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 5, 2016
LIBERTY INTERACTIVE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
| 001-33982 |
| 84-1288730 |
(State or other jurisdiction of |
| (Commission |
| (I.R.S. Employer |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (720) 875-5300
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 (see General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On August 5, 2016, Liberty Interactive Corporation (the “Company”) issued a press release (the “Earnings Release”) setting forth information, including financial information, which is intended to supplement the financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2016.
This Item 2.02 and the Earnings Release attached hereto as Exhibit 99.1, insofar as they disclose historical information regarding the Company’s results of operations or financial condition for the quarter ended June 30, 2016, and other than the portions thereof filed as part of Exhibit 99.2, are being furnished to the SEC.
Item 8.01. Other Events
The portions of the Earnings Release, which is archived on the Company’s website, that relate to the discussion of the Company’s proposed split-off of Liberty Expedia Holdings, Inc. are being filed herewith as Exhibit 99.2 to this Current Report on Form 8-K in compliance with Rule 425 of the Securities Act of 1933, as amended, and are hereby incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
| Name |
99.1 |
| Press Release dated August 5, 2016 |
99.2 |
| Excerpts of Press Release dated August 5, 2016 relating to the proposed split-off of Liberty Expedia Holdings, Inc. |
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 hereunto duly authorized.
Date: August 10, 2016
| LIBERTY INTERACTIVE CORPORATION | |
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| By: | /s/ Wade Haufschild |
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| Name: Wade Haufschild |
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| Title: Vice President |