As filed with the Securities and Exchange Commission on September 23, 2011
Registration No. 333-149544
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LIBERTY INTERACTIVE CORPORATION
(Exact name of registrant as specified in its charter)
|
Delaware |
|
84-1288730 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer Identification No.) |
12300 Liberty Boulevard
Englewood, Colorado 80112
(Address of principal executive offices) (Zip Code)
Liberty Interactive Corporation 2007 Incentive Plan
(formerly known as the Liberty Media Corporation 2007 Incentive Plan)
(Full title of the plan)
|
Charles Y. Tanabe, Esq. |
|
Copy to: |
|
Liberty Interactive Corporation |
|
Renee L. Wilm, Esq. |
|
12300 Liberty Boulevard |
|
Baker Botts L.L.P. |
|
Englewood, Colorado 80112 |
|
30 Rockefeller Plaza |
|
(720) 875-5400 |
|
New York, New York 10112 |
|
(Name, address and telephone number of agent for service) |
|
(212) 408-2500 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer x |
|
|
|
Accelerated filer o |
|
Non-accelerated filer o |
|
(Do not check if a smaller reporting company) |
|
Smaller reporting company o |
TERMINATION OF REGISTRATION:
This Post-Effective Amendment No. 2 amends the Registration Statement on Form S-8 (Registration No. 333-149544) of Liberty Interactive Corporation (formerly known as Liberty Media Corporation) (the “Company”), which was filed with the Securities and Exchange Commission on March 5, 2008, as amended by Post-Effective Amendment No. 1, dated November 23, 2009 (the “Registration Statement”). The Registration Statement relates to the registration of securities issuable pursuant to the Liberty Interactive Corporation 2007 Incentive Plan.
On September 23, 2011, the Company redeemed each share of its Liberty Capital Series A common stock, its Liberty Capital Series B common stock, its Liberty Starz Series A common stock and its Liberty Starz Series B common stock for shares of the corresponding series of common stock of Liberty Media Corporation (formerly known as Liberty CapStarz, Inc.), its then-wholly-owned subsidiary, which was thereafter separated from the Company. Accordingly, this Post-Effective Amendment No. 2 to the Registration Statement deregisters all of the Liberty Starz Series A common stock shares, par value $.01 per share, and all of the Liberty Starz Series B common stock shares, par value $.01 per share, of the Company registered for issuance under the Registration Statement that remain unsold as of the date hereof and the Company hereby terminates the effectiveness of the Registration Statement as of the date hereof.
Item 8. Exhibits
|
Exhibit No. |
|
Description |
|
|
|
|
|
24.1 |
|
Power of Attorney* |
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Englewood, State of Colorado, on this 23rd day of September, 2011.
|
|
LIBERTY INTERACTIVE CORPORATION | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Charles Y. Tanabe |
|
|
Name: |
Charles Y. Tanabe |
|
|
Title: |
Executive Vice President and General Counsel |
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:
|
Name |
|
Title |
|
Date |
|
|
|
|
|
|
|
* |
|
Chairman of the Board and Director |
|
September 23, 2011 |
|
John C. Malone |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Chief Executive Officer (Principal Executive Officer), President and Director |
|
September 23, 2011 |
|
Gregory B. Maffei |
|
|
| |
|
|
|
|
|
|
|
* |
|
Senior Vice President and Treasurer (Principal Financial Officer) |
|
September 23, 2011 |
|
David J.A. Flowers |
|
|
| |
|
|
|
|
|
|
|
* |
|
Senior Vice President and Controller (Principal Accounting Officer) |
|
September 23, 2011 |
|
Christopher W. Shean |
|
|
| |
|
|
|
|
|
|
|
* |
|
Director |
|
September 23, 2011 |
|
Robert R. Bennett |
|
|
|
|
|
|
|
|
|
|
|
|
|
Director |
|
September , 2011 |
|
Michael George |
|
|
|
|
|
|
|
|
|
|
|
/s/ M. Ian Gilchrist |
|
Director |
|
September 19, 2011 |
|
M. Ian Gilchrist |
|
|
|
|
|
|
|
|
|
|
|
|
|
Director |
|
September , 2011 |
|
Evan D. Malone |
|
|
|
|
|
|
|
|
|
|
|
|
|
Director |
|
September , 2011 |
|
David E. Rapley |
|
|
|
|
|
Name |
|
Title |
|
Date |
|
|
|
|
|
|
|
* |
|
Director |
|
September 23, 2011 |
|
M. LaVoy Robison |
|
|
|
|
|
|
|
|
|
|
|
/s/ Andrea L. Wong |
|
Director |
|
September 23, 2011 |
|
Andrea L. Wong |
|
|
|
|
|
*By: |
/s/ Charles Y. Tanabe |
|
September 23, 2011 |
|
|
Charles Y. Tanabe |
| |
|
|
Attorney-in-Fact |
| |