425 1 tm2037917d8_425.htm 425

 

 

 

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):  January 25, 2021

 

IAC/INTERACTIVECORP 

(Exact name of registrant as specified in its charter)

 

Delaware   001-39356   84-3727412
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File No.)   Identification No.)

 

555 West 18th Street, New York, NY   10011
(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)

 

¨ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

(Title of each class)   (Trading Symbol(s))   (Name of each exchange on which registered)
Common Stock, par value $0.001   IAC   The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 8.01.Other Events.

 

On January 25, 2021, IAC issued a press release announcing a $300 million primary equity issuance by IAC’s subsidiary, Vimeo, Inc. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)        Exhibits.

 

Exhibit No.   Description of Exhibit
99.1   Press Release, dated January 25, 2021.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

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
   
   
  By: /s/ Kendall Handler                                
  Name:  Kendall Handler
  Title: Senior Vice President & General Counsel

 

Date: January 25, 2021