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As filed with the Securities and Exchange Commission on August 10, 2005

Registration No. 333-        

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

IAC/INTERACTIVECORP
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)		   152 West 57th Street
New York, New York 10019
(Address of Principal Executive
Offices Including Zip Code)		   59-2712887
(I.R.S. Employer
Identification No.)

IAC/INTERACTIVECORP 2005 STOCK AND ANNUAL INCENTIVE PLAN
IAC/INTERACTIVECORP RETIREMENT SAVINGS PLAN
(Full Title of the Plan)

GREGORY R. BLATT, ESQ.
Executive Vice President, General Counsel and Secretary
IAC/InterActiveCorp
152 West 57th Street
New York, New York 10019
(Name and Address of Agent For Service)

(212) 314-7300
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered(1)
   Amount to be
Registered(2)
   Proposed Maximum
Offering Price
Per Share(3)
   Proposed Maximum
Aggregate
Offering Price(3)
   Amount of
Registration Fee(4)
IAC Common Stock, par value $0.001 per share   22,022,800   $ 28.42   $ 625,887,976   $ 73,667.01
(1)
This Form S-8 covers up to (i) 21,222,800 shares of IAC/InterActiveCorp common stock, $0.001 par value per share ("IAC Common Stock"), to be issued upon the exercise of options and in connection with grants of other equity-based awards under the Registrant's 2005 Stock and Annual Incentive Plan and (ii) 800,000 shares of IAC Common Stock issuable under the Registrant's 401(k) Plan.

(2)
Pursuant to Rule 416(a) under the Securities Act, this Form S-8 also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions.

(3)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h)(1) under the Securities Act. $625,887,976 equals (i) the product of (a) 22,022,800 shares of IAC Common Stock and (b) $28.42, the average of the high and low sales prices for IAC Common Stock on a "when issued" basis, as reported on The Nasdaq National Market on August 8, 2005, which were $29.32 and $27.51, respectively.

(4)
Calculated by multiplying 0.0001177 by the proposed maximum aggregate offering price.


INTRODUCTION

        This Registration Statement on Form S-8 (the "Registration Statement") of IAC/InterActiveCorp, a Delaware corporation ("IAC" or the "Registrant"), relates to up to (i) 21,222,800 shares of IAC common stock, $.001 par value per share ("IAC Common Stock"), issuable upon exercise of options and in connection with grants of other equity based awards under the Registrant's 2005 Stock and Annual Incentive Plan (the "Plan") and (ii) 800,000 shares of IAC Common Stock issuable under the IAC/InterActiveCorp Retirement Savings Plan (the "401(k) Plan").


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required in Part I of this Registration Statement is included in the prospectus for the Plan (the "Prospectus"), which Prospectus the Registrant has excluded from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act").


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents previously filed by IAC with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference into this Registration Statement:

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        All documents subsequently filed by IAC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        The Registrant's Restated Certificate of Incorporation, as amended, limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. The Registrant's Amended and Restated By-Laws provide that the directors and officers (and legal representatives of such directors and officers) will be indemnified to the fullest extent authorized by the Delaware General Corporation Law with respect to third-party actions, suits, investigations or proceedings provided that any such person has met the applicable standard of conduct set forth in the Delaware General Corporation Law described below. The Registrant's Amended and Restated By-Laws further provide that directors and officers (and legal representatives of such directors and officers) will be indemnified with respect to actions or suits initiated by such person only if such action was first approved by the board of directors. The Registrant's Amended and Restated By-Laws allow the Registrant to pay all expenses incurred by a director or officer (or legal representatives of such directors or officers) in defending any proceeding in which the scope of the indemnification provisions as such expenses are incurred in advance of its final disposition, upon an undertaking by such party to repay such expenses, if it is ultimately determined that such party was not entitled to indemnity by the Registrant. From time to time, officers and directors may be provided with indemnification agreements that are consistent with the foregoing provisions and, to the extent such officers and directors serve as executive officers or directors of subsidiaries of the Registrant, consistent with the indemnification provisions of the charter documents of such subsidiaries. The Registrant has policies of directors' and officers' liability insurance which insure directors and officers against the costs of defense, settlement and/or payment of judgment under certain circumstances. The Registrant believes that these agreements and arrangements are necessary to attract and retain qualified persons as directors and officers.

        Section 145 of the General Delaware General Corporation Law provides that a corporation may indemnify a director, officer, employee or agent who was or is a party, or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he was a director, officer, employee or agent of the corporation or was serving at the request of the corporation against expenses (including attorneys' fees), judgments, fines and amounts

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paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See Exhibit Index.

Item 9. Undertakings.

        (b)   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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        (c)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on this 10th day of August, 2005.

    IAC/INTERACTIVECORP

 
 
By:
/s/  THOMAS J. MCINERNEY      
Name: Thomas J. McInerney
Title: Executive Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of August 10, 2005:

Name and Signature
   Title

 
 
 

/s/  BARRY DILLER*      
Barry Diller
 
Chairman of the Board and Chief Executive (Principal Executive Officer)

/s/  VICTOR A. KAUFMAN*      
Victor A. Kaufman
 
Vice Chairman and Director

/s/  THOMAS J. MCINERNEY*      
Thomas J. McInerney
 
Executive Vice President and Chief Financial Officer

/s/  MICHAEL H. SCHWERDTMAN*      
Michael H. Schwerdtman
 
Vice President and Controller (Principal Accounting Officer)

/s/  EDGAR BRONFMAN, JR.*      
Edgar Bronfman, Jr.
 
Director

/s/  DONALD R. KEOUGH*      
Donald R. Keough
 
Director

/s/  MARIE-JOSÉE KRAVIS*      
Marie-Josée Kravis
 
Director

/s/  BRYAN LOURD*      
Bryan Lourd
 
Director

/s/  STEVEN RATTNER*      
Steven Rattner
 
Director

/s/  GEN. H. NORMAN SCHWARZKOPF*      
Gen. H. Norman Schwarzkopf
 
Director
     

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/s/  ALAN G. SPOON*      
Alan G. Spoon
 
Director

/s/  DIANE VON FURSTENBERG*      
Diane Von Furstenberg
 
Director

*By:
 
/s/  THOMAS J. MCINERNEY      
Thomas J. McInerney
Attorney-in-Fact
 
 

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EXHIBIT INDEX

Exhibit No.
   Description

3.1
 
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Annex A to the proxy statement/prospectus included in Amendment No. 3 to IAC's Registration Statement on Form S-4, filed with the Commission on June 17, 2005 (SEC File No. 333-124303)).

3.2
 
Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form 8-K, filed with the Commission on September 20,2002).

5.1
 
Opinion of Wachtell, Lipton, Rosen & Katz as to the legality of the shares to be issued.

23.1
 
Consent of Ernst & Young LLP.

23.2
 
Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).

24.1
 
Powers of Attorney.



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INTRODUCTION
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
EXHIBIT INDEX