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): July 8, 2016
LIBERTY INTERACTIVE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
001-33982
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84-1288730
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
12300 Liberty Boulevard
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):
[ ] 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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On July 11, 2016, Liberty Interactive Corporation (“Liberty” or the “Company”) delivered to its executive officers and directors (collectively, the “Covered Persons”) a notice under Rule 104(b)(2)(iii) of Regulation BTR, pursuant to which Liberty has imposed a “blackout” period in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and the Securities and Exchange Commission regulations.
Because the blackout period being imposed under the Liberty Media 401(k) Savings Plan (the “Plan”), in which the Company is an adopting employer, has been postponed and will now begin on Wednesday, July 20, 2016 at 4:00 p.m., ET, and end on or about Wednesday, July 27, 2016, we are imposing a SOX blackout period beginning on Wednesday, July 20, 2016 at 4:00 p.m., ET, and ending on or about Wednesday, July 27, 2016. We will advise the Covered Persons when the SOX blackout period ends, if earlier or later than the specified date and time. The blackout period under the Plan is needed in connection with the proposed distribution by means of a dividend of shares of Series A common stock and Series C common stock of CommerceHub, Inc. (“CH Parent”), a wholly owned subsidiary of the Company, to holders of the Company’s Series A Liberty Ventures common stock in order to effect the proposed spin-off of CH Parent by the Company (the “Spin-Off”), which is subject to the satisfaction or waiver of various conditions.
While the SOX blackout period is in effect, the Covered Persons (and their immediate family members who share their residence) should not, directly or indirectly, engage in any purchase, sale, transfer, acquisition, or disposition of (i) any equity securities of the Company relating to the Company’s Liberty Ventures tracking stock, including common stock and options, and (ii) any equity securities of CH Parent, including common stock, options and stock appreciation rights. There are limited exclusions and exemptions from this rule. Further, the above prohibition is in addition to other restrictions on trading activity that the Company imposes on its executive officers and directors, including under the Company’s insider trading policy and any administrative blackout related to the Company’s online incentive award platform.
Although the SOX blackout period under the Plan was initially scheduled to begin at 4:00 p.m., ET, on July 11, 2016, CH Parent's registration statement for the Spin-Off is still under review with the Securities and Exchange Commission, which resulted in the selection of a new proposed distribution date for the Spin-Off. This delay, which is beyond the reasonable control of the Company and was unforeseeable to the Company, has resulted in the postponement of the blackout period under the Plan as well as the SOX blackout period. Accordingly, the Company was not able to provide the Covered Persons with the requisite notice under Rule 104(b)(2)(iii) of Regulation BTR until July 11, 2016.
If the Covered Persons have any questions pertaining to the notice or the SOX blackout period, they were directed to contact Rich Baer, Pam Coe or Craig Troyer in the Legal Department of the Company by telephone at 720-875-5300 or by mail at 12300 Liberty Boulevard, Englewood, CO 80112.
Item 7.01. Regulation FD Disclosure
On July 8, 2016, Liberty issued a press release announcing the new proposed distribution date for the Spin-Off.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Name |
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99.1 |
Press Release, dated July 8, 2016 |
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: July 11, 2016
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LIBERTY INTERACTIVE CORPORATION |
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By: |
/s/ Wade Haufschild |
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Name: |
Wade Haufschild |
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Title: |
Vice President |
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EXHIBIT INDEX
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Exhibit No. |
Name |
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99.1 |
Press Release, dated July 8, 2016 |
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Liberty Announces New Proposed Distribution Date for Spin-off of CommerceHub
ENGLEWOOD, Colo., July 8, 2016. Liberty Interactive Corporation ("Liberty") (Nasdaq: QVCA, QVCB, LVNTA, LVNTB), announced today a new proposed distribution date in connection with its upcoming spin-off (the "Spin-off") of its subsidiary CommerceHub, Inc. ("CH Parent"). Because CH Parent’s registration statement for the Spin-Off is still under review with the Securities and Exchange Commission, the new proposed distribution date will be 5:00 p.m., New York City time, on July 22, 2016 (previously announced as July 13, 2016). The record date will remain 5:00 p.m., New York City time, on July 8, 2016.
In the Spin-off, Liberty will distribute, by means of a dividend (the "Distribution"), to holders of its Series A and Series B Liberty Ventures common stock (i) 0.1 of a share of the corresponding series of CH Parent common stock and (ii) 0.2 of a share of CH Parent Series C common stock, in each case, for each share of Liberty Ventures common stock held as of the record date.
Liberty expects that the CH Parent Series A and Series C common stock will begin trading in the "regular way" on the Nasdaq Global Select Market under the symbols "CHUBA" and "CHUBK," and that the CH Parent Series B common stock will be quoted on the OTC Markets under the symbol "CHUBB," in each case, beginning on July 25, 2016.
The completion of the Spin-off remains subject to the satisfaction or waiver, as applicable, of a number of conditions. Additional information relating to the Spin-off, including the ex-dividend date of the Distribution and when-issued trading, will be announced once available.
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the completion of the Spin-off. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, Liberty's ability to satisfy the conditions to the Spin-off. These forward-looking statements speak only as of the date of this press release, and Liberty expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty, including the most recent Forms 10-K and 10-Q, for additional information about Liberty and about the risks and uncertainties related to Liberty's business which may affect the statements made in this press release.
About Liberty Interactive Corporation
Liberty Interactive Corporation operates and owns interests in a broad range of digital commerce businesses. Those businesses are currently attributed to two tracking stock groups: the QVC Group and the Liberty Ventures Group. The businesses and assets attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty Interactive Corporation's subsidiaries, QVC, Inc. and zulily, llc, and its interest in HSN, Inc., and the businesses and assets attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB) consist of all of Liberty Interactive Corporation's businesses and assets other than those attributed to the QVC Group, including its interest in Expedia, Interval Leisure Group and FTD, its subsidiaries Bodybuilding.com, CommerceHub and Evite, and minority interests in Time Warner, Liberty Broadband Corporation, Lending Tree and Charter Communications, Inc.
Liberty Interactive Corporation
Courtnee Chun, 720-875-5420
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