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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
EXPEDIA, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Washington 91-1996083
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4200 - 150th Avenue Northeast
Redmond, Washington 98052
(425) 705-5161
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(Address of registrant's Principal Executive Offices)
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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(Full title of the plan)
Mark S. Britton
Vice President, General Counsel and Secretary
4200 - 150th Avenue Northeast
Redmond, Washington 98052
(425) 705-5161
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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
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share (2) price (2) registration fee (2)
---------------------- ---------------- -------------------- -------------------- ----------------------
<S> <C> <C> <C> <C>
common stock, par
value $.01 135,000 $43.13 $5,822,550 $1,619
</TABLE>
(1) Includes an indeterminate number of additional shares that may be
issued to adjust the number of shares issued pursuant to the non-employee
director stock option 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 November 17, 1999, as reported on the Nasdaq Stock Market.
The Exhibit Index appears after the Signature Page of this
registration statement.
<PAGE>
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:
(a) Expedia's latest prospectus filed pursuant to Rule 424(b), filed with
the Securities and Exchange Commission on November 10, 1999, which contains
audited consolidated financial statements for the most recent fiscal year for
which such statements have been filed.
(b) The description of Expedia's common stock, which is contained in a
registration statement filed on Form S-1, dated September 26, 1999, registration
number 333-87623, as last amended on November 8, 1999.
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.
The validity of the securities that may be offered under the 1999 Stock
Option Plan for Non-Employee Directors will be passed upon for Expedia, Inc.
("Expedia") by Preston Gates & Ellis LLP, 701 Fifth Avenue, Suite 5000, Seattle,
Washington 98104. Attorneys who are partners or employed by Preston Gates &
Ellis LLP who have provided advice with respect to this matter in the aggregate
own less than 10,000 shares of Expedia's common stock.
Item 6. Indemnification of Directors and Officers.
Article XII of Expedia's Restated Articles of Incorporation authorizes
Expedia to indemnify any present or former director, officer, employee, or agent
of Expedia, or a person serving in a similar post in another organization at the
request of Expedia, against expenses, judgments, fines, and amounts paid in
settlement incurred by him in connection with any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, to the fullest extent not prohibited by the Washington
Business Corporation Act or other applicable law. Chapter 23B.08.510 and .570
of the Washington Business Corporation Act authorizes a corporation to indemnify
its directors, officers, employees, or agents in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including provisions permitting advances for expenses incurred) arising under
the 1933 Act.
<PAGE>
In addition, Expedia maintains directors' and officers' liability insurance
under which Expedia's 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.
The Exhibits to this registration statement are listed in the Index to
Exhibits.
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 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.
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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 Redmond, State of Washington, on this 24th day of
November, 1999.
EXPEDIA, INC.
/s/ Richard N. Barton
----------------------
Richard N. Barton
President and Chief Executive Officer
POWER OF ATTORNEY
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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Richard N. Barton President, Chief Executive Officer, November 24, 1999
- ------------------------------
Richard N. Barton Director (principal executive
officer)
/s/ Gregory S. Stanger Vice President, Chief Financial November 24, 1999
- ------------------------------
Gregory S. Stanger Officer (principal financial and
accounting office
/s/ Brad Chase Director November 24, 1999
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Brad Chase
/s/ Gerald Grinstein Director November 24, 1999
- ------------------------------
Gerald Grinstein
/s/ Gregory B. Maffei Director November 24, 1999
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Gregory B. Maffei
/s/ Laurie McDonald Jonsson Director November 24, 1999
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Laurie McDonald Jonsson
/s/ Richard N. Nanula Director November 24, 1999
- --------------------------------
Richard N. Nanula
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
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5.1 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountant
23.2 Consent of Counsel (included in Exhibit 5.1)
24 Power of Attorney (contained within signature page)
99.1 1999 Stock Option Plan for Non-Employee Directors
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Exhibits 5.1 and 23.2
{LETTERHEAD OF PRESTON GATES & ELLIS LLP}
November 18, 1999
Expedia, Inc.
