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<div align="center"><font size="2"><b>As filed with the Securities
and Exchange Commission on August 30, 2002</b>
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<div align="right"><font size="2"><b>Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b>
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<P align="center"><FONT size="2"><B>SECURITIES AND EXCHANGE COMMISSION</B><BR>
Washington, D.C. 20549</FONT>

<P align="center"><FONT size="2"><B>FORM S-8</B><BR>
REGISTRATION STATEMENT<BR>
Under<BR>
THE SECURITIES ACT OF 1933</FONT>

<P align="center"><FONT size="2"><B>LENDINGTREE, INC.</B><BR>
(Exact name of registrant as specified in its charter)</FONT>

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        <TD align="center" valign="top"><FONT size="2"><B>Delaware</B></FONT></TD>
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<B>25-1795344</B></FONT></TD>
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        <TD align="center" valign="top"><FONT size="2">(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
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(I.R.S. Employer<BR>
Identification No.)</FONT></TD>
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        <TD align="center" valign="top"><FONT size="2"><B>11115 Rushmore Drive<BR>
Charlotte, North Carolina</B></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="bottom"><FONT size="2">
<B>28277</B></FONT></TD>
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        <TD align="center" valign="top"><FONT size="2">(Address of principal executive offices)</FONT></TD>
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(Zip code)</FONT></TD>
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<P align="center"><FONT size="2"><B>LENDINGTREE, INC. EMPLOYEE STOCK PURCHASE PLAN</B></font>
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<div align="center"><FONT size="2">(Full title of the plan)</FONT></div>

<P align="center"><FONT size="2">Douglas R. Lebda<BR>
Chief Executive Officer<BR>
LendingTree, Inc.<BR>
11115 Rushmore Drive<BR>
Charlotte, North Carolina 28277<BR>
(704)&nbsp;541-5351<BR>
(Name, address and telephone number, including area code, of agent for service)</FONT>

<P align="center"><FONT size="2">with copies to:</FONT>

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        <TD align="center" valign="top"><FONT size="2">Sean M. Jones<BR>
Kennedy Covington Lobdell &#038; Hickman, L.L.P.<BR>
100 North Tryon Street<BR>
Suite&nbsp;4200<BR>
Charlotte, North Carolina 28202<BR>
(704)&nbsp;331-7400</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
Robert J. Flemma, Jr.<BR>
General Counsel<BR>
LendingTree, Inc.<BR>
11115 Rushmore Drive<BR>
Charlotte, North Carolina 28277<BR>
(704)&nbsp;541-5351
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<P align="center"><FONT size="2"><B>CALCULATION OF REGISTRATION FEE</B></FONT>

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        <TD width="3%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
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        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
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        <TD nowrap align="center"><FONT size="1"><B>Title of Securities</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount to be</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering Price</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Aggregate</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
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        <TD nowrap align="center"><FONT size="1"><B>to be Registered<sup>(1)</sup></B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registered</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Per Share</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering Price</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registration Fee</B></FONT></TD>
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        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, par
value $0.01 per
share</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right" nowrap><FONT size="2">108,115<sup>(2)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">14.20</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">1,535,233</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right" nowrap><FONT size="2">142.00<sup>(2),(4)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, par
value $0.01 per
share</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">491,885<sup>(3)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">14.20</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">6,984,767</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">643.00<sup>(3),(4)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">The provisions of Rule&nbsp;416 under the Securities Act of 1933 shall apply
to this Registration Statement and this Registration Statement shall also
cover any additional shares that may hereafter become issuable as a result
of the adjustment provisions in the LendingTree, Inc. Employee Stock
Purchase Plan (the &#147;Plan&#148;). The common stock includes the associated
rights to purchase our series A junior participating preferred stock that
are attached to and trade with the shares of the common stock.</FONT></TD>
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      <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Represents shares issued pursuant to the Plan. The related filing fee is
calculated pursuant to Rule&nbsp;457(c) and (h)(3) under the Securities Act of
1933 and is based on the average of the high and low sale price of our
common stock on the Nasdaq National Market on August&nbsp;26, 2002.</FONT></TD>
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      <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Represents shares issuable pursuant to the LendingTree, Inc. Employee
Stock Purchase Plan. The related filing fee is calculated pursuant to
Rule&nbsp;457(c) and (h)(1) and is based on the average of the high and low
sale price of our common stock on the Nasdaq National Market on August&nbsp;26,
2002.</FONT></TD>
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      <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Any value attributable to the rights to purchase our series A junior
participating preferred stock that are attached to and trade with shares
of our common stock is reflected in the market price of the common stock.
