SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
USA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2712887
(State of incorporation or (I.R.S. employer identification
organization) number)
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(Address of principal executive (Zip Code)
offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the A.(d), please check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates:
333-68120
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to purchase one share of
Common Stock
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities of USA Networks, Inc., a Delaware corporation ("USA"), to
be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended, are warrants to purchase one share of common stock, par value $.01
per share, of USA (the "USA Warrants") to be issued, together with shares of USA
common stock and shares of Series A Cumulative Convertible Preferred Stock, par
value $.01 per share, of USA (the "USA Preferred Stock"), to holders of common
stock of Expedia, Inc. ("Expedia") in exchange for their Expedia shares pursuant
to the terms of the Amended and Restated Agreement and Plan of Reorganization
and Merger, dated as of July 15, 2001, by and among USA, Expedia, Taipei, Inc.,
Microsoft Corporation and Microsoft E-Holdings, Inc. A description of the USA
Warrants is set forth below, and is also included under the caption "DESCRIPTION
OF USA CAPITAL STOCK - USA Warrants" in the joint prospectus/proxy and
information statement forming a part of the Registration Statement on Form S-4
of USA (Registration No. 333-68120), filed with the Securities and Exchange
Commission on August 22, 2001, as amended on November 9, 2001, November 19, 2001
and January 8, 2002, and as may be further amended, which is incorporated herein
by reference.
USA Warrants
------------
USA Warrants have been issued under a warrant agreement between USA and
The Bank of New York, as warrant agent, a form of which has been filed as an
Exhibit 4.2 to this Registration Statement.
Each USA Warrant entitles its holder to purchase one share of USA common
stock at an exercise price of $35.10 per share of USA common stock. The exercise
price must be paid in cash. Each USA Warrant may be exercised on any business
day on or prior to February 4, 2009. Any USA Warrant not exercised before the
expiration of this period will become void, and all rights of the holder of the
USA Warrant will cease. Holders of USA Warrants will not be entitled, by virtue
of being such holders, to have any rights of holders of USA common stock until
they exercise their warrants.
The number of shares of USA common stock issuable upon exercise of the USA
Warrants and the exercise price of the USA Warrants will be subject to
adjustment from time to time upon occurrence of any of the following events: any
stock split; any stock consolidation, combination or subdivision; any stock
dividend or other distribution; and any repurchase, reclassification,
recapitalization or reorganization.
USA will keep in reserve at all times before the expiration date of the
USA Warrants sufficient authorized but unissued shares of USA common stock for
issuance in the event of exercises by the holders of USA Warrants. In addition,
the USA Warrants and any USA common stock issued upon exercise of the USA
Warrants have been registered under the Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
-- -----------
3.1 Restated Certificate of Incorporation of Registrant (incorporated
herein by reference to Exhibit 3.1 to Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2001).
3.2 Amendment to Restated Certificate of Incorporation of Registrant
(included as Exhibit A to Registrant's Definitive Information
Statement, filed on November 19, 2001).
3.3 Amended and Restated By-Laws of Registrant (incorporated by reference
to Exhibit 3.1 to Registrant's Form 8-K, dated January 9, 1998).
4.1 Form of Certificate of Designations of Series A Cumulative
Convertible Preferred Stock of Registrant (incorporated by reference
to Exhibit 4.1 of the Registration Statement filed with the
Commission on November 9, 2001).
4.2 Form of Equity Warrant Agreement between the Registrant and The Bank
of New York (incorporated by reference to Exhibit 4.2 of the
Registration Statement filed with the Commission on November 9,
2001).
4.3 Form of Equity Warrant Agreement between the Registrant and The Bank
of New York, as equity warrant agent (incorporated by reference to
Exhibit 4.1 to the Registrant's Form 8-K filed on December 18, 2001).
4.4 Form of Certificate of the Equity Warrants to purchase common stock,
par value $0.01 per share, of USA.