4200 - 150th Avenue Northeast
Redmond, Washington 98052
Re: 1999 Stock Option Plan for Non-Employee Directors
Ladies and Gentlemen:
We have acted as counsel to Expedia, Inc. (the "Company") in connection
with the registration with the Securities and Exchange Commission on Form S-8 of
shares of Expedia's common stock, par value $.01 (the "Shares"), which may be
issued upon exercise of options granted in connection with the above-referenced
plan (the "Plan"). In connection with that registration, we have reviewed the
proceedings of the Board of Directors of the Company relating to the
registration and proposed issuance of the common stock, the Articles of
Incorporation of the Company and all amendments thereto, the Bylaws of the
Company and all amendments thereto, and such other documents and matters as we
have deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the Shares when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the Washington Business Corporation Act.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
PRESTON GATES & ELLIS LLP
By /s/ Richard B. Dodd
Richard B. Dodd
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We conent to the incorporation by reference in this Registration Statement of
Expedia, Inc. on Form S-8 of our report dated October 26, 1999, included and
incorporated by reference on Form S-1 of Expedia, Inc. for the year ended June
30, 1999.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Seattle, Washington
November 19, 1999
<PAGE>
Exhibit 99.1
EXPEDIA, INC.
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
As approved by the Board of Directors
on October 19, 1999 and Expedia's Sole
Shareholder on October 20, 1999
1. Purpose
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The purpose of the Expedia 1999 Stock Option Plan for Non-Employee
Directors (the "Plan") is to attract and retain the services of experienced and
knowledgeable independent directors of Expedia, Inc. (the "Corporation") for the
benefit of the Corporation and its stockholders and to provide additional
incentive for such directors to continue to work for the best interests of the
Corporation and its stockholders through continuing ownership of its common
stock.
2. Shares Subject to the Plan
--------------------------
The total number of shares of common stock ("Shares"), of the Corporation
for which options may be granted under the Plan shall not exceed 135,000 in the
aggregate, subject to adjustment in accordance with Section 12 hereof. Within
the foregoing limitations, Shares for which options have been granted pursuant
to the Plan but which options have lapsed or otherwise terminated shall become
available for the grant of additional options. There will initially be reserved
for issuance upon the exercise of options granted under the Plan 135,000 Shares,
subject to adjustment in accordance with Section 12 hereof.
3. Administration of Plan
----------------------
The Board of Directors of the Corporation shall administer the Plan. The
Board may delegate responsibility for administration of the Plan to a Board
committee (the "Committee") composed solely of two or more directors, each of
whom is a "Non-Employee Director" (as that term is defined in Rule 16b-3(b)
promulgated by the Securities and Exchange Commission pursuant to its authority
under the Securities Exchange Act of 1934 (the "Exchange Act"). The Board or
the Committee, as the case may be, shall have the power to construe the Plan, to
determine all questions arising thereunder, and to adopt and amend such rules
and regulations for the administration of the Plan as it may deem desirable.
References to the "Board" in this Plan shall be deemed to refer to either the
Board or the Committee, whichever is appropriate in the context in which the
word is used.
4. Discretionary Option Grants
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Pursuant to this Plan, the Board may grant in its discretion an option to
any person who (a) is elected a director of the Corporation, and (b) is not, and
has not during the immediately preceding 12 month period been, an employee of
the Corporation or any subsidiary of the Corporation. No options under this
Section 4 may be granted for more than 10,000 shares in any year, or in the case
of a newly elected director for more than 15,000 shares in the year in which the
director is first elected. No director shall have any claim or right to be
granted an option under this Plan. Having received an option under
<PAGE>
this Plan shall not give a director any right to receive any other grant or
option under this Plan and the Board may determine that any or all director(s)
are not eligible to receive an option under this Plan for an indefinite period
or for a specified year or years.
5. Option Agreement
----------------
Each option granted under the Plan shall be evidenced by an option
agreement (the "Agreement") duly executed on behalf of the Corporation and by
the director to whom such option is granted, which Agreements may but need not
be identical and which shall (a) comply with and be subject to the terms and
conditions of the Plan and (b) provide that the director agrees to continue to
serve as a director of the Corporation during the term for which he or she was
elected. Any Agreement may contain such other terms, provisions, and conditions
not inconsistent with the Plan as may be determined by the Board. No option
shall be deemed granted within the meaning of the Plan and no purported grant of
any option shall be effective, until such Agreement shall have been duly
executed on behalf of the Corporation and the director to whom the option is to
be granted.
6. Option Exercise Price
---------------------
The Board shall set the option exercise price for an option granted
pursuant to Section 4 of the Plan in its discretion.