Accordingly, no separate filing fee is being paid with respect to such
rights.</FONT></TD>
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<P align="center"><FONT size="2"><B>EXPLANATORY NOTES</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LendingTree, Inc. (&#147;LendingTree&#148; or the &#147;Company&#148;) has prepared this
Registration Statement in accordance with the requirements of Form&nbsp;S-8 under
the Securities Act of 1933 (the &#147;Securities Act&#148;) to register up to 600,000
shares of common stock, par value $0.01 per share, of the Company, issued or
issuable pursuant to the Plan. The shares registered hereby are in addition to
the 444,500 shares of our common stock issuable under the Plan registered
pursuant to the Registration Statement on Form&nbsp;S-8/S-3 (registration no.
333-40588) filed with the Securities Exchange Commission on June&nbsp;30, 2000.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Form&nbsp;S-8 also includes a reoffer prospectus prepared in accordance
with General Instruction C of Form&nbsp;S-8 and in accordance with the requirements
of Part I of Form&nbsp;S-3. This reoffer prospectus may be used for reofferings and
resales on a continuous or delayed basis in the future of up to an aggregate of
108,115 shares of common stock that constitute &#147;restricted securities&#148; that
have been issued prior to the filing of this registration statement.
</FONT>
<P align="center"><FONT size="2"><B>PART I</B></FONT>

<P align="center"><FONT size="2"><B>INFORMATION REQUIRED IN THE SECTION&nbsp;10(a) PROSPECTUS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will send the documents containing the information specified
in Part I of Form&nbsp;S-8 to employees as specified by Rule&nbsp;428(b)(1) under the
Securities Act. Pursuant to the instructions to Form&nbsp;S-8, the Company is not
required to file these documents either as part of this Registration Statement
or as prospectuses or prospectus supplements under Rule&nbsp;424 under the
Securities Act.
</FONT>
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<P align="center"><FONT size="2"><B>REOFFER PROSPECTUS</B></FONT>

<P align="center"><FONT size="2"><B>108,115 SHARES OF COMMON STOCK<BR>
OF LENDINGTREE, INC.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus relates to the reoffer and potential resale by the
holders of 108,115 shares of common stock of LendingTree, Inc. (&#147;LendingTree&#148;
or the &#147;Company&#148;) that were issued to them under the LendingTree, Inc. Employee
Stock Purchase Plan (the &#147;Plan&#148;) pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;). All of
the shares of our common stock covered by this reoffer prospectus may be
offered by the selling stockholders on a delayed or continuous basis.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LendingTree will not receive any proceeds from the offering. We will bear
the costs relating to the registration of the shares being offered by this
reoffer prospectus, other than brokerage commissions, discounts or other
similar expenses relating to the sale of the shares of common stock.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The price at which the selling stockholders may sell the shares of common
stock being offered by this prospectus will be determined by reference to the
prevailing market price for the shares or in negotiated transactions.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is traded on the Nasdaq National Market under the symbol
&#147;TREE.&#148; On August&nbsp;26, 2002, the last reported sale price for our common stock
on the Nasdaq National Market was $13.93 per share.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investing in our common stock involves a high degree of risk. For more
information, please see &#147;Risk Factors&#148; beginning on page 5.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense</B>.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock offered hereby are not savings accounts,
deposits or other obligations of a bank and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency and involves
investment risks.
</FONT>
<P align="center"><FONT size="2">The date of this reoffer prospectus is August&nbsp;29, 2002.</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2"><B>TABLE OF CONTENTS</B></FONT>

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        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">ABOUT THIS PROSPECTUS</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">WHERE YOU CAN FIND MORE INFORMATION</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">THE COMPANY</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">4</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">RISK FACTORS</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">5</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">17</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">USE OF PROCEEDS</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">18</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">SELLING STOCKHOLDERS</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">18</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">PLAN OF DISTRIBUTION</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">20</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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<DIV align="left"><A NAME="000"></A></DIV>
<P align="center"><FONT size="2"><B>ABOUT THIS PROSPECTUS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information contained in or incorporated by
reference in this reoffer prospectus and in any accompanying prospectus
supplement. No one has been authorized to provide you with different
information. Neither we nor the selling stockholders are making an offer to
sell these securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information in this reoffer
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front cover of the documents.
</FONT>
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<DIV align="left"><A NAME="001"></A></DIV>
<P align="center"><FONT size="2"><B>WHERE YOU CAN FIND MORE INFORMATION</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the &#147;SEC&#148;). You may
read and copy any document that we file at the SEC&#146;s public reference rooms in
Washington, D.C., New York, New York, and Chicago, Illinois. The SEC&#146;s public
reference room in Washington, D.C. is located at 450 Fifth Street, N.W.,
Washington, D.C. The SEC&#146;s public reference rooms at its regional offices are
located at 233 Broadway, New York, NY, 10013 and Northwest Atrium Center, 500
West Madison Street, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC&#146;s web site at
http://www.sec.gov. or at the Company&#146;s web site at http://www.lendingtree.com.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is quoted on the Nasdaq National Market. Reports, proxy
and information statements, and other information concerning our company may be
inspected at the offices of the Nasdaq Stock Market, Inc. at 1735 K Street, NW,
Washington, D.C. 20006.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus constitutes part of a Registration Statement on
Form&nbsp;S-8 filed by us with the SEC under the Securities Act of 1933. This
reoffer prospectus does not contain all of the information contained in the
registration statement and reference is hereby made to the registration
statement and related exhibits for information with respect to our Company and
the securities offered hereby. Any statements contained herein covering the
provisions of any document are not necessarily complete, and, in such instance,
reference is made to the copy of such document filed as an exhibit to the
registration statement or otherwise filed with the SEC.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to &#147;incorporate by reference&#148; the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede previously filed
information, including information contained in this prospectus.
