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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 1, 2005
IAC/INTERACTIVECORP
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-20570 59-2712887
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
152 West 57th Street, New York, New York 10019
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(Address of principal executive offices) (zip code)
(212) 314-7300
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On April 1, 2005, IAC/InterActiveCorp issued a press release
announcing the completion of its previously announced acquisition of Cornerstone
Brands, Inc. A copy of the press release is attached as Exhibit 99.1 hereto and
is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 Press release, dated April 1, 2005.
*****
ADDITIONAL INFORMATION ABOUT THE ASK JEEVES ACQUISITION
In connection with its previously announced, pending
acquisition of Ask Jeeves, Inc. ("Ask Jeeves"), IAC intends to file a
registration statement with the Securities and Exchange Commission ("SEC") that
will include a combined proxy statement/prospectus of Ask Jeeves and IAC and
other relevant documents. Ask Jeeves stockholders should read the proxy
statement/prospectus and other relevant materials when they become available,
because they will contain important information about Ask Jeeves, IAC and the
proposed merger.
In addition to the documents described above, Ask Jeeves and
IAC file annual, quarterly and current reports, proxy statements and other
information with the SEC. The proxy statement/prospectus and other relevant
materials (when they become available), and any other documents filed with the
SEC by Ask Jeeves or IAC are available without charge at the SEC's website at
www.sec.gov, or from the companies' websites, at www.ask.com and www.iac.com,
respectively.
Ask Jeeves, IAC and their respective officers and directors
may be deemed to be participants in the solicitation of proxies from Ask Jeeves
stockholders in connection with the proposed merger. A description of certain
interests of the directors and executive officers of Ask Jeeves is set forth in
Ask Jeeves' proxy statement for its 2004 annual meeting, which was filed with
the SEC on April 16, 2004. A description of certain interests of the directors
and executive officers of IAC is set forth in IAC's proxy statement for its 2004
annual meeting, which was filed with the SEC on April 29, 2004. Additional
information regarding the interests of such potential participants will be
included in the definitive proxy statement/prospectus and other relevant
documents to be filed with the SEC in connection with the proposed merger.
ADDITIONAL INFORMATION ABOUT THE IAC SPIN-OFF
As previously announced, IAC intends to spin-off its
travel-related businesses into a separate publicly-traded company. In connection
with the proposed spin-off it is currently expected that IAC will file a
proxystatement/prospectus with the Securities and Exchange Commission (the
"SEC"). Stockholders of IAC are urged to read the proxy statement/prospectus,
when it becomes available, because it will contain important information about
IAC, the proposed spin-off transaction and related matters. Investors and
security holders can obtain free copies of the proxy statement/prospectus when
it becomes available by contacting Investor Relations, IAC/InterActiveCorp,
Carnegie Hall Tower, 152 W. 57th Street, 42nd Floor, New York, NY 10019
(Telephone: (212) 314-7400). Investors and security holders can also obtain free
copies of the proxy statement/prospectus and other documents filed by IAC and
Expedia with the SEC in connection with the proposed spin-off transaction at the
SEC's web site at www.sec.gov.
In addition to the proxy statement, IAC files annual,
quarterly and current reports, proxy statements and other information with the
SEC, each of which should be available at the SEC's web site at www.sec.gov. You
may also read and copy any reports, statements and other information filed by
IAC at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information.
IAC and its directors, executive officers and certain members
of management and other employees may be deemed to be participants in the
solicitation of proxies of IAC's stockholders to approve the proposed spin-off
transaction. Such individuals may have interests in the transaction as described
herein, including as a result of current holdings of options or shares of IAC's
stock and future holdings of options or shares of Expedia's stock, which will be
impacted in the transaction. Information regarding IAC and the equity interests
of its directors and officers who may be deemed to be participants in the
solicitation of proxies is contained in IAC's proxy statement, filed with the
SEC on April 29, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
IAC/INTERACTIVECORP
By: /s/ Gregory R. Blatt
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Name: Gregory R. Blatt
Title: Executive Vice President
and General Counsel
Date: April 4, 2005
EXHIBIT INDEX
99.1 Press Release, dated April 1, 2005
FOR IMMEDIATE RELEASE EXHIBIT 99.1
[IAC/InterActiveCorp Logo]
IAC Completes Acquisition of Cornerstone Brands, Inc.
NEW YORK, NY - APRIL 1, 2005 - IAC/InterActiveCorp (Nasdaq: IACI) today
announced the successful completion of its acquisition of Cornerstone Brands,
Inc., a portfolio of leading print catalogs and online retailing sites that sell
home products and leisure and casual apparel, in a cash transaction valued at
$720 million net of expected tax benefits. Cornerstone Brands will join IAC's
Electronic Retailing unit and HSN. HSN Catalog Services, consisting of
Improvements and Alsto's, will become part of Cornerstone Brands.
###
ABOUT IAC/INTERACTIVECORP
IAC operates leading and diversified businesses in sectors being transformed by
the internet, online and offline... our mission is to harness the power of
interactivity to make daily life easier and more productive for people all over
the world. To view a full list of the companies of IAC please visit our website
at http://iac.com.
CONTACTS:
IAC CORPORATE COMMUNICATIONS
Deborah Roth or Andrea Riggs
(212) 314-7254 or (212) 314-7280
IAC INVESTOR RELATIONS
Roger Clark or Lauren Porat
(212) 314-7400
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include statements relating to IAC's anticipated financial
performance, business prospects, new developments and similar matters, and/or
statements preceded by, followed by or that include the words "believes,"
"could," "expects," "anticipates," "estimates," "intends," "plans," "projects,"
"seeks," or similar expressions. These forward-looking statements are based on
management's current expectations and assumptions, which are inherently subject
to uncertainties, risks and changes in circumstances that are difficult to
predict. Actual results may differ materially from those suggested by the
forward-looking statements due to a variety of factors, including changes in
business, political, and economic conditions due to the threat of future
terrorist activity, actions and initiatives by current and potential
competitors, the effect of current and future legislation or regulation, the
ability to expand our reach into international markets, and certain other
additional factors described in IAC's filings with the Securities and Exchange
Commission. Other unknown or unpredictable factors also could have material
adverse effects on IAC's future results, performance or achievements. In light
of these risks, uncertainties, assumptions and factors, the forward-looking
events discussed in this press release may not occur. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date stated, or if no date is stated, as of the date of this press release.
IAC is not under any obligation and does not intend to make publicly available
any update or other revisions to any of the forward-looking statements contained
in this press release to reflect circumstances existing after the date of this
press release or to reflect the occurrence of future events even if experience
or future events make it clear that any expected results expressed or implied by
those forward-looking statements will not be realized.