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) MARCH 30, 2005
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IAC/INTERACTIVECORP
(Exact name of registrant as specified in its charter)
Delaware 0-20570 59-2712887
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
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:
[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 March 30, 2005, IAC/InterActiveCorp (the "Company") issued a press
release that stated, among other things, that the average daily trading volume
in its stock during the prior four calendar weeks was approximately 1.1 million
shares. That number actually related to the trailing four-week average during
the week of March 21, and the correct number as of March 28 was approximately
1.6 million shares. The Company does not intend to update this number going
forward.
# # # #
FORWARD LOOKING STATEMENTS
This document 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," 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 or otherwise, actions
and initiatives by current and potential competitors, changes in the
availability of favorably priced inventory, changes in occupancy rates, the
effect of current and future legislation or regulation, the ability to make cost
efficient expenditures in connection with expanding our reach, 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 document 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 document.
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 document to reflect circumstances existing after the date of
this document 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.
ADDITIONAL INFORMATION ABOUT THE ASK JEEVES ACQUISITION
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 in
connection with the proposed merger. 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
In connection with the proposed spin-off it is currently expected that IAC
will file a proxy statement/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.
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 hereunto duly authorized.
IAC/INTERACTIVECORP
Dated: March 30, 2005 By /S/ GREGORY R. BLATT
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Name: Gregory R. Blatt
Title: Executive Vice President
and General Counsel