</FONT>
<P align="center"><FONT size="2">2</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections&nbsp;13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:
</FONT>
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<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Our Annual Report on Form&nbsp;10-K for the year ended December
31, 2001.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Our Quarterly Reports on Form&nbsp;10-Q for the periods ended
March&nbsp;31, 2002 and June&nbsp;30, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Our Current Reports on Form&nbsp;8-K dated March&nbsp;28, 2002, April
16, 2002, April&nbsp;24, 2002 and August&nbsp;14, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Our Registration Statement on Form&nbsp;8-A filed on January&nbsp;28,
2000, as updated by the &#147;Description of Capital Stock&#148; contained in
our Registration Statement on Form&nbsp;S-3 (Registration No.&nbsp;333-60688).</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, including exhibits to
these documents. You should direct any requests for documents to Investor
Relations, LendingTree, Inc. 11115 Rushmore Drive, Charlotte, NC 28277. Our
telephone number is (704)&nbsp;541-5351, and our facsimile number is 704-541-1824.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information that is contained or incorporated
by reference in this prospectus or any supplement. You should consider any
statement contained in a document incorporated or considered incorporated by
reference into this prospectus to be modified or superseded to the extent that
a statement contained in this prospectus, or in any subsequently filed document
that is also incorporated or deemed to be incorporated or reference into this
prospectus, modifies or conflicts with the earlier statement. You should not
consider any statement modified or superseded, except as so modified or
superseded, to constitute a part of this prospectus. The information on our
website and any other website referred to in this prospectus is not part of
this prospectus.
</FONT>
<P align="center"><FONT size="2">3</FONT>
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<P align="center"><FONT size="2"><B>THE COMPANY</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are an online exchange connecting consumers with lenders, real estate
agents or other service providers. We attract consumers to our Website at
through various forms of offline and online advertising and arrangements with
other online businesses. Our exchange is designed to empower consumers,
lenders and real estate agents with convenience, choice and value. Our
technology platform, Lend-XSM, is the technology that powers our Internet based
exchange.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Once on our Lending Exchange, consumers begin the process by completing a
simple online credit request, or a qualification form. After the consumer
completes the qualification form, our Lend-X technology automatically retrieves
the credit score for the particular consumer. The consumers&#146; data and credit
score are then automatically compared to the underwriting criteria of the more
than 170 banks, lenders and loan brokers (which we refer to as &#147;lenders&#148;)
participating on our Lending Exchange. Qualified consumers can receive
multiple loan offers online in response to a single credit request and then
compare, review and accept the offer that best suits their needs. Lenders can
generate new business that meets their specific underwriting criteria at a
lower cost of acquisition than traditional marketing channels. Our Lending
Exchange encompasses most consumer credit categories, including mortgages, home
equity loans, automobile loans, credit cards, and personal loans.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Through our Realty Services Exchange we enable consumers to complete one
simple form describing their realty needs and then choose a real estate
professional in their local area. Our Realty Services Exchange is made up of
approximately 6,500 real estate professionals who represent 650 real estate
companies nationwide. We also provide access, through our Website, to other
services related to owning, maintaining and buying and selling a home.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We earn revenue from the lenders participating in our network that pay us
fees for qualification forms that meet their underwriting criteria and are
transmitted to them (which we refer to as &#147;transmit fees&#148;). Since a
qualification form can be transmitted to more than one lender, we may generate
multiple transmit fees for the same form. We also earn revenue for loans that
the lenders on our network close with consumers that we transmitted to them
(which we refer to as &#147;closed-loan fees&#148;). Additionally, in most states, real
estate brokers participating in our network pay us a fee when consumers&#146;
requests that we transmit to them result in a purchase or sale of a home. We
refer to the aggregate of these fees as our Exchange revenue.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also license and host our Lend-X technology platform for use by other
businesses. This enables these businesses to create their own customized
co-branded or private-labeled lending exchanges. These exchanges, powered by
Lend-X, may be single lender or multi-lender marketplaces or may provide access
to the LendingTree exchange with more than 170 participating lenders. Through
these Lend-X relationships, we can earn revenue both from technology fees
related to customizing, licensing and hosting the third party exchange, as well
as from transactional fees resulting from the volume processed through such
exchanges.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LendingTree, Inc. was incorporated in the State of Delaware on June&nbsp;7,
1996 and commenced nationwide operations on July&nbsp;1, 1998. Our mailing address
is 11115 Rushmore Drive, Charlotte, North Carolina 28277 and our telephone
number is (704)&nbsp;541-5351.
