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): February 12, 2003
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
On February 12, 2003, USA Interactive issued a press release, the full text of
which is set forth below:
USA INTERACTIVE ADVISED THAT VIVENDI UNIVERSAL HAS ENTERED INTO
AGREEMENT TO SELL 28 MILLION WARRANTS OF USAI
New York - February 12, 2003 --USA Interactive (Nasdaq: USAI) announced
today that it has been advised by Vivendi Universal, S.A. that Vivendi has
entered into an agreement to sell to an affiliate of Deutsche Bank 28 million
warrants to acquire shares of USA common stock (in two tranches), plus an
option to acquire approximately 4.19 million additional warrants. In
addition, Deutsche Bank announced today that an affiliate of Deutsche Bank is
offering to sell notes exchangeable into approximately 28 million shares of
USA common stock. USA has been advised that the transactions are subject to
customary closing conditions and are expected to be completed in three
business days. USA is not receiving any of the proceeds from the sale of the
warrants from Vivendi to Deutsche Bank or from the sale of the notes by
Deutsche Bank.
This notice does not constitute an offer to sell or the solicitation of an offer
to buy securities. The warrants and the shares of USA common stock issuable upon
exercise of the warrants have not been, and will not be, registered under the
Securities Act of 1933, as amended, or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
ABOUT USA INTERACTIVE
USA Interactive (Nasdaq: USAI) engages worldwide in the business of
interactivity via the Internet, the television and the telephone. USA's multiple
brands are organized across three areas: Electronic Retailing, Information &
Services and Travel Services. Electronic Retailing is comprised of HSN,
America's Store, HSN.com, and Home Shopping Europe and Euvia in Germany.
Information & Services includes Ticketmaster, Match.com, uDate (transaction
pending), Citysearch, Evite, Entertainment Publications (transaction pending)
and Precision Response Corporation. Travel Services consists of Expedia (Nasdaq:
EXPE), Hotels.com (Nasdaq: ROOM), Interval International, TV Travel Group and
USA's forthcoming U.S. cable travel network.
# # #
CONTACTS:
Ron Sato, USA Interactive Corporate Communications, 212/314-7254
Roger Clark/Lauren Rosenfield, USA Interactive Investor Relations, 212/314-7400
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/ DARA KHOSROWSHAHI
---------------------------------
Name: Dara Khosrowshahi
Title: Executive Vice President and
Chief Financial Officer
Date: February 12, 2003