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Securities and Exchange Commission Form S-4 Usa

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Securities and Exchange Commission Form S-4 Usa QuickLinks -- Click here to rapidly navigate through this document As Filed with the Securities and Exchange Commission on February 27, 2003 Registration No. 333-103201 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA INTERACTIVE (Exact Name of Registrant as Specified in its Charter) Delaware 4833 59-2712887 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 152 West 57th Street New York, New York 10019 (212) 314-7300 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) David Ellen Deputy General Counsel and Assistant Secretary USA Interactive 152 West 57th Street New York, New York 10019 (212) 314-7300 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent For Service) Copies to: Karen E. Bertero Michael J. Levitin Gibson, Dunn & Crutcher LLP Hale and Dorr LLP 333 S. Grand Avenue 1455 Pennsylvania Avenue, N.W. Los Angeles, California 90071 Washington, D.C. 20004 (213) 229-7000 (202) 942-8400 Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed joint proxy statement/prospectus. If the securities registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Joint Proxy Statement/Prospectus To the stockholders of uDate.com, Inc.: The boards of directors of USA Interactive and uDate.com, Inc. have approved a merger agreement that would result in uDate becoming a subsidiary of USA. If the merger is completed, each outstanding share of uDate common stock will be converted into the right to receive 0.18956 of a share of USA common stock. Each outstanding stock option granted under the uDate stock option plans with an exercise price equal to or less than $4.66 will accelerate and be exercisable in full at or immediately prior to the effective time of the merger. At the effective time, optionholders will be entitled to receive, with respect to any such options that have not been exercised, that number of shares of USA common stock equal to the remainder of (i)(A) 0.18956 multiplied by (B) the aggregate number of shares underlying such options held by such optionholder minus (ii)(x) the aggregate exercise price of all such optionholder's options divided by (y) $24.60. All options that have an exercise price greater than $4.66 will terminate immediately prior to the effective time. Pursuant to the merger agreement, the holder of uDate's warrant will receive a number of shares of USA common stock equal to the remainder of (x) 0.18956 multiplied by the aggregate number of shares of uDate common stock underlying the warrant, minus (y) the quotient of the aggregate exercise price of the warrant divided by $24.60. USA expects to issue approximately 5,451,250 shares of USA common stock in connection with the merger. This joint proxy statement/prospectus relates to the shares that USA may issue to the current stockholders, optionholders and the warrantholder of uDate pursuant to the merger. uDate will hold a special meeting of stockholders to consider adopting the merger agreement. Stockholders of uDate who held, in the aggregate, approximately 64.36% of the outstanding shares of uDate common stock as of February 7, 2003 have given USA an irrevocable proxy to vote their shares in favor of the adoption of the merger agreement at the special meeting. Therefore, we anticipate that the merger agreement will be adopted, regardless of the vote of uDate's other stockholders. The date, time and place of the special meeting is as follows: March 26, 2003 10:00 am local time Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 The accompanying notice of special meeting of stockholders and joint proxy statement/prospectus explain the proposed merger and provide specific information concerning the special meeting. Please read these materials carefully. Please see "Risk Factors" beginning on page 16 for a discussion of matters that should be considered before voting at the special meeting. USA common stock is listed on the Nasdaq National Market under the symbol "USAI" and uDate.com, Inc. common stock is traded on the OTC bulletin board under the symbol "UDAT." Based upon the closing price of USA common stock on the Nasdaq National Market on February 26, 2003, the date immediately prior to the date of this joint proxy statement/prospectus, 0.18956 of a share of USA common stock had a value of $4.36. You should be aware that, because the number of shares of USA common stock you will receive in the merger is fixed, the value of the consideration you will receive will fluctuate as the market price of USA common stock changes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the USA common stock to be issued in the merger or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense. This joint proxy statement/prospectus is dated February 27, 2003, and is first being mailed to uDate's stockholders on or about March 3, 2003. UDATE.COM, INC. 2 Pride Place Pride Park Derby DE24 8QR United Kingdom NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 26, 2003 NOTICE IS HEREBY GIVEN that uDate.com, Inc., a Delaware corporation, will hold a special meeting of stockholders at the offices of Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, on March 26, 2003, beginning at 10:00 a.m. local time, for the purpose of transacting the following business: 1. To consider and vote upon a proposal to adopt and approve the Agreement and Plan of Merger, dated as of December 19, 2002, among USA Interactive, Geffen Acquisition Sub Inc., uDate.com, Inc. and, for purposes of Section 7.8 and Articles X and XI thereof, Terrence Lee Zehrer and Atlas Trust Company (Jersey) Limited, as trustee of the Internet Investments Inc. Employee Shares Trust, and the merger of Geffen Acquisition Sub Inc. with and into uDate. 2. To transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting. We describe these items more fully in the joint proxy statement/prospectus attached to this notice. Please give your careful attention to all of the information in the joint proxy statement/prospectus. In particular, uDate's stockholders should carefully consider the discussion entitled "Risk Factors" which begins on page 16. As of the date of this notice, uDate's board of directors knows of no other business to be conducted at the special meeting. uDate's board of directors has fixed the close of business on February 7, 2003 as the record date for the determination of uDate's stockholders entitled to notice of, and to vote at, the special meeting and at any adjournment or postponement of the special meeting. All uDate stockholders are cordially invited to attend the special meeting. Whether or not you expect to attend the special meeting in person, please complete, date, sign and return the enclosed proxy card as promptly as possible to ensure your representation at the special meeting. A postage prepaid envelope is enclosed for that purpose. You may revoke your proxy in the manner described in the joint proxy statement/prospectus at any time before it has been voted at the special meeting. Even if you have given your proxy, you may still vote in person if you attend the special meeting. By Order of the Board of Directors, Melvyn Morris President and Chief Executive Officer uDate.com, Inc. Derby, England February 27, 2003 TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE MERGER 1 SUMMARY 3 Information About the Parties 3 Recent Developments of USA 3 Transaction Structure 4 Reasons for the Merger 5 Recommendation of uDate's Board of Directors 5 Opinion of the Financial Advisor to uDate 5 Treatment of uDate Common Stock 5 Treatment of uDate Stock Options 5 Treatment of uDate Warrant 6 Ownership of USA Following the Merger 6 The Merger Agreement 6 Stockholders' Agreement 6 Escrow Agreement 6 Appraisal Rights in Connection with the Merger 7 Record Date; Quorum; and Vote Required 7 Federal Income Taxes 7 Interests of Certain Persons in the Merger 8 Regulatory Approvals 8 Accounting Treatment 8 Comparison of Stockholder Rights 8 Selected Historical Financial Information of USA 8 Selected Historical Financial Information of uDate 13 Certain Historical Per Share Data 14 RISK FACTORS 16 Risks Relating to the Merger 16 Risk Factors Relating to USA 17 Risk Factors Relating to uDate 18 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS 31 THE
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