0001800227FALSE00018002272021-04-022021-04-02



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 2, 2021
IAC/INTERACTIVECORP
(Exact name of registrant as specified in charter)
Delaware 001-39356 84-3727412
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(IRS Employer
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

(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of 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 8.01 Other Events.

As previously announced on December 22, 2020, IAC's Board of Directors has approved a plan to spin-off IAC's ownership interest in Vimeo to IAC shareholders. IAC's Vimeo business will be separated from the remaining businesses of IAC through a series of transactions (which we refer to as the "Spin-off") that, if completed in their entirety, will result in the transfer of IAC's Vimeo business to Vimeo Holdings, Inc. ("SpinCo"), a wholly-owned subsidiary of IAC, with SpinCo becoming an independent, separately traded public company through a spin-off from IAC, and Vimeo, Inc., the IAC subsidiary that currently holds the Vimeo business, becoming a wholly-owned subsidiary of SpinCo. The proposed transaction is subject to a number of conditions including final approval by IAC's Board of Directors, approval of the separation-related proposals by IAC stockholders, and other customary conditions and approvals and is expected to close in the second quarter of 2021.

Attached and incorporated herein by reference as Exhibit 99.1 is certain supplemental financial information of Vimeo, Inc.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This communication may contain "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to the anticipated consummation (including anticipated timing) of the pending separation of Vimeo from IAC, and all statements (other than statements of historical facts) that address activities, events or developments that IAC intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as "believe," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy" and similar expressions, and are based on assumptions and assessments made by IAC's management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. IAC undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including: risks and uncertainties discussed in reports that IAC has filed with the SEC; the risks inherent in separating Vimeo from IAC, including uncertainties related to, among other things, the costs and expected benefits of the proposed transaction, the expected timing of the transaction or whether it will be completed, whether the conditions to the transaction can be satisfied or any event, change or other circumstance occurs that could give rise to the abandonment of the proposed spin-off (including the failure to receive any required approvals from the stockholders of IAC), any litigation arising out of or relating to the proposed transaction, the expected tax treatment of the transaction, and the impact of the transaction on the businesses of IAC and Vimeo; and other circumstances beyond IAC's and Vimeo's control. You should not place undue reliance on these forward-looking statements. For more details on factors that could affect these expectations, please see IAC's filings with the SEC, including a joint registration statement on Amendment No. 3 to Form S-4 filed by IAC and Vimeo Holdings, Inc. (“Holdings”) on March 12, 2021 that includes a preliminary proxy statement of IAC and a preliminary consent solicitation statement of Vimeo.

No Offer or Solicitation / Additional Information and Where To Find It

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

This communication is being made in respect of a proposed separation of Vimeo from the remaining businesses of IAC through the spin-off (the "Spin-off") of Holdings, a new Vimeo holding company, and a merger of Vimeo with a subsidiary of Holdings (the "Merger"). In connection with the Spin-off and the Merger, IAC and Holdings intend to file relevant materials with the Securities and Exchange Commission (the "SEC"), and have filed a joint registration statement on Form S-4 that includes a preliminary proxy statement of IAC and a preliminary consent solicitation statement of Vimeo and that also constitutes a prospectus of IAC and of the new Vimeo holding company. The information in the preliminary proxy statement/consent solicitation statement/prospectus is not complete and may be changed. IAC will deliver the definitive proxy statement and Vimeo will deliver the definitive consent solicitation statement to their respective stockholders as required by applicable law. This communication is not a substitute for the proxy statement/consent solicitation statement/prospectus or any other proxy statement, consent solicitation statement or any other document that may be filed with the SEC in connection with the Spin-off or the Merger.


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INVESTORS AND SECURITY HOLDERS OF IAC AND VIMEO ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SPIN-OFF AND MERGER.

Investors and security holders may obtain copies of these materials and other documents filed with the SEC free of charge at the SEC's website, www.sec.gov. Copies of documents filed with the SEC by IAC (when they become available) may be obtained free of charge on IAC's website at www.iac.com.

Participants in the Solicitation

IAC, Vimeo, Holdings and IAC's directors and executive officers may be deemed to be participants in the solicitation of proxies from IAC's stockholders in favor of the proposed Spin-off and the solicitation of consents from Vimeo's stockholders in favor of the proposed Merger under the rules of the SEC. Information about IAC's directors and executive officers is available in the joint registration statement on Amendment No. 3 to Form S-4 which was filed with the SEC by IAC and Holdings on March 12, 2021. Additional information regarding participants in the solicitations and a description of their direct and indirect interests will be included in the proxy statement/consent solicitation statement/prospectus and the other relevant documents filed with the SEC when they become available.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
Supplemental financial information of Vimeo, Inc.

