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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
EXPEDIA, INC.
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(Exact name of registrant as specified in its charter)
Washington 91-1996083
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
13810 SE Eastgate Way, Suite 400
Bellevue, WA 98005
(425) 564-7200
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(Address of registrant's Principal Executive Offices)
Expedia, Inc. 401(k) Plan
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(Full title of the plan)
Mark S. Britton
Sr. Vice President, General Counsel and Secretary
13810 SE Eastgate Way, Suite 400
Bellevue, WA 98005 (425) 564-7200
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(Name and address of agent for service)
Copies of all communications to:
Richard B. Dodd
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, WA 98104
(206) 623-7580
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share (2) price (2) registration fee (2)
---------------------- ---------------- ------------------ ------------------ --------------------
common stock,
par value $.01 1,500,000 $38.70 $58,050,000 $14,512.50
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) Includes an indeterminate number of additional shares that may be
issued to adjust the number of shares issued pursuant to the employee benefit
plan described herein as the result of any future stock split, stock dividend or
similar adjustment of Expedia's outstanding common stock.
(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating
amount of registration fee, based upon the average of the high and low prices
reported on July 11, 2001, as reported on the Nasdaq Stock Market.
The Exhibit Index appears after the Signature Page of this registration
statement.
PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this registration statement pursuant to Note to Part 1 of
Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this registration statement pursuant to Note to Part 1 of
Form S-8.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
registration statement:
1. Expedia's Annual Report on Form 10-K for the year ended June 30, 2000.
2. Expedia's Quarterly Report on Form 10-Q for the quarters ended September
30, 2000, December 31, 2000 and March 31, 2001, and amendments thereto.
3. The description of the common stock of Expedia, which is contained in
the registration statement of Expedia filed on Form S-1, dated July 21, 2000
(333-40934).
4. Expedia, Inc. 401(k) Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 2000, filed with the Securities and Exchange Commission
on July 13, 2001.
In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article XII of Expedia's Articles of Incorporation authorizes Expedia to
indemnify any present or former director or officer to the fullest extent not
prohibited by the Washington Business Corporation Act ("WBCA") or other
applicable law now or hereafter in force. Chapter 23B.08.510 and .570 of the
WBCA authorizes a corporation to indemnify its directors, officers, employees,
or agents in terms
sufficiently broad to permit such indemnification under specific circumstances
for liabilities, including provisions permitting advances for expenses incurred,
arising under the Securities Act.
In addition, Expedia maintains directors' and officers' liability insurance
under which its directors and officers are insured against loss, as defined in
the policy, as a result of claims brought against them for their wrongful acts
in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number Description
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23 Independent Auditors' Consent
99.1 Expedia, Inc. 401(k) Plan
Expedia hereby undertakes that it will submit the Expedia, Inc. 401(k) Plan (the
"Plan") and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bellevue, State of Washington on July 13, 2001.
EXPEDIA, INC.
/s/ Richard N. Barton
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Richard N. Barton
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Richard N. Barton and Gregory S. Stanger, his or her
attorney-in-fact, for him or her in any and all capacities, to sign any
amendments to this registration statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on July 13, 2001, by the following
persons in the capacities indicated.
/s/ Richard N. Barton President, Chief Executive Officer,
------------------------------------ Director (principal executive officer)
Richard N. Barton
/s/ Gregory S. Stanger Senior Vice President, Chief Financial
------------------------------------ Officer (principal financial and
Gregory S. Stanger accounting officer)
/s/ Brad Chase Director
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Brad Chase
/s/ Gerald Grinstein Director
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Gerald Grinstein
/s/ Jay Hoag Director
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Jay Hoag
/s/ Laurie McDonald Jonsson Director
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Laurie McDonald Jonsson
/s/ Gregory B. Maffei Director
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Gregory B. Maffei
/s/ Richard N. Nanula Director
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Richard N. Nanula
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Expedia, Inc. 401(k) Plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bellevue, State of Washington on July
13, 2001.
EXPEDIA, INC. 401(k) PLAN
/s/ Kathy Dellplain
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Kathy Dellplain
Senior Vice President, Human Resources
INDEX TO EXHIBITS
Exhibit Number Description
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23 Independent Auditors' Consent
99.1 Expedia, Inc. 401(k) Plan