Amended Current Report Filing (8-k/a)
July 07 2020 - 05:27PM
Edgar (US Regulatory)
0000891103
true
On July 2, 2020, Match Group, Inc. ("New Match" or the "Company") filed a Current Report on Form 8-K (the "Initial Filing") disclosing the closing on June 30, 2020 of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement"), dated as of December 19, 2019 and amended as of April 28, 2020 and as further amended as of June 22, 2020, by and among (i) IAC/InterActiveCorp, a Delaware corporation ("Old IAC") and now known as Match Group, Inc., (ii) IAC Holdings, Inc., a Delaware corporation ("IAC Holdings") (now known as IAC/InterActiveCorp ("New IAC")), (iii) Valentine Merger Sub LLC, a Delaware limited liability company and now known as Match Group Holdings II, LLC ("Match Merger Sub"), and (iv) Match Group, Inc., a Delaware corporation ("Old Match").This Amendment No. 1 on Form 8-K/A amends the Initial Filing to include the pro forma financial information required by Item 9.01(b) of Form 8-K, and should be read in conjunction with the Initial Filing. Except as described herein, all other information in the Initial Filing remains unchanged.
false
0000891103
2020-06-30
2020-06-30
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 7, 2020 (June 30, 2020)
Match
Group, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-20570
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59-2712887
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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8750 North Central Expressway, Suite 1400
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75231
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Dallas,TX
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(Zip Code)
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (214) 576-9352
IAC/InterActiveCorp
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
(Title
of each class)
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(Trading
Symbol(s))
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(Name
of each exchange on which registered)
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Common
Stock, par value $0.001 per share
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MTCH
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The
Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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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. ¨
Introductory Note.
On
July 2, 2020, Match Group, Inc. (“New Match” or the “Company”) filed a Current Report on Form 8-K (the
“Initial Filing”) disclosing the closing on June 30, 2020 of the transactions contemplated by that certain Transaction
Agreement (the “Transaction Agreement”), dated as of December 19, 2019 and amended as of April 28, 2020 and as further
amended as of June 22, 2020, by and among (i) IAC/InterActiveCorp, a Delaware corporation (“Old IAC”) and now known
as Match Group, Inc., (ii) IAC Holdings, Inc., a Delaware corporation (“IAC Holdings”) (now known as IAC/InterActiveCorp
(“New IAC”)), (iii) Valentine Merger Sub LLC, a Delaware limited liability company and now known as Match Group
Holdings II, LLC (“Match Merger Sub”), and (iv) Match Group, Inc., a Delaware corporation (“Old Match”).
This
Amendment No. 1 on Form 8-K/A amends the Initial Filing to include the pro forma financial information required by Item 9.01(b)
of Form 8-K, and should be read in conjunction with the Initial Filing. Except as described herein, all other information
in the Initial Filing remains unchanged.
Item 9.01.
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Financial Statements and Exhibits.
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(b) Pro
Forma Financial Information.
The unaudited pro forma condensed consolidated balance sheet
as of March 31, 2020 and the unaudited pro forma condensed consolidated statements of operations for the three months ended March
31, 2020 and the years ended December 31, 2019, 2018 and 2017, and the related notes thereto, are included as Exhibit 99.1 hereto
and incorporated by reference into this Item 9.01(b).
(d) Exhibits.
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.
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Match Group, Inc.
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By:
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/s/ Jared F. Sine
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Name:
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Jared F. Sine
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Title:
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Chief Legal Officer & Secretary
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Date: July 7, 2020
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