POS EX 1 poseff.txt 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