10.1 Governance Agreement among the Registrant (formerly, HSN, Inc.),
Universal Studios, Inc., Liberty Media Corporation and Barry Diller,
dated as of October 19, 1997 (incorporated by reference to Appendix B
to Registrant's Definitive Proxy Statement, dated January 12, 1998).
10.2 Stockholders Agreement among Universal Studios, Inc., Liberty Media
Corporation, Barry Diller, the Registrant (formerly, HSN, Inc.) and
The Seagram Company Ltd., dated as of October 19, 1997 (incorporated
by reference to Appendix C to Registrant's Definitive Proxy
Statement, dated January 12, 1998).
10.3 Amended and Restated Governance Agreement, dated as of December 16,
2001, among Universal Studios, Inc., Liberty Media Corporation,
Barry Diller and Vivendi Universal, S.A. (incorporated by reference
to Exhibit 10.1 to the Registrant's Form 8-K filed on December 18,
2001).
10.4 Amended and Restated Stockholders Agreement, dated as of December
16, 2001, among Universal Studios, Inc., Liberty Media Corporation,
Barry Diller and Vivendi Universal, S.A. (incorporated by reference
to Exhibit 99.2 to the Registrant's Form 8-K filed on December 18,
2001).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Form 8-A Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
USA NETWORKS, INC.
/s/ Julius Genachowski
-----------------------------
Name: Julius Genachowski
Title: Senior Vice President
Dated: January 31, 2002
EXHIBIT INDEX
-------------
EXHIBIT
NO. DESCRIPTION
-- -----------
3.1 Restated Certificate of Incorporation of Registrant (incorporated
herein by reference to Exhibit 3.1 to Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2001).
3.2 Amendment to Restated Certificate of Incorporation of Registrant
(included as Exhibit A to Registrant's Definitive Information
Statement, filed on November 19, 2001).
3.3 Amended and Restated By-Laws of Registrant (incorporated by reference
to Exhibit 3.1 to Registrant's Form 8-K, dated January 9, 1998).
4.1 Form of Certificate of Designations of Series A Cumulative
Convertible Preferred Stock of Registrant (incorporated by reference
to Exhibit 4.1 of the Registration Statement filed with the
Commission on November 9, 2001).
4.2 Form of Equity Warrant Agreement between the Registrant and The Bank
of New York (incorporated by reference to Exhibit 4.2 of the
Registration Statement filed with the Commission on November 9,
2001).
4.3 Form of Equity Warrant Agreement between the Registrant and The Bank
of New York, as equity warrant agent (incorporated by reference to
Exhibit 4.1 to the Registrant's Form 8-K filed on December 18, 2001).
4.4 Form of Certificate of the Equity Warrants to purchase common stock,
par value $0.01 per share, of USA.
10.1 Governance Agreement among the Registrant (formerly, HSN, Inc.),
Universal Studios, Inc., Liberty Media Corporation and Barry Diller,
dated as of October 19, 1997 (incorporated by reference to Appendix B
to Registrant's Definitive Proxy Statement, dated January 12, 1998).
10.2 Stockholders Agreement among Universal Studios, Inc., Liberty Media
Corporation, Barry Diller, the Registrant (formerly, HSN, Inc.) and
The Seagram Company Ltd., dated as of October 19, 1997 (incorporated
by reference to Appendix C to Registrant's Definitive Proxy
Statement, dated January 12, 1998).
10.3 Amended and Restated Governance Agreement, dated as of December 16,
2001, among Universal Studios, Inc., Liberty Media Corporation,
Barry Diller and Vivendi Universal, S.A. (incorporated by reference
to Exhibit 10.1 to the Registrant's Form 8-K filed on December 18,
2001).
10.4 Amended and Restated Stockholders Agreement, dated as of December
16, 2001, among Universal Studios, Inc., Liberty Media Corporation,
Barry Diller and Vivendi Universal, S.A. (incorporated by reference
to Exhibit 99.2 to the Registrant's Form 8-K filed on December 18,
2001).