425 1 a16-16603_28k.htm 8-K

 

 

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): August 5, 2016

 

LIBERTY INTERACTIVE CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33982

 

84-1288730

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (720) 875-5300

 

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 (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02. Results of Operations and Financial Condition

 

On August 5, 2016, Liberty Interactive Corporation (the “Company”) issued a press release (the “Earnings Release”) setting forth information, including financial information, which is intended to supplement the financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2016.

 

This Item 2.02 and the Earnings Release attached hereto as Exhibit 99.1, insofar as they disclose historical information regarding the Company’s results of operations or financial condition for the quarter ended June 30, 2016, and other than the portions thereof filed as part of Exhibit 99.2, are being furnished to the SEC.

 

Item 8.01. Other Events

 

The portions of the Earnings Release, which is archived on the Company’s website, that relate to the discussion of the Company’s proposed split-off of Liberty Expedia Holdings, Inc. are being filed herewith as Exhibit 99.2 to this Current Report on Form 8-K in compliance with Rule 425 of the Securities Act of 1933, as amended, and are hereby incorporated by reference into this Item 8.01.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)  Exhibits

 

Exhibit No.

 

Name

99.1

 

Press Release dated August 5, 2016

99.2

 

Excerpts of Press Release dated August 5, 2016 relating to the proposed split-off of Liberty Expedia Holdings, Inc.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 10, 2016

 

 

 

LIBERTY INTERACTIVE CORPORATION

 

 

 

 

 

 

 

By:

/s/ Wade Haufschild

 

 

Name: Wade Haufschild

 

 

Title: Vice President

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Name

99.1

 

Press Release dated August 5, 2016

99.2

 

Excerpts of Press Release dated August 5, 2016 relating to the proposed split-off of Liberty Expedia Holdings, Inc.

 

4