAC Common Stock until they exercise their
warrants. The IAC Stockholder Warrants are not subject to redemption.
The number of shares of IAC Common Stock issuable upon exercise of the IAC
Stockholder 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 IAC Stockholder Warrant. Instead of issuing a fractional share of IAC Common
Stock which would otherwise be deliverable upon the exercise of an IAC
Stockholder Warrant, IAC will pay the holder of such IAC Stockholder Warrant an
amount in cash based on the closing price of IAC Common Stock as of the exercise
date of the IAC Stockholder Warrant.
IAC will not issue physical paper certificates representing the IAC
Stockholder Warrants unless requested in writing by the holder of the IAC
Stockholder Warrant. Instead, the warrant agent will issue the certificates in
electronic book entry form and will monitor the issuance and trading of such
warrants through its electronic book entry system, provided that IAC may
instruct the warrant agent to issue physical certificates if a holder's IAC
Stockholder Warrants are below a de minimis amount.
IAC will keep in reserve at all times before the expiration date of the
IAC Stockholder Warrants sufficient authorized but unissued shares of IAC Common
Stock for issuance in the event of exercises by the holders of IAC Stockholder
Warrants.
IAC EMPLOYEE WARRANTS
The IAC employee warrants ("IAC Employee Warrants") will be issued under
an optionholder equity warrant agreement between IAC and Mellon Investor
Services LLC, the warrant agent. Except with respect to vesting (including
transferability prior to vesting), as described below, and applicable
withholding taxes, the IAC Employee Warrants are identical in all material
respects to the IAC Stockholder Warrants described above.
The IAC Employee Warrants will be subject to the same vesting schedule as
the Expedia options in respect of which such Expedia Employee Warrants were
issued, which Expedia options will be converted into IAC options at the
completion of the merger. The IAC Employee Warrants will be forfeited and will
never become exercisable or transferable if an IAC option issued in exchange for
the Expedia option related to the former Expedia Employee Warrant never vests.
The IAC Employee Warrants to be issued in respect of Expedia Employee Warrants
will not be subject to redemption.
IAC will not issue physical paper certificates representing the IAC
Employee Warrants. Instead, the warrant agent will issue the certificates in
electronic book entry form and will monitor the issuance, vesting and trading of
such warrants through its electronic book entry system, provided that IAC may
instruct the warrant agent to issue physical certificates if a holder's vested
IAC Employee Warrants are below a de minimis amount.
IAC will keep in reserve at all times before the expiration date of the
IAC Employee Warrants sufficient authorized but unissued shares of IAC Common
Stock for issuance in the event of exercises by the holders of vested IAC
Employee Warrants.
ITEM 2. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
3.1 Restated Certificate of Incorporation of InterActiveCorp
(incorporated by reference to Exhibit 3.1 to InterActiveCorp's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).
3.2 Amendment to the Restated Certificate of Incorporation of
InterActiveCorp (incorporated by reference to Exhibit A of
InterActiveCorp's Definitive Information Statement filed on November
19, 2001).
3.3 Certificate of Ownership and Merger Merging Taiwan Travel, Inc. into
USA Networks, Inc. (incorporated by reference to InterActiveCorp's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
3.4 Certificate of Ownership and Merger Merging WLS Holdings, Inc. into
USA Interactive and Amendment Thereto (incorporated by reference to
Exhibit 4.4 to InterActiveCorp's Form S-8 filed on July 3, 2003).
3.5 Amended and Restated By-Laws of InterActiveCorp (incorporated by
reference to Exhibit 99.1 of InterActiveCorp's Current Report on Form
8-K, filed on September 20, 2002).
4.1 Certificate of Designations of Series A Cumulative Convertible
Preferred Stock of InterActiveCorp (incorporated by reference to
Exhibit 4.3 to InterActiveCorp's Annual Report on Form 10-K for the
year ended December 31, 2001).
4.2 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 to Exhibit 4.8 to InterActiveCorp's Annual
Report on Form 10-K for fiscal year ended December 31, 2001).
4.3 Form of InterActiveCorp Stockholder Equity Warrant Agreement between
the Registrant and Mellon Investor Services LLC, as equity warrant
agent (incorporated by reference to Exhibit 4.2 to InterActiveCorp's
Post-Effective Amendment No. 1 to Form S-4, Registration No.
333-104973, filed on August 6, 2003).
4.4 Form of InterActiveCorp Stockholder Equity Warrant.
4.5 Form of InterActiveCorp Optionholder Equity Warrant Agreement between
the Registrant and Mellon Investor Services LLC, as equity warrant
agent (incorporated by reference to Exhibit 4.4 to InterActiveCorp's
Post-Effective Amendment No. 1 to Form S-4, Registration No.
333-104973, filed on August 6, 2003).
4.6 Form of InterActiveCorp Optionholder Equity Warrant.
10.1 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 InterActiveCorp's Form 8-K filed on December 18,
2001).