</FONT>
<P align="center"><FONT size="2">4</FONT>
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<P align="center"><FONT size="2"><B>RISK FACTORS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>An investment in our common stock involves a high degree of risk. You
should consider carefully the following information about these risks, together
with the other information contained and incorporated by reference in this
prospectus, before you decide to invest in our common stock. If any of the
following risks actually occur, our business, financial condition or results of
operations could suffer. In this case, the market price of our common stock
could decline, and you may lose all or part of your investment.</I>
</FONT>
<P align="center"><FONT size="2"><B>Risks Related to Our Financial Condition</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our limited operating history makes our business and prospects difficult
to evaluate.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have a limited operating history. We were formed in 1996 and began
serving consumers across the United States in July 1998. There is no
significant historical basis to assess how we will respond to competitive,
economic or technological challenges. Our business and prospects must be
considered in light of the risks and uncertainties frequently encountered by
companies in the early stages of development, particularly companies like ours
that operate in new and rapidly developing online marketplaces. Our failure to
address these risks and uncertainties could materially impact our results of
operations and financial condition.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We have a history of losses.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have never been profitable. We incurred losses from operations of
approximately $27.8&nbsp;million in 2001 and $1.4&nbsp;million for the six month period
ending June&nbsp;30, 2002. As of June&nbsp;30, 2002 we had an accumulated net deficit of
approximately $1.7&nbsp;million. Based on our operating plans and primarily as a
result of revenue growth, we believe we will be able to achieve positive net
income in 2002. If our revenue grows at a slower rate than we anticipate, or
if our spending levels exceed our expectations or cannot be adjusted to reflect
slower revenue growth, we may not achieve or sustain profitability.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The long-term viability of our business model is unproven and could fail</B><B><I>.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The long-term viability of our business model and profit potential are
unproven and no assurances can be made that we will be able to achieve or
sustain profitability. Our revenue model depends heavily on revenue generated
from lenders participating in our network who pay us fees based upon their
receipt of credit requests (which we refer to as transmission fees) and fees
based upon loan closings (which we refer to as closed-loan fees). We also
license our Lend-X technology to other companies who can create single and
multi-lender online marketplaces. We have rapidly achieved broad market
acceptance of our service by both lenders and consumers who have traditionally
used other means to loan and borrow money. However, to achieve and maintain
profitability, we must maintain this broad market acceptance. In addition,
although we have attracted a sufficient number of consumers with credit
profiles targeted by our lenders and the revenue per consumer has exceeded the
cost of attracting the consumer, there is no guarantee that we will continue to
be able to attract sufficient customers or that the revenue per customer will
exceed the costs of attracting the customer. We cannot accurately predict
what, if any, changes we would make to our business model in response to any
uncertainties in the online lending market.
</FONT>
<P align="center"><FONT size="2">5</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The estimates we use in preparing our financial statements are subject to
management judgment. Actual results may vary from those estimates.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
judgments that effect the reported amounts of our assets, liabilities, revenues
and expenses. We base our estimates and judgments on historical experience and
on various other assumptions that we believe are reasonable under the
circumstances. We evaluate our estimates and refine our judgments on an
ongoing basis as actual results and experiences develop. Actual results could
differ from our estimates. To the extent that actual results differ from our
estimates, our financial condition and result of operations could be materially
and adversely effected.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our operating results may be negatively impacted by fluctuations in
interest rates.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we have historically demonstrated growth during periods of both
rising and falling interest rates, our future operating results may be
negatively impacted by fluctuations in key interest rates.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2001, revenue earned from mortgages (which has traditionally been a
market segment that is greatly impacted by changes in interest rates)
represented approximately 40% of our total revenue. While interest rates
during this period were generally falling, our business continued to show
increases in website traffic, transmitted qualification forms for mortgages and
revenue from closed-loan fees from mortgages.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Conversely, during 1999 and through the middle of 2000, interest rates
were generally increasing and our business nonetheless continued to show
increases in website traffic, transmitted qualification forms and revenue from
closed-loan fees. However, there can be no assurances that during future
periods of rising interest rates we will not experience a decline in consumer
traffic to our website due to shrinking credit demand. Conversely, during
periods of increased credit demand (which are typically associated with falling
interest rates) lenders may have less incentive to use our marketplace because
of the increased volume of loan requests from their traditional channels.
Either of these events could negatively affect our results of operations and we
cannot assess the effects of interest rates on our business over a broad range
of interest rate environments.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our quarterly operating results are not an indication of our future
results.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our quarterly operating results may fluctuate significantly in the future
due to a variety of factors that affect our revenue or expenses in any
particular quarter. Our quarterly results will fluctuate in part based on the
demand for and supply of consumer loans, which are a function of seasonal and
other fluctuations in interest rates and related economic factors, all of which
are outside of our control. These temporary fluctuations could adversely
affect our business. If revenue falls below our expectations in any quarter
and we are unable to quickly reduce our spending in response, our operating
results would be lower than expected.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, we expect that as our business matures we will experience
seasonal fluctuations in our operating results due to fluctuations in consumer
credit markets during the year and from year to year. For example, home buying
behavior is seasonal. Typically there are a greater number of mortgage
closings in the second and third quarters of a year as compared to the first
and fourth quarters. Because of our limited operating history, it has not been
possible for us to assess the impact of seasonality on our business.
