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): AUGUST 8, 2005
IAC/INTERACTIVECORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-20570 59-2712887
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION IDENTIFICATION
OF INCORPORATION) NUMBER)
152 WEST 57TH STREET, NEW YORK, NEW YORK 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 314-7300
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] 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.
IAC/InterActiveCorp ("IAC") has previously disclosed the manner in
which it intends to adjust its warrants and preferred stock in connection with
the spin-off of Expedia, Inc. ("Expedia") in its proxy statement/prospectus,
dated June 20, 2005 and its current report on Form 8-K filed with the SEC on
July 25, 2005. Assuming, as IAC has previously announced, that IAC and Expedia
begin trading as independent public companies on August 9, 2005, the adjustments
to the exercise prices of IAC's and Expedia's warrants following the spin-off
and the face values of IAC's and Expedia's preferred stock following the
spin-off will be based on the August 8 closing price of IAC common stock
($25.30) and the August 8 closing price of Expedia common stock in the when
issued market ($22.50).
Based on the foregoing assumptions, each warrant that trades on the
Nasdaq National Market under the ticker symbol "IACIW" will entitle its holder
to purchase one half of one share of IAC common stock at an exercise price of
$19.49 per warrant and each warrant that trades on the Nasdaq National Market
under the ticker symbol "IACIZ" will entitle its holder to purchase 0.969375
shares of IAC common stock at an exercise price of $14.44 per warrant. In
addition, two new warrants to purchase shares of Expedia common stock will begin
trading. Each warrant that trades on the Nasdaq National Market under the ticker
symbol "EXPEW" will entitle its holder to purchase one half of one share of
Expedia common stock at an exercise price of $15.61 per warrant and each warrant
that trades on the Nasdaq National Market under the ticker symbol "EXPEZ" will
entitle its holder to purchase 0.969375 shares of Expedia common stock at an
exercise price of $11.56 per warrant. With respect to warrants that are not
publicly traded, IAC and Expedia will provide to holders of those securities
written notice of applicable adjustments.
Based on the assumptions described in the first paragraph of this
Current Report on Form 8-K:
o The face value of the new IAC Series B Cumulative Convertible Preferred
Stock will be $27.77 and the initial "Trigger Price" used to determine
adjustments with respect to conversion rights will be $38.98.
o The face value of the new Expedia Series A Cumulative Convertible Preferred
Stock will be $22.23 and the initial "Trigger Price" used to determine the
adjustments with respect to conversion rights will be $31.22.
SIGNATURE
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 hereunto duly authorized.
IAC/INTERACTIVECORP
Date: August 8, 2005 By: /s/ GREGORY R. BLATT
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Name: Gregory R. Blatt
Title: Executive Vice President
and General Counsel