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