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) August 12, 2015
EXPEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37429 | 20-2705720 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
333 108th Avenue NE
Bellevue, Washington 98004
(Address of principal executive offices) (Zip code)
(425) 679-7200
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)
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)) |
| Item 8.01. | Other Events. |
As previously disclosed, on February 12, 2015, Expedia, Inc., a Delaware corporation (“Expedia”), Orbitz Worldwide, Inc., a Delaware corporation, and Xeta, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Expedia, entered into an Agreement and Plan of Merger (the “Merger Agreement”).
On August 12, 2015, Expedia elected to extend the termination date of the Merger Agreement from August 12, 2015 until November 12, 2015 pursuant to Section 7.1(d) of the Merger Agreement. No other provisions of the Merger Agreement were amended, and the Merger Agreement remains in full force and effect.
The proposed merger also remains subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as other customary conditions.
SIGNATURE
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.
| EXPEDIA, INC. | ||
| By: | /s/ Robert J. Dzielak | |
| Robert J. Dzielak | ||
| Executive Vice President, General Counsel and Secretary | ||
Dated: August 12, 2015