</FONT>
<P align="center"><FONT size="2">6</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may not be able to achieve our projected financial and operating
results, which could cause a decline in our stock price.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time, we publish financial and operational projections and
forecasts. These projections and forecasts are based on various assumptions
and our best and most informed estimates at the time of preparation. However,
we can offer no assurance that the assumptions and estimates will prove
accurate or that the projections and forecasts will be achieved. Additionally,
financial and operating results for future periods are never perfectly
predictable even in the most certain of economic times, and we expect to
continue to experience fluctuations in our quarterly results and in any
guidance that we provide relating to our financial and operational performance
in future periods. Failure to achieve projected or forecasted results and
fluctuations in our financial and operating results could have an adverse
impact on the market price of our common stock.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Certain of our assets are subject to encumbrances.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Important components of our intellectual property are subject to an
amended software customization, license and services agreement with the Federal
Home Loan Mortgage Corporation, or Freddie Mac. Pursuant to this agreement, a
version of our core software that was customized to operate according to
certain standards established by Freddie Mac will be released to Freddie Mac
from escrow if we fail to meet specified repayment obligations, financial
covenants or reporting requirements contained in our revolving credit facility
with Freddie Mac.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A covenant in one of our capital lease agreements requires that we
maintain a cash and cash equivalents balance of at least $3.0&nbsp;million
throughout the term of the lease. If our cash balance falls below $3.0&nbsp;million
at the end of a measurement period, we will be required to collateralize the
balance of the lease with cash. As of June&nbsp;30, 2002, the remaining payments
under this lease were approximately $0.4&nbsp;million.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have pledged our accounts receivable as collateral to secure our
borrowings under our revolving credit agreement with GE Capital Commercial
Services.
</FONT>
<P align="center"><FONT size="2"><B>Risks Related To Our Markets And Strategy</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our future success is dependent upon increased acceptance of the Internet
by consumers and lenders as a medium for lending</B>.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Increased consumer use of the Internet is subject to uncertainty. If
consumer and lender acceptance of our online exchange does not increase, our
business will not succeed. The online lending market is new and rapidly
developing. The adoption of online lending, in general, and our exchange, in
particular, requires the acceptance of a new way of conducting business,
exchanging information and applying for credit by consumers, as well as
acceptance by lenders that have historically relied upon traditional lending
methods. As a result, we cannot be sure that we will be able to compete
effectively with traditional borrowing and lending methods.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Lenders in our network are not precluded from offering consumer credit
products outside our exchange</B>.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If a significant number of our potential consumers are able to obtain
loans from our participating lenders without utilizing our service, our ability
to generate revenue may be limited. Because we do not have exclusive
relationships with the lenders whose loan products are offered on our online
exchange, consumers may obtain offers and loans from these lenders without
using our
</FONT>
<P align="center"><FONT size="2">7</FONT>
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<P><FONT size="2">service. Our lenders can offer their products directly to consumers
through brokers, mass marketing campaigns, or through other traditional methods
of credit distribution. These lenders can also offer their products over the
Internet without using our Lend-X technology either directly to prospective
borrowers, through one or more of our online competitors or a combination of
such methods.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>If our participating lenders do not provide competitive levels of service
to consumers, our brand will be harmed and our ability to attract consumers to
our website will be limited</B>.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to provide a high-quality borrowing experience depends in part
on consumers receiving competitive levels of convenience, customer service,
pricing terms and responsiveness from our participating lenders. If our
participating lenders do not provide consumers with competitive levels of
convenience, customer service, pricing terms and responsiveness, the value of
our brand may be harmed, our ability to attract consumers to our website may be
limited and the number of consumers using our service may decline.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may not be able to manage our expanding operations effectively.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have recently experienced a period of rapid expansion. In order to
execute our business plan, we must continue to expand significantly. Our
inability to expand our operations in an efficient manner could cause our
expenses to grow disproportionately to our revenue, or revenue to decline or
grow more slowly than expected, or could otherwise have a material adverse
effect on our business and the value of your investment. Our anticipated
future growth will continue to place a significant strain on our management,
systems and resources. We will need to continue to expand and maintain close
coordination among our technical, accounting, finance and sales and marketing
departments. We may not succeed in these efforts.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>If we are unable to maintain our brand recognition or high levels of
consumer satisfaction, consumer and lender demand for our services may
decrease.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we fail to promote and maintain our brand successfully, or incur
significant expenses in promoting our brand and fail to generate a
corresponding increase in revenue as a result of our branding efforts, our
business could be materially and adversely affected. We believe we have
successfully built a recognizable brand. We believe that continuing to build
and maintain brand awareness of the LendingTree exchange and Lend-X is critical
to achieving increased demand for our service. Brand recognition is a key
differentiating factor among providers of online lending services, and we
believe it will be increasingly important as competition intensifies. In order
to increase our brand awareness, we must succeed in our marketing efforts,
provide high-quality services and increase the number of consumers using our
exchange. If visitors to our website do not perceive our existing service to
be of high quality or if we alter or modify our existing service, introduce new
services or enter into new business ventures that are not favorably received,
the value of our brand could be diluted, which could decrease the
attractiveness of our service to consumers and lenders. In addition, we
believe that consumers who have a negative experience with our website may be
reluctant to return to our website or recommend LendingTree to other potential
consumers.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our business could suffer if we lose the services of Mr.&nbsp;Lebda.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we lose the services of Douglas Lebda, our founder, Chief Executive
Officer and a director, our ability to expand our business may be compromised.