10.2 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 InterActiveCorp'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.
INTERACTIVECORP
By: /s/ Dara Khosrowshahi
---------------------------------
Name: Dara Khosrowshahi
Title: Executive Vice President and
Chief Financial Officer
Dated: August 6, 2003
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
3.1 Restated Certificate of Incorporation of InterActiveCorp
(incorporated by reference to Exhibit 3.1 to InterActiveCorp's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).
3.2 Amendment to the Restated Certificate of Incorporation of
InterActiveCorp (incorporated by reference to Exhibit A of
InterActiveCorp's Definitive Information Statement filed on November
19, 2001).
3.3 Certificate of Ownership and Merger Merging Taiwan Travel, Inc. into
USA Networks, Inc. (incorporated by reference to InterActiveCorp's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
3.4 Certificate of Ownership and Merger Merging WLS Holdings, Inc. into
USA Interactive and Amendment Thereto (incorporated by reference to
Exhibit 4.4 to InterActiveCorp's Form S-8 filed on July 3, 2003).
3.5 Amended and Restated By-Laws of InterActiveCorp (incorporated by
reference to Exhibit 99.1 of InterActiveCorp's Current Report on Form
8-K, filed on September 20, 2002).
4.1 Certificate of Designations of Series A Cumulative Convertible
Preferred Stock of InterActiveCorp (incorporated by reference to
Exhibit 4.3 to InterActiveCorp's Annual Report on Form 10-K for the
year ended December 31, 2001).
4.2 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 to Exhibit 4.8 to InterActiveCorp's Annual
Report on Form 10-K for fiscal year ended December 31, 2001).
4.3 Form of InterActiveCorp Stockholder Equity Warrant Agreement between
the Registrant and Mellon Investor Services LLC, as equity warrant
agent (incorporated by reference to Exhibit 4.2 to InterActiveCorp's
Post-Effective Amendment No. 1 to Form S-4, Registration No.
333-104973, filed on August 6, 2003).
4.4 Form of InterActiveCorp Stockholder Equity Warrant.
4.5 Form of InterActiveCorp Optionholder Equity Warrant Agreement between
the Registrant and Mellon Investor Services LLC, as warrant agent
(incorporated by reference to Exhibit 4.4 to InterActiveCorp's
Post-Effective Amendment No. 1 to Form S-4, Registration No.
333-104973, filed on August 6, 2003).
4.6 Form of InterActiveCorp Optionholder Equity Warrant.
10.1 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 InterActiveCorp's Form 8-K filed on December 18,
2001).
10.2 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 InterActiveCorp's Form 8-K filed on December 18,
2001).
EXHIBIT 4.4
SPECIMEN
CUSIP
FACE
No. W ___ Equity Warrants
EQUITY WARRANT CERTIFICATE
INTERACTIVECORP
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 InterActiveCorp, a Delaware corporation (formerly known as
USA Interactive, the "Company"). Each Equity Warrant entitles the Holder to
purchase from the Company 1.93875 fully paid and nonassessable shares 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 February 4, 2009, at the exercise price
(the "Exercise Price") of $26.00 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, upon such
conditions set forth herein and in the Stockholder 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 is subject to
adjustment upon the occurrence of certain events set forth in the Stockholder
Equity Warrant Agreement. No fractional shares or scrip representing fractions
of shares of Common Stock shall be issued upon exercise of the Equity Warrants.
By acceptance of this Equity Warrant Certificate, each Holder
agrees to be bound by the terms of the Stockholder 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 Stockholder 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
Stockholder Equity Warrant Agreement.
IN WITNESS WHEREOF, InterActiveCorp has caused this Equity
Warrant Certificate to be duly executed under its corporate seal.
INTERACTIVECORP
By:
--------------------------
Name:
Title:
Attest:
- ----------------------------
Countersigned:
MELLON INVESTOR SERVICES LLC,
as Equity Warrant Agent
By:
-----------------------------
Authorized Signature
Name: Thomas L. Cooper
Title: Assistant Vice President
2
REVERSE
EQUITY WARRANT CERTIFICATE
INTERACTIVECORP
The Equity Warrants evidenced by this Equity Warrant
Certificate are part of a duly authorized issue of Equity Warrants issued
pursuant to a Stockholder Equity Warrant Agreement dated as of [Date], 2003 (the
"Stockholder Equity Warrant Agreement"), duly executed and delivered by the
Company to Mellon Investor Services LLC, a New Jersey limited liability company,
as Equity Warrant Agent (the "Equity Warrant Agent"), which Stockholder 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 $0.01 per share ("Common Stock") subject to such
terms and conditions as are set forth in the Stockholder 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 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 Stockholder Equity Warrant Agreement or in
this Equity Warrant Certificate shall be construed as conferring upon the
Holders thereof the right to vote, to receive dividends or other distributions,
to exercise any preemptive right or to consent or to receive notice as
stockholders in respect of meetings of stockholders for the election of
Directors of the Company or any other matter, or any other rights whatsoever as
stockholders of the Company.
