As Filed with the Securities and Exchange Commission on October 31, 2005
Registration No. 333-124303
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IAC/INTERACTIVECORP
(Exact Name of Registrant as Specified in its Charter)
Delaware 4833 59-2712887
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification
Incorporation or Number)
Organization)
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 314-7300
(Address, including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)
GREGORY R. BLATT, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
IAC/INTERACTIVECORP
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 314-7300
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
COPY TO:
PAMELA S. SEYMON, ESQ.
WACHTELL, LIPTON, ROSEN & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective and upon
completion of the transactions described in the enclosed proxy
statement/prospectus.
If the securities registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
THIS POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT ON FORM
S-4 (REG. NO. 333-124303) SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 8(C) OF THE SECURITIES ACT OF 1933.
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to Form S-4 Registration Statement
No. 333-124303 is filed solely to file Exhibit 8.1a as an additional exhibit to
the Registration Statement. In accordance with Section 462(d) of the Securities
Act of 1933, as amended, this Post-Effective Amendment shall become effective
immediately upon filing with the Securities and Exchange Commission.
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
EXHIBIT INDEX
Exhibit No. Document
8.1a Opinion of Wachtell, Lipton, Rosen & Katz, as to certain
material U.S. federal tax matters
SIGNATURES
Pursuant to the requirements of the Securities Act, the co-Registrant
has duly caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on October 31, 2005.
IAC/INTERACTIVECORP
By: /s/ GREGORY R. BLATT
-------------------------------------
Name: Gregory R. Blatt
Title: Executive Vice President,
General Counsel and Secretary
IN WITNESS WHEREOF and pursuant to the requirements of the Securities
Act, this Post-Effective Amendment has been signed by the following persons in
the capacities indicated as of October 31, 2005.
Signature Title
*
------------------------------------ Chairman of the Board, Chief Executive
Barry Diller Officer and Director
*
------------------------------------
Victor A. Kaufman Vice Chairman and Director
*
------------------------------------
Thomas J. McInerney Executive Vice President and
Chief Financial Officer
*
-----------------------------------
Michael H. Schwerdtman Vice President and Controller
(Chief Accounting Officer)
*
------------------------------------
Edgar Bronfman, Jr. Director
*
------------------------------------
Donald R. Keough Director
*
------------------------------------
Marie-Josee Kravis Director
*
------------------------------------
Bryan Lourd Director
*
------------------------------------
Arthur C. Martinez Director
*
------------------------------------
Steven Rattner Director
*
------------------------------------
H. Norman Schwarzkopf Director
*
------------------------------------
Alan G. Spoon Director
*
------------------------------------
Diane Von Furstenberg Director
*By:
/s/ GREGORY R. BLATT
-------------------------
Gregory R. Blatt