e8vk

0000950134-07-016978.txt : 20070806 0000950134-07-016978.hdr.sgml : 20070806 20070806160519 ACCESSION NUMBER: 0000950134-07-016978 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070731 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 202705720 FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51447 FILM NUMBER: 071028000 BUSINESS ADDRESS: STREET 1: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: (425)679-7200 MAIL ADDRESS: STREET 1: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 8-K 1 v32618e8vk.htm FORM 8-K e8vk

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 31, 2007

Expedia, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware (State or Other Jurisdiction of Incorporation)	000-51447 (Commission File Number)	20-2705720 (IRS Employer Identification Number)


3150 139th Avenue S.E., Bellevue, Washington (Address of Principal Executive Offices)		98005 (Zip Code)

Registrant’s telephone number, including area code:		(425) 679-7200

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 3.01		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 30, 2007, David Goldhill resigned as a member of the audit committee of Expedia, Inc. (the “Company”). The resignation is due to Mr. Goldhill ceasing to be independent in accordance with the Nasdaq Marketplace Rules, and is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Due to Mr. Goldhill’s resignation, the Company is no longer compliant with Nasdaq Marketplace Rule 4350(d)(2)(A) which requires that every Nasdaq-listed company have an audit committee comprised of at least three members. The Company notified the Nasdaq Stock Market of these facts on July 31, 2007. On August 2, 2007, the Company received a letter from Nasdaq confirming that the Company was not in compliance with the Nasdaq audit committee requirements. The notification confirmed that, consistent with Marketplace Rule 4350(d)(4), the Company will be provided a cure period until the earlier of the Company’s next annual stockholders’ meeting or July 30, 2008. The Company expects to cure this deficiency within such time.

As required by Marketplace Rule 4803(a), the Company issued a press release regarding this issue.


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits


99.1		Press release of Expedia, Inc., dated August 6, 2007

SIGNATURE

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.


	EXPEDIA, INC.
Date: August 6, 2007	By:	/s/ Burke F. Norton
	Name:	Burke F. Norton
	Title:	Executive Vice President and General Counsel

EXHIBIT INDEX


99.1		Press release of Expedia, Inc., dated August 6, 2007

EX-99.1 2 v32618exv99w1.htm EXHIBIT 99.1 exv99w1

PRESS RELEASE

Expedia Inc. Announces Resignation of Audit Committee Member and Notification from The Nasdaq Stock Market, Inc.

BELLEVUE, WA — Aug. 6, 2007 — Expedia, Inc. today announced the resignation of David Goldhill as a member of the company’s audit committee, effective July 30, 2007. The resignation is due to Mr. Goldhill ceasing to be independent in accordance with the Nasdaq Marketplace Rules, and is not the result of any disagreement with Expedia on any matter relating to the company’s operations, policies or practices.

Due to Goldhill’s resignation, the company is no longer compliant with Nasdaq Marketplace Rule 4350(d)(2)(A), which requires that every Nasdaq-listed company have an audit committee comprised of at least three members. Expedia notified the Nasdaq Stock Market of Goldhill’s resignation on July 31, 2007. On August 2, 2007, the Company received a letter from Nasdaq confirming that the Company was not in compliance with the Nasdaq audit committee requirements. Consistent with Marketplace Rule 4350(d)(4), Expedia will be provided a cure period until the earlier of the company’s next annual stockholders’ meeting or July 30, 2008, in which time the company expects to fill the vacancy resulting from Goldhill’s resignation.

About Expedia, Inc.

Expedia, Inc. is the world’s leading online travel company, empowering business and leisure travelers with the tools and information they need to easily research, plan, book, and experience travel. Expedia, Inc. also provides wholesale travel to offline retail travel agents. Expedia, Inc.’s portfolio of brands includes: Expedia.com^®, hotels.com^®, Hotwire^®, Expedia^® Corporate Travel, TripAdvisor^® and Classic Vacations^®. Expedia, Inc.’s companies also operate internationally with sites in Australia, Canada, Denmark, France, Germany, Italy, Japan, the Netherlands, Norway, Spain, Sweden, the United Kingdom, and China, through its investment in eLong™. For more information, visit http://www.expediainc.com/ (NASDAQ: EXPE).

Expedia, Expedia.com are either registered trademarks or trademarks of Expedia, Inc. in the U.S. and/or other countries. Classic Vacations is either a trademark or registered trademark of Classic Vacations, LLC in the U.S. and/or other countries. hotels.com is either a trademark or registered trademark of hotels.com, L.P., a subsidiary of hotels.com in the U.S. and/or other countries. Hotwire is either a trademark or registered trademark of Hotwire, Inc. in the U.S. and/or other countries. TripAdvisor is either a trademark or registered trademark of TripAdvisor, LLC in the U.S. and/or other countries. Other logos or product and company names mentioned herein may be the property of their respective owners.

###