Mr.&nbsp;Lebda has been instrumental in determining our strategic direction and
focus and in promoting the concept of an Internet-based lending exchange for
consumers and lenders. We do not maintain key person insurance on Mr.&nbsp;Lebda.
</FONT>
<P align="center"><FONT size="2">8</FONT>
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<P align="center"><FONT size="2"><B>Risks Related To The Internet And Our Technology Infrastructure</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may experience reduced visitor traffic, reduced revenue and harm to our
reputation in the event of unexpected network interruptions caused by system
failures.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any significant failure to maintain the satisfactory performance,
reliability, security and availability of our website, filtering systems or
network infrastructure may cause significant harm to our reputation, our
ability to attract and maintain a high volume of visitors to our website, and
our ability to attract and retain participating consumers and lenders. Our
revenue depends in large part on the number of credit requests submitted by
consumers. Any system interruptions that result in the inability of consumers
to submit these credit requests, or more generally the unavailability of our
service offerings, could have an adverse impact on our revenue. If an outage
occurs, it may severely harm our reputation and our ability to offer our
services. Our computer hardware is located in leased facilities in Beltsville,
Maryland. If this location experienced a system failure, the performance of
our website would be interrupted. These systems are also vulnerable to damage
from fire, floods, power loss, telecommunications failures, acts of war or
terrorism, break-ins and similar events. Our insurance policies may not
compensate us for any losses that may occur as a result of any failures or
interruptions in our systems. Any extended period of disruptions could
materially and adversely affect our business, results of operations and
financial condition.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Breaches of our network security could subject us to increased operating
costs as well as litigation and other liabilities</B>.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any penetration of our network security or other misappropriation of our
users&#146; personal information could cause interruptions in our operations and
subject us to liability. Claims against us could also be based on other
misuses of personal information, such as for unauthorized marketing purposes.
These claims could result in litigation and financial liability. Security
breaches could also damage our reputation with our consumers, lenders, brokers
and service providers. We rely on licensed encryption and authentication
technology to effect secure transmission of confidential information. It is
possible that advances in computer capabilities, new discoveries or other
developments could result in a compromise or breach of the technology that we
use to protect consumer transaction data. We cannot guarantee that our
security measures will prevent security breaches. We may be required to expend
significant capital and other resources to protect against and remedy any
potential or existing security breaches and their consequences.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Failure to protect our intellectual property rights could impair our
ability to compete effectively.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Failure to protect our intellectual property could harm our brand and our
reputation, devalue our content in the eyes of our customers and adversely
affect our ability to compete effectively. Further, enforcing or defending our
intellectual property rights, including our service marks, patents, patent
applications, copyrights and trade secrets, could result in the expenditure of
significant financial and managerial resources. We regard our intellectual
property as important to our success. To protect the rights to our
intellectual property, we rely on a combination of patent, trademark and
copyright law, trade secret protection, confidentiality agreements, and other
contractual arrangements with our employees, affiliates, clients and others.
The protective steps we have taken may be inadequate to deter misappropriation
of our proprietary information. We may be unable to detect the unauthorized
use of, or take appropriate steps to enforce, our intellectual property rights.
We may be unable to prevent third parties from acquiring domain names that
are similar to, infringe upon or diminish the value of our trademarks and other
proprietary rights. We have obtained a U.S. patent
</FONT>
<P align="center"><FONT size="2">9</FONT>
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<P><FONT size="2">and filed a related Patent Cooperation Treaty international patent
application on our Lend-X technology and our online loan market process. While
the number of software and business method patents issued by the U.S. Patent
and Trademark Office has been growing substantially in recent years, there is
still a significant degree of uncertainty associated with these patents. It is
possible that our patent will be construed by a court of competent jurisdiction
in a very limited manner such that it offers little or no basis for us to deter
competitors from employing similar technology or processes or does not allow us
to defend against third party claims of patent infringement.