7. Time and Manner of Exercise of Option
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(a) The Board shall set the vesting schedule for options granted
pursuant to Section 4 of the Plan in its discretion.
(b) To the extent that the right to exercise an option has vested and
is in effect, the option may be exercised from time to time, by giving written
notice, signed by the person or persons exercising the option, to the
Corporation, stating the number of Shares with respect to which the option is
being exercised, accompanied by payment in full for such Shares, which payment
may be in whole or in part in shares of the common stock of the Corporation
already owned by the person or persons exercising the option, valued at fair
market value on the date of payment. For purposes hereof, the fair market value
of the Shares covered by an option shall be the closing price of the Shares on
the applicable date as reported in the National Market List of the National
Association of Securities Dealers Inc. Automated Quotation System or on the
principal national securities exchange on which the Shares are then listed for
trading.
(c) Upon exercise of the option, delivery of a certificate for fully
paid and non-assessable Shares shall be made at the principal office of the
Corporation in the State of Washington to the person or persons exercising the
option as soon as practicable (but in no event more than 30 days) after the date
of receipt of the notice of exercise by the Corporation, or at such time, place,
and manner as may be agreed upon by the Corporation and the person or persons
exercising the option.
8. Term of Options
---------------
Each option shall expire no more than 10 years from the date of the
granting thereof, but shall be subject to earlier termination as follows:
<PAGE>
(a) In the event of the death of an option holder, the option granted
to such person may be exercised to the extent exercisable on the date of death,
within the earlier of (i) 180 days after the date of death of such person and
(ii) the date on which the option expires by its terms, by the estate of such
person, or by any person or persons who acquired the right to exercise such
option by will or by the laws of descent and distribution.
(b) In the event that an option holder ceases to be a director of the
Corporation, other than by reason of his or her death, an option granted to such
person may be exercised, to the extent exercisable on the date such person
ceases to be a director, within the earlier of (i) 180 days after the date such
person ceases to be a director and (ii) the date on which the option expires by
its terms.
9. Merger, Consolidation, Sale of Assets, etc., Resulting in a Change in
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Control
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(a) In the event of a Change in Control (as hereinafter defined),
notwithstanding the vesting provisions contained in the Agreement granting an
option to a director pursuant to this Plan, such option shall become fully
exercisable if, within one year of such Change in Control, such director shall
cease for any reason to be a member of the Board. For purposes hereof, a Change
in Control of the Corporation shall be deemed to have occurred if (i) there
shall be consummated (x) any consolidation or merger of the Corporation in which
the Corporation is not the continuing or surviving corporation or pursuant to
which shares of the common stock of the Corporation would be converted into
cash, securities, or other property, other than a merger of the Corporation in
which the holders of the common stock of the Corporation immediately prior to
the merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger, or (y) any sale, lease,
exchange, or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Corporation; or
(ii) the stockholders of the Corporation approve any plan or proposal for the
liquidation or dissolution of the Corporation; or (iii) any person (as such term
is used in Sections 13(d) and 14(d)(2) of the Exchange Act shall become the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
30% or more of the Corporation's outstanding common stock; or (iv) during any
period of two consecutive years, individuals who at the beginning of such period
constitute the entire Board of Directors shall cease for any reason to
constitute a majority thereof unless the election, or the nomination for
election by the Corporation's stockholders, of each new director was approved by
a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.
(b) Any exercise of an option permitted pursuant to this Section 9
shall be made within 180 days of the related director's termination as a
director of the Corporation.
10. Options Not Transferable
------------------------
An option granted pursuant to the Plan may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the option holder, only by the option holder; provided that the Board may permit
further transferability, on a general or specific basis, and may impose
conditions and limitations on any permitted transferability.
<PAGE>
11. No Rights as Stockholder Until Exercise
---------------------------------------
Neither the recipient of an option under the Plan nor his successors in
interest shall have any rights as a stockholder of the Corporation with respect
to any Shares subject to an option granted to such person until such person
becomes a holder of record of such Shares.
