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 (g) of the
Securities Exchange Act of 1934
Expedia, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 20-2705720
(State of Incorporation (IRS Employer
or Organization) Identification Number)
3150 139th Avenue SE
Bellevue, Washington 98005
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: [X]
Securities Act registration statement file number to which this form
relates: 333-124303-01
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Each Class)
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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Common Stock, par value $0.001 The Nasdaq National Market
Warrants to purchase one half of one
share of Common Stock, par value $0.001 The Nasdaq National Market
Warrants to purchase 0.969375
shares of Common Stock, par value $0.001 The Nasdaq National Market
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities of Expedia, Inc., a Delaware corporation ("Expedia"), to
be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended, are (1) shares of common stock, par value $0.001 per share, of
Expedia ("Expedia Common Stock"), (2) warrants to purchase one half of one share
of Common Stock (the "EXPEW Warrants") and (3) warrants to purchase 0.969375
shares of Expedia Common Stock (the "EXPEZ Warrants"). The Expedia Common Stock,
EXPEW Warrants and EXPEZ Warrants will be issued upon completion of the spin-off
(the "Spin-Off") of Expedia from IAC/InterActiveCorp ("IAC").
EXPEDIA COMMON STOCK
A description of the Expedia Common Stock is set forth under the
caption "The Spin-Off Proposal -- Description of Expedia Capital Stock after the
Spin-Off" in Expedia's Registration Statement on Form S-4 (File No.
333-124303-01), initially filed with the Securities and Exchange Commission on
April 25, 2005, as amended, which description is incorporated by reference into
this Form 8-A.
EXPEW WARRANTS
EXPEW Warrants will be issued under a warrant agreement between Expedia
and The Bank of New York, as warrant agent.
Each EXPEW Warrant will entitle its holder to purchase one half of one
share of Expedia Common Stock at an exercise price (rounded up to the nearest
whole cent) equal to (1) $35.10 multiplied by (2) a fraction equal to (a) the
opening price of Expedia Common Stock on the first trading day after the date of
the Spin-Off, divided by (b) the closing price (without giving effect to IAC's
anticipated one-for-two reverse stock split) of common stock, par value $0.01
per share of IAC ("IAC Common Stock") on the date of the Spin-Off. Based on
discussions with The Nasdaq National Market, for purposes of the immediately
preceding sentence, opening price of Expedia Common Stock on the first trading
day following the Spin-Off will mean the closing price of Expedia Common Stock
in the when issued market on the date of the Spin-Off (which will reflect IAC's
anticipated one-for-two reverse stock split). "When-issued" trading refers to
conditional purchases or sales transactions with respect to a security that has
been authorized but is not yet issued and available. IAC currently expects, but
cannot guarantee, that Expedia Common Stock will begin when-issued trading on
the Nasdaq National Market on July 20, 2005 under the ticker symbol "EXPEV."
The exercise price must be paid in cash. Each EXPEW Warrant may be
exercised on any business day on or prior to February 4, 2009. Any EXPEW Warrant
not exercised before that date will become void, and all rights of the holder of
the EXPEW Warrant will cease. Holders of EXPEW Warrants will not be entitled, by
virtue of being such holders, to any rights of holders of Expedia Common Stock
until they exercise their warrants. The EXPEW Warrants are not subject to
redemption.
The number of shares of Expedia Common Stock issuable upon exercise of
the EXPEW Warrants and the exercise price of the EXPEW Warrants will be subject
to adjustment from time to time upon the occurrence of any of the following
events: any stock split; any stock consolidation, combination or subdivision;
any stock dividend or other distribution; and any repurchase, reclassification,
recapitalization or reorganization and certain distributions of rights, warrants
or evidences of indebtedness or assets.
Expedia will not issue fractional shares of Expedia Common Stock upon
exercise of an EXPEW Warrant. Instead of issuing a fractional share of Expedia
Common Stock which would otherwise be deliverable upon the exercise of an EXPEW
Warrant, Expedia will pay the holder of such EXPEW Warrant an amount in cash
based on the closing price of Expedia Common Stock as of the exercise date of
the EXPEW Warrant.
Expedia will keep in reserve at all times before the expiration date of
the EXPEW Warrants sufficient authorized but unissued shares of Expedia Common
Stock for issuance in the event of exercises by the holders of EXPEW Warrants.
In addition, the EXPEW Warrants and any shares of Expedia Common Stock issued
upon exercise of the EXPEW Warrants have been registered under the Securities
Act of 1933, as amended.
STOCKHOLDER EXPEZ WARRANTS
Certain EXPEZ Warrants (the "Stockholder EXPEZ Warrants") will be
issued under a stockholder equity warrant agreement between Expedia and Mellon
Investor Services LLC, as warrant agent.
