Current Report Filing (8-k)
April 09 2021 - 4:11PM
Edgar (US Regulatory)
0001800227
false
--12-31
0001800227
2021-04-05
2021-04-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 5, 2021
IAC/INTERACTIVECORP
(Exact name of registrant as specified
in its charter)
Delaware
|
|
001-39356
|
|
84-3727412
|
(State
or other jurisdiction
|
|
(Commission
|
|
(I.R.S.
Employer
|
of
incorporation)
|
|
File
No.)
|
|
Identification
No.)
|
555
West 18th Street, New York, NY
|
|
10011
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s telephone number, including
area code: (212) 314-7300
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:
|
¨
|
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))
|
Securities registered pursuant to Section 12(b) of
the Act:
(Title of each class)
|
(Trading
Symbol(s))
|
(Name of each exchange on which
registered)
|
Common
Stock, par value $0.001
|
IAC
|
The
Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
|
Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|
Item 5.03.
|
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
|
Effective as of April
5, 2021, the board of directors of IAC/InterActiveCorp (the “Company”) approved an amendment and restatement of the
Company’s amended and restated by-laws (as amended and restated, the “By-Laws”) in order to add a new Article
XIII containing a forum selection provision and to make certain other ministerial changes.
The By-Laws provide that,
unless the Company consents in writing to the selection of an alternative forum, the Delaware Court of Chancery in the State of Delaware
(the “Delaware Court of Chancery”) shall be the sole and exclusive forum for (i) any derivative action or proceeding
brought on behalf of the Company, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or
former director, officer, other employee or agent or stockholder of the Company to the Company or the Company’s stockholders, including
a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against the Company or
any current or former director, officer, other employee or agent or stockholder of the Company arising pursuant to any provision of the
General Corporation Law of the State of Delaware or the Certificate of Incorporation of the Company or the By-Laws of the Company (as
either may be amended from time to time), (iv) any action asserting a claim related to or involving the Company or any current or former
director, officer, other employee or agent or stockholder that is governed by the internal affairs doctrine, or (v) any action asserting
an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law of the State of Delaware
(or, if the Delaware Court of Chancery lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action
or proceeding shall be another state or federal court located within the State of Delaware).
Further, unless the Company
consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the
exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended,
against any person in connection with any offering of the Company’s securities, including, without limitation and for the avoidance
of doubt, any auditor, underwriter, expert, control person or other defendant.
The amendments to the By-Laws
do not deny substantive claims under Delaware law that stockholders are legally entitled to bring and are intended to help prevent duplicative,
multi-forum litigation, which can cost the Company a significant amount of resources to defend and lead to inconsistent results.
This description is
qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
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 hereunto duly authorized.
|
IAC/INTERACTIVECORP
|
|
|
|
By:
|
/s/ Kendall Handler
|
|
Name:
|
Kendall Handler
|
|
Title:
|
Senior Vice President & General Counsel
|
Date: April 9, 2021
IAC (NASDAQ:IAC)
Historical Stock Chart
From Jun 2024 to Jul 2024
IAC (NASDAQ:IAC)
Historical Stock Chart
From Jul 2023 to Jul 2024