12. Adjustments Upon Changes in Capitalization or Merger
----------------------------------------------------
Subject to any required action by the stockholders of the Corporation, the
number of shares of common stock covered by each outstanding option, and the
number of shares of common stock which have been authorized for issuance under
the Plan but as to which no options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an option, as well as
the price per share of common stock covered by each outstanding option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of common stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the common stock, or any other
increase or decrease in the number of issued shares of common stock effected
without receipt of consideration by the Corporation; provided, however, that
conversion of any convertible securities of the Corporation shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding, and conclusive. Except as expressly provided herein, no issuance by the
Corporation of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of common stock
subject to an option.
In the event of the proposed dissolution or liquidation of the Corporation,
an outstanding option will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. The Board may, in
the exercise of its sole discretion in such instances, declare that any option
shall terminate as of a date fixed by the Board and give each option holder the
right to exercise an option as to all or any part of the stock covered by such
option, including Shares as to which the option would not otherwise be
exercisable. In the event of a proposed sale of all or substantially all of the
assets of the Corporation, or the merger of the Corporation with or into another
corporation, each option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless such successor corporation does not agree to
assume each option or to substitute an equivalent option, in which case the
Board shall, in lieu of such assumption or substitution, provide for the option
holder to have the right to exercise such option as to all of the stock covered
by such option, including Shares as to which such option would not otherwise be
exercisable. If the Board makes an option fully exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the Board
shall notify the option holder that the option shall be fully exercisable for a
period of fifteen (15) days from the date of such notice, and the option will
terminate upon the expiration of such period.
13. Restrictions on Issue of Shares
-------------------------------
Notwithstanding anything in this Plan to the contrary, the Corporation may
delay the issuance of Shares covered by the exercise of any option and the
delivery of a certificate for such Shares until one of the following conditions
shall be satisfied:
<PAGE>
(a) the Shares with respect to which an option has been exercised are
at the time of the issue or transfer of such Shares effectively registered under
applicable federal securities laws now in force or hereafter amended; or
(b) counsel for the Corporation shall have given an opinion, which
opinion shall not be unreasonably conditioned or withheld, that such Shares are
exempt from registration under applicable federal securities laws now in force
or hereafter amended.
It is intended that all exercises of options shall be effective.
Accordingly, the Corporation shall use its best efforts to bring about
compliance with the above conditions within a reasonable time, except that the
Corporation shall be under no obligation to cause a registration statement or a
post-effective amendment to any registration statement to be prepared at its
expense solely for the purpose of covering the issuance or transfer from the
Corporation's treasury of Shares in respect of which any option may be
exercised.
14. Purchase for Investment
-----------------------
Unless the Shares to be issued upon exercise of an option granted under the
Plan have been effectively registered under the Securities Act of 1933 as now in
force or hereafter amended, the Corporation shall be under no obligation to
issue or transfer any Shares covered by any option unless the person or persons
who exercise such option, in whole or in part, shall give a written
representation and undertaking to the Corporation, which is satisfactory in form
and scope to counsel to the Corporation and upon which, in the opinion of such
counsel, the Corporation may reasonably rely, that he or she is acquiring the
shares issued or transferred to him or her for his or her own account as an
investment and not with a view to, or for sale in connection with, the
distribution for any such Shares, and that he or she will make no transfer of
the same except in compliance with any rules and regulations in force at the
time of such transfer under the Securities Act of 1933, or any other applicable
law, and that if Shares are issued or transferred without such registration a
legend to this effect may be placed upon the certificates representing the
Shares.
15. Effective Date
--------------
The effective date (the "Effective Date") of this Plan shall be the date on
which the Plan is approved by stockholders of the Corporation.
16. Expenses of the Plan
--------------------
All costs and expenses of the adoption and administration of the Plan shall
be borne by the Corporation and none of such expenses shall be charged to any
director.
17. Termination and Amendment of Plan
---------------------------------
Unless sooner terminated as herein provided, the Plan shall terminate ten
years from the Effective Date. The Board may at any time terminate the Plan or
make such modification or amendment thereof as it deems advisable; provided,
however, that stockholder approval will be required for any amendment that will
(a) increase the total number of shares as to which options may be granted under
the Plan, (b) modify the class of persons eligible to receive options, or (c)
otherwise require stockholder
<PAGE>
approval under any applicable law or regulation. In addition, the Board shall
not amend the provisions in the Plan regarding the amount, pricing, and timing
for grants pursuant to this Plan more than once every six months, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder. Termination or any modification or
amendment of the Plan shall not, without the consent of an option holder, affect
his or her rights under an option previously granted to him or her.