Each Stockholder EXPEZ Warrant will entitle its holder to purchase
0.969375 shares of Expedia Common Stock at an exercise price (rounded up to the
nearest whole cent) equal to (1) $26.00 multiplied by (2) a fraction equal to
(a) the opening price of Expedia Common Stock on the first trading day after the
date of the Spin-Off, divided by (b) the closing price (without giving effect to
IAC's anticipated one-for-two reverse stock split) of IAC Common Stock on the
date of the Spin-Off. Based on discussions with The Nasdaq National Market, for
purposes of the immediately preceding sentence, opening price of Expedia Common
Stock on the first trading day following the Spin-Off will mean the closing
price of Expedia Common Stock in the when issued market on the date of the
Spin-Off (which will reflect IAC's anticipated one-for-two reverse stock split).
"When-issued" trading refers to conditional purchases or sales transactions with
respect to a security that has been authorized but is not yet issued and
available. IAC currently expects, but cannot guarantee, that Expedia Common
Stock will begin when-issued trading on the Nasdaq National Market on July 20,
2005 under the ticker symbol "EXPEV."
The exercise price must be paid in cash. Each Stockholder EXPEZ Warrant
may be exercised on any business day on or prior to February 4, 2009. Any
Stockholder EXPEZ Warrant not exercised before that date will become void, and
all rights of the holder of the Stockholder EXPEZ Warrant will cease. Holders of
Stockholder EXPEZ Warrants will not be entitled, by virtue of being such
holders, to any rights of holders of Expedia Common Stock until they exercise
their warrants. The Stockholder EXPEZ Warrants are not subject to redemption.
The number of shares of Expedia Common Stock issuable upon exercise of
the Stockholder EXPEZ Warrants and the exercise price of the Stockholder EXPEZ
Warrants will be subject to adjustment from time to time upon the
occurrence of any of the following events: any stock split; any stock
consolidation, combination or subdivision; any stock dividend or other
distribution; and any repurchase, reclassification, recapitalization or
reorganization; and certain distributions of rights, warrants or evidences of
indebtedness or assets.
Expedia will not issue fractional shares of Expedia Common Stock upon
exercise of a Stockholder EXPEZ Warrant. Instead of issuing a fractional share
of Expedia Common Stock which would otherwise be deliverable upon the exercise
of a Stockholder EXPEZ Warrant, Expedia will pay the holder of such Stockholder
EXPEZ Warrant an amount in cash based on the closing price of Expedia Common
Stock as of the exercise date of the Stockholder EXPEZ Warrant.
Expedia will keep in reserve at all times before the expiration date of
the Stockholder EXPEZ Warrants sufficient authorized but unissued shares of
Expedia Common Stock for issuance in the event of exercises by the holders of
Stockholder EXPEZ Warrants. In addition, the Stockholder EXPEZ Warrants and any
shares of Expedia Common Stock issued upon exercise of the Stockholder EXPEZ
Warrants have been registered under the Securities Act of 1933, as amended.
EMPLOYEE EXPEZ WARRANTS
Certain EXPEZ Warrants (the "Employee EXPEZ Warrants") will be issued
under an optionholder equity warrant agreement between Expedia and Mellon
Investor Services LLC, as warrant agent. Except with respect to vesting
(including transferability prior to vesting), as described below, and applicable
withholding taxes, the Employee EXPEZ Warrants are identical in all material
respects to the Stockholder EXPEZ Warrants described above.
The Employee EXPEZ Warrants will be subject to the same vesting
schedule as the stock options in respect of which such Employee EXPEZ Warrants
were issued. The Employee EXPEZ Warrants will be forfeited and will never become
exercisable or transferable if a stock option related to the Employee EXPEZ
Warrant never vests. The Employee EXPEZ Warrants will not be subject to
redemption.
Expedia will keep in reserve at all times before the expiration date of
the Employee EXPEZ Warrants sufficient authorized but unissued shares of Expedia
Common Stock for issuance in the event of exercises by the holders of vested
Employee EXPEZ Warrants. In addition, the Employee EXPEZ Warrants and any shares
of Expedia Common Stock issued upon exercise of the Employee EXPEZ Warrants have
been registered under the Securities Act of 1933, as amended.
ITEM 2. EXHIBITS
3.1 Form of Amended and Restated Certificate of Incorporation of Expedia,
Inc. (incorporated by reference to Exhibit 3.7 of Amendment No. 1 to
Expedia's Registration Statement on Form S-4, filed on June 13, 2005
(File No. 333-124303-01)).
3.2 Form of Amended and Restated Bylaws of Expedia, Inc. (incorporated by
reference to Exhibit 3.8 of Amendment No. 1 to Expedia's Registration
Statement on Form S-4, filed on June 13, 2005 (File No. 333-124303-01)).
4.1 Specimen Expedia, Inc. Common Stock Certificate (incorporated by
reference to Exhibit 4.8 of Amendment No. 1 to Expedia's Registration
Statement on Form S-4, filed on June 13, 2005 (File No. 333-124303-01))
4.2 Form of Warrant Agreement (incorporated by reference to Exhibit 4.4 of
Amendment No. 1 to Expedia's Registration Statement on Form S-4, filed
on June 13, 2005 (File No. 333-124303-01)).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: July 19, 2005
EXPEDIA, INC.
By: /s/ KEENAN M. CONDER
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Name: Keenan M. Conder
Title: Senior Vice President
and General Counsel