</FONT>
<P align="center"><FONT size="2"><B>Risks Related To Legal And Regulatory Uncertainty</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may be subject to liability or legal claims relating to information
that is posted on our website or on websites linked to our website.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As an online lending exchange we may be liable as a result of information
retrieved from our website or the websites of businesses with which we maintain
relationships. We may be subject to legal claims relating to information that
is published or made available on our website and the other websites linked to
it. Our service may subject us to potential liabilities or claims resulting
from:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Lost or misdirected messages from our network lenders, consumers or vendors;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Illegal or fraudulent use of e-mail;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Interruptions or delays in transmission of qualification forms or lenders&#146; offers; or</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Failure to protect consumers&#146; private information in a manner
consistent with our privacy policy and applicable law.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, we could incur significant costs in investigating and
defending against such claims, even if we are ultimately are not found liable.
If any of these events occur, our business could be materially and adversely
affected.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Failure to comply with laws governing our services or material changes in
the regulatory environment relating to the Internet could have a material
adverse effect on our business.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The loan products and services available through our website and the real
estate agent referral and other business relationships in which we operate
essentially as a non-processing mortgage broker are subject to extensive
regulation by various federal and state governmental authorities. Because of
uncertainties as to the applicability of some of these laws and regulations to
the Internet and, more specifically, to our business, and considering our
business has evolved and expanded in a relatively short period of time, we may
not always have been, and may not always be, in compliance with applicable
federal and state laws and regulations. Failure to comply with the laws and
regulatory requirements of federal and state regulatory authorities may result
in, among other things, revocation of required licenses or registrations, loss
of approved status, termination of contracts without compensation, loss of
exempt status, indemnification liability to lenders and others doing business
with us, administrative enforcement, actions and fines, class action lawsuits,
cease and desist orders, and civil and criminal liability. The occurrence of
one or more of these events could materially and adversely affect our business
and results of operations.
</FONT>
<P align="center"><FONT size="2">10</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Many states require us to obtain licenses to offer our products and we
have not obtained those licenses in every state.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many states require licenses to solicit or broker to residents of those
states loans secured by residential mortgages and other consumer loans,
including credit card, automobile and personal loans. We are currently neither
licensed nor able to accept credit requests for all loan products in every
state. To our knowledge, we are not currently accepting credit requests for
loan products from residents of states in which we are not licensed to provide
those products (or exempt from such licensing). In many of the states in which
we are licensed, we are subject to examination by regulators. In addition, we
are required to obtain real estate broker licenses, additional mortgage broker
licenses and individual call center personnel licenses in numerous states.
Failure to obtain these licenses and approvals or a failure to comply with
statutes and regulations applicable to licensees or subsequent loss of such
licenses could prevent us from receiving fees from the real estate agent
referral and mortgage services programs we offer and may subject us to the
types of fines, forfeitures and litigation discussed above. As a computer loan
origination system or mortgage broker conducting business through the Internet,
we face an additional level of regulatory risk given that most of the laws
governing lending transactions have not been substantially revised or updated
to fully accommodate electronic commerce. Until these laws, rules and
regulations are revised to clarify their applicability to transactions
conducted through electronic commerce, any company providing loan-related
services through the Internet or other means of electronic commerce will face
compliance uncertainty. Federal law, for example, generally prohibits the
payment or receipt of referral fees in connection with residential mortgage
loan transactions. The applicability of existing or future referral fee
prohibitions to the compensation provisions of fee advertising, marketing,
distribution and cyberspace rental arrangements used by online companies like
us may have the effect of reducing the types and amounts of fees that we may
charge or pay in connection with real estate-secured products.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Because some state regulations impose filing obligations on some of our
largest stockholders and customers, we may be unable to obtain or maintain
necessary licenses in these states for reasons beyond our control if any of
these parties fail to comply with these filing obligations.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Regulations promulgated by some states may impose compliance obligations
on any person who acquires 10% or more of our common stock, including requiring
that person to periodically file financial and other personal and business
information. If any person acquires 10% or more of our common stock and
refuses or fails to comply with these requirements, we may not be able to
obtain a license and existing licensing arrangements in particular states may
be jeopardized. The inability to obtain, or the loss of, required licenses
could have a material adverse effect on our operations or financial condition.
