SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EXPEDIA, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1996083
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
13810 SE EASTGATE WAY, SUITE 400, 98005
BELLEVUE, WA
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant to Act and is effective pursuant
General Instruction A.(c), please to General Instruction A.(d),
check the following box. [ ] please check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-68116
333-73168
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Class B Common Stock, par value $0.01 per share
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(Title of Class)
Warrants to purchase shares of Common Stock, par value $0.01 per share
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
The Registrant hereby incorporates by reference the description of the: (a)
Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock"), of the Registrant registered hereby set forth under the heading
"Description of Expedia Capital Stock - Expedia Common Stock and Expedia
Class B Common Stock" in the Prospectus included in its Registration
Statement on Form S-4 (File No. 333-68116), as amended (the "S-4
Registration Statement"), and (b) warrants (the "New Expedia Warrants") to
purchase shares of Common Stock, par value $0.01 per share, of the
Registrant hereby set forth under (i) the heading "Description of Expedia
Capital Stock - New Expedia Warrants" in the Prospectus included in the S-4
Registration Statement, and (ii) the heading "Description of Expedia
Capital Stock - New Expedia Warrants" in the Prospectus included in its
Registration Statement on Form S-3 (File No. 333-73168), as amended.
Item 2. Exhibits.
The following documents are filed herewith (or incorporated by reference):
1. Registrant's Registration Statement on Form S-4 (File No. 333-68116)
(incorporated by reference).
2. Registrant's Registration Statement on Form S-3 (File No. 333-73168)
(incorporated by reference).
3. Form of Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.3.1 to Registration
Statement No. 333-68116).
4. Form of Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.4.1 to Registration Statement No. 333-68116).
5. Specimen Certificate of Class B Common Stock (incorporated by
reference to Exhibit 4.2 to Registration Statement No. 333-68116).
6. Specimen Certificate of New Expedia Warrant (incorporated by reference
to Exhibit 4.3 to Registration Statement No. 333-68116).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
EXPEDIA, INC.
Date: February 1, 2002 By: /s/ Mark S. Britton
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Name: Mark S. Britton
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit
No. Description
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1. Registrant's Registration Statement on Form S-4 (File No. 333-68116)
(incorporated by reference).
2. Registrant's Registration Statement on Form S-3 (File No. 333-73168)
(incorporated by reference).
3. Form of Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.3.1 to Registration
Statement No. 333-68116).
4. Form of Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.4.1 to Registration Statement No. 333-68116).
5. Specimen Certificate of Class B Common Stock (incorporated by reference
to Exhibit 4.2 to Registration Statement No. 333-68116).
6. Specimen Certificate of New Expedia Warrant (incorporated by reference
to Exhibit 4.3 to Registration Statement No. 333-68116).