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 24, 2005
IAC/INTERACTIVECORP
(Exact name of registrant as specified in its charter)
Delaware 0-20570 59-2712887
(State or other (Commission File Number) (IRS Employer Identification No.)
jurisdiction of
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:
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 21, 2005, IAC/InterActiveCorp, a Delaware corporation ("IAC"), AJI
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of IAC
("Merger Sub") and Ask Jeeves, Inc., a Delaware corporation ("Ask Jeeves"),
announced they had signed an Agreement and Plan of Merger and Reorganization,
dated as of March 21, 2005 (the "Merger Agreement"), pursuant to which Merger
Sub would merge with and into Ask Jeeves, with Ask Jeeves continuing as the
surviving corporation (the "Merger"). As a result of the Merger, Ask Jeeves will
become a wholly owned subsidiary of IAC.
Subject to the terms and conditions of the Merger Agreement, which has been
approved by the Boards of Directors of all parties, each holder of Ask Jeeves
common stock will have the right to receive, for each share of Ask Jeeves common
stock, 1.2668 shares of IAC common stock. Ask Jeeves stock options will be
converted upon the completion of the Merger into options to acquire shares of
IAC common stock, if not exercised before that time.
Consummation of the Merger is subject to customary conditions, including
(i) approval of the holders of Ask Jeeves common stock, (ii) receipt of
regulatory approvals, (iii) absence of any law or order prohibiting the closing
and (iv) effectiveness of a registration statement for, and Nasdaq listing of,
shares of IAC common stock to be issued in the transaction. In addition, each
party's obligation to consummate the Merger is subject to certain other
conditions, including (i) subject to certain exceptions, the accuracy of the
representations and warranties of the other party, (ii) material compliance of
the other party with its covenants and (iii) the delivery of customary opinions
from counsel to IAC and counsel to Ask Jeeves that the Merger will qualify as a
tax-free reorganization for federal income tax purposes.
The Merger Agreement contains customary covenants of Ask Jeeves, IAC and
the Merger Sub including, among others, covenants of Ask Jeeves (i) to conduct
its businesses in the ordinary course consistent with past practice during the
interim period between the execution of the Merger Agreement and consummation of
the Merger and (ii) not to engage in certain kinds of transactions during such
period. In addition, Ask Jeeves has agreed, subject to certain exceptions, to
use reasonable efforts to cause a stockholder meeting to be held to consider
approval of the Merger and the other transactions contemplated by the Merger
Agreement and that Ask Jeeves' Board of Directors will recommend approval and
adoption by its stockholders of the Merger Agreement. Ask Jeeves also has agreed
not to (i) solicit proposals relating to certain alternative business
combination or asset sale transactions or (ii) subject to certain exceptions,
enter into discussions or an agreement concerning, or provide confidential
information in connection with, any proposals for such alternative transactions.
The Merger Agreement also contains representations and warranties made by
IAC and Ask Jeeves. The assertions embodied in those representations and
warranties are qualified by information in confidential disclosure schedules
(the "Disclosure Schedules") that the parties exchanged in connection with
signing the Merger Agreement. The Disclosure Schedules contain information that
modifies, qualifies and creates exceptions to the representations and warranties
set forth in the Merger Agreement. In addition, representations and warranties
may be used as a tool to allocate risks between the parties where the parties do
not have complete knowledge of all facts. Accordingly, investors should not rely
on the representations and warranties as characterizations of the actual state
of facts or condition of IAC or Ask Jeeves, since they may be modified in
important part by information disclosed in the Disclosure Schedules.
The Merger Agreement contains certain termination rights for both IAC and
Ask Jeeves and further provides that, upon termination of the Merger Agreement
under specified circumstances, Ask Jeeves may be required to pay IAC a
termination fee of $68.5 million. In certain other specified circumstances, Ask
Jeeves or IAC may be required to pay the fees and expenses of the other party.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into
this report by reference.
Additional Information About the 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.
Forward-Looking Statements
Information set forth in this report contains forward-looking statements,
which involve a number of risks and uncertainties. IAC and Ask Jeeves caution
readers that any forward-looking information is not a guarantee of future
performance and that actual results could differ materially from those contained
in the forward-looking information. Such forward-looking statements include, but
are not limited to, statements about the benefits of the business combination
transaction involving IAC and Ask Jeeves, including future financial and
operating results, the new company's plans, objectives, expectations and
intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: the ability to obtain
regulatory approvals of the transaction on the proposed terms and schedule; the
failure of Ask Jeeves stockholders to approve the transaction; the risk that the
businesses will not be integrated successfully; the risk that the cost savings
and any other synergies from the transaction may not be fully realized or may
take longer to realize than expected; disruption from the transaction making it
more difficult to maintain relationships with customers, employees or suppliers;
competition and its effect on pricing, spending, third-party relationships and
revenues. Additional factors that may affect future results are contained in
IAC's and Ask Jeeves' filings with the SEC, which are available at the SEC's
website www.sec.gov. IAC and Ask Jeeves disclaim any obligation to update and
revise statements contained in these materials based on new information or
otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
--------------------------------------------------------------------------------
2.1 Agreement and Plan of Merger and Reorganization, dated as of
March 21, 2005, by and among IAC/InterActiveCorp, AJI
Acquisition Corp. and Ask Jeeves, Inc.
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 24, 2005 By: /s/ Gregory R. Blatt
-----------------------------------
Name: Gregory R. Blatt
Title: Senior Vice President and
General Counsel
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ------------------------------------------------------------
2.1 Agreement and Plan of Merger and Reorganization, dated as of
March 21, 2005, by and among IAC/InterActiveCorp,
AJI Acquisition Corp. and Ask Jeeves, Inc.