8-K 1 oct10form8k.txt FORM 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): October 9, 2002 USA INTERACTIVE (Exact name of Registrant as specified in charter) Delaware 0-20570 59-2712887 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 152 West 57th Street, New York, NY 10019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 314-7300 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE USA Interactive, a Delaware corporation (the "Company"), announced on October 10, 2002 that it had entered into an Agreement and Plan of Merger, dated as of October 9, 2002 (the "Merger Agreement"), by and among the Company, T Merger Corp., a Delaware corporation ("Sub"), and Ticketmaster, a Delaware corporation and majority owned subsidiary of the Company ("Ticketmaster"). Pursuant to the Merger Agreement, (a) Sub will be merged with and into Ticketmaster, with Ticketmaster surviving as a wholly owned subsidiary of the Company (the "Merger"), and (b) each share of Class A common stock, par value $0.01 per share, of Ticketmaster and share of Class B common stock, par value $0.01 per share, of Ticketmaster (in each case, other than (i) shares held by the Company or any wholly owned subsidiary of the Company, (ii) shares held by Ticketmaster or any wholly owned subsidiary of Ticketmaster, and (iii) shares of Class A common stock held by Ticketmaster stockholders that validly perfect appraisal rights under Delaware law) will be automatically converted in the Merger into 0.935 of a share of common stock, par value $0.01 per share, of the Company. The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 and hereby incorporated by reference herein. A copy of the joint press release issued by the Company and Ticketmaster is attached as Exhibit 99.1 hereto, and hereby incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 2.1 Agreement and Plan of Merger, dated as of October 9, 2002, by and among USA Interactive, T Merger Corp. and Ticketmaster. 99.1 Joint Press Release issued by USA Interactive and Ticketmaster. 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 thereunto duly authorized. USA INTERACTIVE By: /s/ Julius Genachowski ---------------------------- Name: Julius Genachowski Title: Executive Vice President Date: October 10, 2002 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 2.1 Agreement and Plan of Merger, dated as of October 9, 2002, by and among USA Interactive, T Merger Corp. and Ticketmaster. 99.1 Joint Press Release issued by USA Interactive and Ticketmaster.