The Stockholder 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 may, subject to certain conditions, be
adjusted.
Equity Warrant Certificates, when surrendered at the office of
the Equity Warrant Agent 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 Shareholder 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 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
Stockholder Equity Warrant Agreement, without charge except for any transfer,
stamp or other similar 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.
INTERACTIVECORP
ELECTION TO PURCHASE
INTERACTIVECORP
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)
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: ______________________________________________________________
Signature: ______________________________________________________________
(Signature must conform to name of Holder as specified on the
face of the Equity Warrant Certificate)
Signature Guaranteed:
__________________________________
Signature of Guarantor
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 to name of holder
Identifying Number of Assignee) as specified on the face of the Equity
Warrant Certificate)
Address of Assignor (if necessary): __________________________________________
Address of Assignee (if necessary): __________________________________________
Signature Guaranteed:
____________________________________
Signature of Guarantor
EXHIBIT 4.6
SPECIMEN
FACE
CUSIP No. W_____ Equity Warrants
EQUITY WARRANT CERTIFICATE
INTERACTIVECORP
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
InterActiveCorp, a Delaware corporation (formerly known as USA Interactive, the
"Company"). Each Equity Warrant entitles the Holder to purchase from the
Company 1.93875 fully paid and non-assessable shares 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 February 4, 2009, at the exercise price (the
"Exercise Price") of $26.00 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, upon such terms and
conditions set forth herein and in the Optionholder 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 is subject
to adjustment upon the occurrence of certain events set forth in the
Optionholder Equity Warrant Agreement. No fractional shares or scrip
representing fractions of shares of Common Stock shall be issued upon exercise
of the Equity Warrants.
By acceptance of this Equity Warrant Certificate, each Holder agrees to
be bound by the terms of the Optionholder 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
Optionholder 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 Optionholder Equity
Warrant Agreement.
IN WITNESS WHEREOF, InterActiveCorp has caused this Equity Warrant
Certificate to be duly executed under its corporate seal.
INTERACTIVECORP
By:
--------------------------------
Name:
Title:
Attest:
- -------------------------------------------
Countersigned:
MELLON INVESTOR SERVICES LLC,
as Equity Warrant Agent
By
---------------------------------------
Authorized Signature
Name:
Title:
-2-
REVERSE
EQUITY WARRANT CERTIFICATE
INTERACTIVECORP
The Equity Warrants evidenced by this Equity Warrant Certificate are
part of a duly authorized issue of Equity Warrants issued pursuant to a
Optionholder Equity Warrant Agreement dated as of [Date], 2003 (the
"Optionholder Equity Warrant Agreement"), duly executed and delivered by the
Company to Mellon Investor Services LLC, a New Jersey limited liability company,
as Equity Warrant Agent (the "Equity Warrant Agent"), which Optionholder 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 evidenced by this Equity Warrant Certificate may be
exercised to purchase shares of Common Stock of the Company, par value $0.01 per
share ("Common Stock"), subject to such terms and conditions as are set forth in
the Optionholder 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. Each Equity Warrant not exercised on or prior to the Expiration
Date shall become void, and all rights of the Holder of such Equity Warrant
hereunder and under the Optionholder Equity Warrant Agreement shall cease. The
issuance of shares upon the exercise of this Equity Warrant and/or the transfer
of this Equity Warrant shall be subject to the receipt by the Company of all
applicable withholding taxes.
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 property completed and
executed, together with payment of the Exercise Price at the office of the
Equity Warrant Agent. 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 Optionholder
Equity Warrant Agreement or in this Equity Warrant Certificate shall be
construed as conferring upon the Holders thereof the right to vote, to receive
dividends or other distributions, to exercise any preemptive right or to consent
or to receive notice as stockholders in respect of meetings of stockholders
for the
election of Directors of the Company or any other matter, or any other
rights whatsoever as shareholders of the Company.
The Optionholder 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 may, subject to certain conditions, be adjusted.
Equity Warrant Certificates, when surrendered at the office of the
Equity Warrant Agent 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 Optionholder 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 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
Optionholder Equity Warrant Agreement, without charge except for any applicable
withholding taxes and any transfer, stamp or similar 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.
-2-
INTERACTIVECORP
ELECTION TO PURCHASE
INTERACTIVECORP
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)
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: __________________________________________________________
Signature: __________________________________________________________
(Signature must conform to name of Holder as specified on
the face of the Equity Warrant Certificate)
Signature Guaranteed:
________________________________
Signature of Guarantor
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 onto
______________________________________________________
(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 Identifying (Signature must conform to name of
Number of Assignee) holder as specified on the face of
the Equity Warrant Certificate)
Address of Assignor (if necessary): _____________________________________
Address of Assignee (if necessary):
Address of Assignor (if necessary):
Signature Guaranteed:
____________________________________
Signature of Guarantor