As filed with the Securities and Exchange Commission on November 13, 2012

 

Registration No. 333-        

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

Under the Securities Act of 1933

 

 

LIBERTY INTERACTIVE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Liberty Interactive Corporation 2011 Nonemployee Director Incentive Plan

(As Amended and Restated Effective November 7, 2011)

(Full title of plan)

 

 

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.

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price per Share (2)			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee (3)
Series A Liberty Interactive Common Stock, $.01 Par Value		60,000		$	20.19		$	1,211,400		$	165.23

 

(1)                                 Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered and sold pursuant to the Liberty Interactive Corporation 2011 Nonemployee Director Incentive Plan (As Amended and Restated Effective November 7, 2011)

 

(2)                                 Based upon the average of the high and low prices reported for the Registrant’s Series A Liberty Interactive common stock, par value $.01 per share, on the Nasdaq Global Select Market on November 7, 2012.

 

(3)                                 Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act.

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

This Registration Statement applies to additional shares of Series A Liberty Interactive common stock, par value $.01 per share, of the Registrant relating to the Registrant’s Liberty Interactive Corporation 2011 Nonemployee Director Incentive Plan (As Amended and Restated Effective November 7, 2011) (the “Plan”), for which Registration Statement on Form S-8 (File No. 333-177840), as filed on November 9, 2011, is effective.

 

The contents of the above referenced registration statements are hereby incorporated by reference.

Item 8.           Exhibits.

 

Exhibit No.		Description
4.1		Specimen Certificate for shares of Series A Liberty Interactive common stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-177840) as filed on November 9, 2011).
5.1		Opinion of Baker Botts L.L.P. as to the legality of the securities being registered
23.1		Consent of KPMG LLP
23.2		Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
24.1		Power of Attorney (begins on page II-3)

 

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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 13th day of November, 2012.

 

		LIBERTY INTERACTIVE CORPORATION
		By:	/s/ Christopher W. Shean
		Name:	Christopher W. Shean
		Title:	Senior Vice President and Chief Financial Officer

 

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POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher W. Shean and Charles Y. Tanabe his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name		Title		Date
/s/ John C. Malone		Chairman of the Board and Director		November 13, 2012
John C. Malone
/s/ Gregory B. Maffei		Chief Executive Officer (Principal Executive Officer),		November 13, 2012
Gregory B. Maffei		President and Director
/s/ Christopher W. Shean		Chief Financial Officer (Principal Financial and		November 13, 2012
Christopher W. Shean		Principal Accounting Officer)
/s/ Michael George		Director		November 13, 2012
Michael George
/s/ M. Ian G. Gilchrist		Director		November 13, 2012
M. Ian G. Gilchrist
/s/ Evan D. Malone		Director		November 13, 2012
Evan D. Malone
/s/ David E. Rapley		Director		November 13, 2012
David E. Rapley
/s/ M. LaVoy Robison		Director		November 13, 2012
M. LaVoy Robison
/s/ Larry E. Romrell		Director		November 13, 2012
Larry E. Romrell

 

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Name		Title		Date
/s/ Andrea L. Wong		Director		November 13, 2012
Andrea L. Wong

 

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Exhibit Index

 

Exhibit No.		Description
4.1		Specimen Certificate for shares of Series A Liberty Interactive common stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-177840) as filed on November 9, 2011).
5.1		Opinion of Baker Botts L.L.P. as to the legality of the securities being registered
23.1		Consent of KPMG LLP
23.2		Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
24.1		Power of Attorney (begins on page II-3)

 

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