Iac/Interactivecorp - Current report filing (8-K)
August 25 2008 - 7:52AM
Edgar (US Regulatory)
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 25, 2008
IAC/InterActiveCorp
(Exact
name of registrant as specified in charter)
Delaware
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0-20570
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59-271288
7
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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555 West 18th Street, New York, NY
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10011
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(212) 314-7300
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the obligation of the registrant
under any of the following provisions:
o
Written communication 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 5.04.
Temporary
Suspension of Trading Under Registrants Employee Benefit Plans.
On August 13,
2008, IAC/InterActiveCorp (IAC) sent a notice to its directors and executive
officers informing them of a blackout period with respect to IACs 401(k) plan
(the Plan) that was expected to last only three (3) consecutive business
days, beginning at the close of business on August 19, 2008 and ending on
the morning of August 25, 2008. Due
to unforeseeable events, it is currently anticipated that trades involving IAC
stock in the Plan will be suspended until Wednesday, August 27, 2008. Accordingly, on August 25, 2008, IAC
sent an update notice to its directors and executive officers informing them
that the blackout period with respect to the Plan is currently expected to
extend until Wednesday, August 27, 2008.
Until such time, IACs directors and executive officers will be subject
to blackout restrictions with respect to transactions in IAC common stock and
related equity securities. This blackout
period has been implemented in connection with IACs spin-offs of HSN, Inc.,
Interval Leisure Group, Inc, Ticketmaster, and Tree.com, Inc. (the Spin-offs)
and a reverse stock split of IAC common stock, all of which were completed on
Wednesday, August 20, 2008. In
order to administer the Spin-offs and the reverse stock split, access to IAC
common stock held in accounts under the Plan must be suspended for the blackout
period, during which time participants in the Plan will be unable to engage in
certain transactions involving IAC common stock held in their Plan accounts,
including exchange, distribution and loan transactions.
A copy of the
initial blackout notice to IACs directors and executive officers is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the second blackout notice to IACs
directors and executive officers is attached hereto as Exhibit 99.2 and is
incorporated herein by reference. During
the blackout period and for a period of two years after the ending date of the
blackout period, security holders or other interested persons may obtain,
without charge, information about the actual beginning and ending dates of the
blackout period by contacting David Birnbaum, at IAC/InterActiveCorp, 555 West
18th Street, New York, NY, or at (212) 314-7244, to whom all inquiries
regarding the blackout period should be directed.
ITEM
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits to this Form 8-K
Exhibit No.
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Description
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99.1
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First Notice Concerning Limitations on Trading in IAC/InterActiveCorp
Common Stock
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99.2
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Second Notice Concerning Limitations on Trading in
IAC/InterActiveCorp Common Stock
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2
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.
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IAC/INTERACTIVECORP
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/s/ Gregory R. Blatt
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Date: August 25, 2008
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Name: Gregory R. Blatt
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Title: EVP & General Counsel
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3
EXHIBIT INDEX
Exhibits to this Form 8-K
Exhibit No.
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Description
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99.1
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First Notice Concerning Limitations on Trading in IAC/InterActiveCorp
Common Stock
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99.2
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Second Notice Concerning Limitations on Trading in
IAC/InterActiveCorp Common Stock
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4
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