0001104659-20-018070.txt : 20200212
0001104659-20-018070.hdr.sgml : 20200212
20200212084651
ACCESSION NUMBER: 0001104659-20-018070
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200211
FILED AS OF DATE: 20200212
DATE AS OF CHANGE: 20200212
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: IAC/INTERACTIVECORP
CENTRAL INDEX KEY: 0000891103
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36269
FILM NUMBER: 20600241
BUSINESS ADDRESS:
STREET 1: 555 WEST 18TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10011
BUSINESS PHONE: 2123147300
MAIL ADDRESS:
STREET 1: 555 WEST 18TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10011
FORMER NAME:
FORMER CONFORMED NAME: INTERACTIVECORP
DATE OF NAME CHANGE: 20030623
FORMER NAME:
FORMER CONFORMED NAME: USA INTERACTIVE
DATE OF NAME CHANGE: 20020508
FORMER NAME:
FORMER CONFORMED NAME: USA NETWORKS INC
DATE OF NAME CHANGE: 19980223
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Care.com Inc
CENTRAL INDEX KEY: 0001412270
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200]
IRS NUMBER: 205785879
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 77 FOURTH AVENUE
STREET 2: 5TH FLOOR
CITY: Waltham
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781 642 5900
MAIL ADDRESS:
STREET 1: 77 FOURTH AVENUE
STREET 2: 5TH FLOOR
CITY: Waltham
STATE: MA
ZIP: 02451
4
1
a4.xml
4
X0306
4
2020-02-11
0
0001412270
Care.com Inc
CRCM
0000891103
IAC/INTERACTIVECORP
555 WEST 18TH STREET
NEW YORK
NY
10011
0
0
1
0
Common Stock
2020-02-11
4
P
0
33514960
15.00
A
1000
D
Series A Convertible Preferred Stock
2020-02-11
4
P
0
46350
1817.69
A
Common Stock
5360825
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2019, by and among IAC/InterActiveCorp ("Parent"), Buzz Merger Sub Inc. ("Merger Sub") and Care.com, Inc. ("Issuer"), Merger Sub conducted a tender offer (the "Offer") for (i) all outstanding shares of common stock, par value $0.001 per share (the "Common Shares") of Issuer, at a price per Common Share of $15.00 and (ii) all outstanding shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares," and together with the Common Shares, the "Shares") of Issuer, at a price per Preferred Share of $1,817.69, in each case, net to the holder in cash, without interest, less any applicable withholding taxes.
As of one minute after 11:59 p.m., Eastern Time, on February 10, 2020, when the Offer expired, approximately 26,256,871 Common Shares and 46,350 Preferred Shares were validly tendered and not properly withdrawn in the Offer, including 618,484 Common Shares tendered pursuant to guaranteed delivery procedures. On February 11, 2020, Merger Sub accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on February 11, 2020, Merger Sub merged with and into Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
At the effective time of the Merger (the "Effective Time"), and as a result of the Merger, all outstanding shares of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time were converted into an aggregate of 1,000 shares of newly and validly issued, fully paid and non-assessable shares of common stock of Issuer, as the surviving corporation. Consequently, following the consummation of the Merger on February 11, 2020, Parent became the direct owner of 1,000 shares of common stock of Issuer, as the surviving corporation, representing the only outstanding capital of Issuer.
IAC/InterActiveCorp, By: /s/ Gregg Winiarski, Executive Vice President and General Counsel
2020-02-12