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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/ GLENN H. SCHIFFMAN
Name: Glenn H. Schiffman
Title: Executive Vice President and Chief Financial Officer
Date: April 2, 2021

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Exhibit 99.1
VIMEO, INC.
FINANCIAL RESULTS and RECONCILIATIONS (UNAUDITED)
($ in thousands, except per share amounts)

The following tables have been prepared on a standalone basis and are derived from the historical accounting records of Vimeo and IAC. The information below reflects the allocation to Vimeo of certain IAC corporate expenses relating to Vimeo based on the historical accounting records of IAC. Further, income taxes have been computed for Vimeo on an as if standalone, separate tax return basis. Accordingly, certain amounts will not agree to Vimeo's results as included in IAC's historical results due to such adjustments made for standalone presentation.

The following table presents Vimeo's consolidated statement of operations for 2019 and 2020:

2019 2020
Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY
Revenue $ 43,581  $ 45,713  $ 52,145  $ 54,576  $ 196,015  $ 56,968  $ 67,334  $ 75,130  $ 83,786  $ 283,218 
Cost of revenue (exclusive of depreciation shown separately below) 18,890  18,266  20,730  19,779  77,665  18,358  22,899  22,869  24,951  89,077 
Gross profit 24,691  27,447  31,415  34,797  118,350  38,610  44,435  52,261  58,835  194,141 
Gross profit margin % 57  % 60  % 60  % 64  % 60  % 68  % 66  % 70  % 70  % 69  %
Operating expenses:
Research and development expense 10,461  10,547  12,305  13,633  46,946  15,293  16,262  16,476  16,207  64,238 
Sales and marketing expense 23,544  20,599  21,068  22,126  87,337  25,125  26,519  25,643  28,343  105,630 
General and administrative expense 8,729  9,141  8,267  8,052  34,189  12,204  10,983  10,954  15,705  49,846 
Depreciation 193  132  39  114  478  58  102  106  194  460 
Amortization of intangibles 1,391  2,020  3,119  3,123  9,653  3,123  2,915  6,613  2,093  14,744 
Total operating expenses 44,318  42,439  44,798  47,048  178,603  55,803  56,781  59,792  62,542  234,918 
Operating loss (19,627) (14,992) (13,383) (12,251) (60,253) (17,193) (12,346) (7,531) (3,707) (40,777)
Interest expense - related party (1,677) (1,955) (2,418) (2,488) (8,538) (2,453) (2,372) (2,160) (2,131) (9,116)
Other (expense) income, net (a) (8,180) 1,872  (45) (88) (6,441) (59) (164) 89  227  93 
Loss before income taxes (29,484) (15,075) (15,846) (14,827) (75,232) (19,705) (14,882) (9,602) (5,611) (49,800)
Income tax (provision) benefit (29) (122) (72) (122) (345) (555) 106  (205) (174) (828)
Net loss $ (29,513) $ (15,197) $ (15,918) $ (14,949) $ (75,577) $ (20,260) $ (14,776) $ (9,807) $ (5,785) $ (50,628)
Basic and diluted weighted average shares outstanding 116,305  125,261  141,010  141,020  130,994  141,063  141,247  141,282  146,083  142,426 
Basic and diluted loss per share (b) $ (0.25) $ (0.12) $ (0.11) $ (0.11) $ (0.58) $ (0.14) $ (0.10) $ (0.07) $ (0.04) $ (0.36)








The following table provides a reconciliation of Vimeo's net loss to operating loss to Adjusted EBITDA:

2019 2020
Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY
Net loss $ (29,513) $ (15,197) $ (15,918) $ (14,949) $ (75,577) $ (20,260) $ (14,776) $ (9,807) $ (5,785) $ (50,628)
Add back:
Income tax provision (benefit) 29  122  72  122  345  555  (106) 205  174  828 
Other expense (income), net (a) 8,180  (1,872) 45  88  6,441  59  164  (89) (227) (93)
Interest expense - related party 1,677  1,955  2,418  2,488  8,538  2,453  2,372  2,160  2,131  9,116 
Operating loss (19,627) (14,992) (13,383) (12,251) (60,253) (17,193) (12,346) (7,531) (3,707) (40,777)
Add back:
Stock-based compensation expense 1,508  1,339  1,895  549  5,291  2,016  4,015  3,526  2,108  11,665 
Depreciation 193  132  39  114  478  58  102  106  194  460 
Amortization of intangibles 1,391  2,020  3,119  3,123  9,653  3,123  2,915  6,613  2,093  14,744 
Adjusted EBITDA (c) $ (16,535) $ (11,501) $ (8,330) $ (8,465) $ (44,831) $ (11,996) $ (5,314) $ 2,714  $ 688  $ (13,908)


(a) Q1 2019 and Q2 2019, includes a realized loss of $8.2 million related to the sale of the hardware business, and a $2.0 million realized gain related to the sale of an investment, respectively.
(b) Quarterly per share amounts may not add up to the related annual per share amount due to differences in the average common shares outstanding during each period.
(c) Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable. Vimeo believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between Vimeo’s performance and that of its competitors. The above items are excluded from Vimeo’s Adjusted EBITDA measure because these items are non-cash in nature. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.