The parties conducting business with us, such as lenders and other website
operators, similarly may be subject to federal and state regulation. These
parties act as independent contractors and not as our agents in their
solicitations and transactions with consumers. Consequently, we cannot ensure
that these entities will comply with applicable laws and regulations at all
times. Failure on the part of a lender or other website operator to comply
with these laws or regulations could result in, among other things, claims of
vicarious liability or a negative impact on our reputation. The occurrence of
one or more of these events could materially and adversely affect our business,
results of operation and financial condition.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may not be able to satisfy state or federal net worth or bond
requirements necessary to obtain or maintain required licenses</B>.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Some of the licenses we seek or maintain require us to satisfy certain
minimum net worth requirements and/or post surety bonds in various amounts for
the protection of consumers. The
</FONT>
<P align="center"><FONT size="2">11</FONT>
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<P><FONT size="2">inability to satisfy such net worth requirements or obtain or maintain
required surety bonds could have a material adverse effect on our operations or
financial condition.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Regulation of the Internet is unsettled, and future regulations could
inhibit the growth of the Internet, decrease the number of visitors to our
website or otherwise materially and adversely affect our business.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Existing laws and regulations specifically regulate communications and
commerce on the Internet. Additional laws and regulations that address issues
such as user privacy, pricing, online content regulation, online real estate
referral services, taxation, and the characteristics and quality of online
products and services are under consideration by federal, state and local
governments and agencies. Several telecommunications companies have petitioned
the Federal Communications Commission to regulate Internet service providers
and online service providers in a manner similar to the regulation of long
distance telephone carriers and to impose access fees on such companies. This
regulation, if imposed, could increase the cost of transmitting data over the
Internet. Moreover, it may take years to determine the extent to which
existing laws relating to issues such as intellectual property ownership and
infringement and personal privacy are applicable to the Internet. Many of
these laws were adopted prior to the advent of the Internet and related
technologies and, as a result, do not contemplate or address the unique issues
of the Internet and related technologies. The Federal Trade Commission and
government agencies in certain states have been investigating Internet
companies regarding their use of personal information. We could incur
additional expenses if any new regulations regarding the use of personal
information are introduced or if these agencies choose to investigate our
privacy practices. Any new laws or regulations relating to the Internet, or
new application or interpretation of existing laws, could inhibit the growth of
the Internet as a medium for commerce or credit procurement which could, in
turn, decrease the demand for our service or otherwise materially and adversely
affect our business, results of operation and financial condition.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may be limited or restricted in the way we establish and maintain our
online relationships by laws generally applicable to our business.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Real Estate Settlement Procedures Act, or RESPA, and related
regulations generally prohibit the payment or receipt of fees or any other item
of value for the referral of a real estate-secured loan to a loan broker or
lender. RESPA and the related regulations also prohibit fee shares or splits
or unearned fees in connection with the provision of residential real estate
settlement services, including mortgage brokerage and lending services.
Notwithstanding these prohibitions, RESPA permits payments for goods or
facilities furnished or for services actually performed, so long as those
payments bear a reasonable relationship to the market value of the goods,
facilities or services provided. Failure to comply with RESPA may result in,
among other things, administrative enforcement actions, class action lawsuits,
cease and desist orders and civil and criminal liability. The mortgage and
home equity products offered through LendingTree&#146;s exchange are residential
real estate secured loans subject to these provisions of RESPA. Consequently,
our online relationships with lenders, other companies and Websites on which we
offer services are subject to RESPA&#146;s prohibitions on payment or receipt of
referral fees for referrals and for unearned fees or fee splits. We believe
that we have structured these relationships to comply with RESPA. The
applicability of RESPA&#146;s referral fee and fee splitting prohibitions to these
types of Internet-based relationships, however, is unclear and the appropriate
regulatory agency has provided limited guidance to date on the subject.
</FONT>
<P align="center"><FONT size="2">12</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may be liable for damages resulting from infringement of third parties&#146;
intellectual property rights.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have been, and expect to continue to be, subject to claims alleging
that we have violated a patent or infringed a copyright, trademark or other
proprietary right belonging to a third party. For example, on September&nbsp;10,
2001, Block Financial Corporation (&#147;Block&#148;) filed a complaint in the United
States District Court for the Western District of Missouri &#091;Block Financial
Corporation v. LendingTree, Inc., Case Number 01-1007-CV-W-3&#093; against us,
alleging that our financial card (credit card) qualification form processing
system infringes its U.S. Patent No.&nbsp;6,014,645 entitled, &#147;Real-Time Financial
Card Application System.&#148; The complaint seeks both monetary damages in the
form of a reasonable royalty and injunctive relief. On November, 19, 2001, we
filed an answer to the complaint denying infringement of the Block patent. We
also filed a counterclaim against Block seeking a declaratory judgment of
non-infringement and invalidity of the Block patent. The lawsuit is in an
early stage, and discovery is just beginning to get underway.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any infringement claims, including the Block claim, even if not
meritorious or even if we are not found liable for infringement, could result
in the expenditure of significant financial and managerial resources on our
part, which could materially adversely affect our business, results of
operations and financial condition.
</FONT>
<P align="center"><FONT size="2"><B>Risks Related To Our Stock Price And Corporate Control</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Sales of substantial amounts of our common stock in the public market,
including shares issuable upon the conversion of our Series&nbsp;A Preferred Stock,
could have an adverse impact on the market price of our common stock.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The market price of our common stock could decline as a result of sales by
our existing stockholders after this offering or as a result of the perception
that these sales could occur. Substantially all of our outstanding shares of
common stock are currently eligible for resale in the public market. As of
July&nbsp;31, 2002, we had 22.2&nbsp;million common shares issued and outstanding. At
July&nbsp;31, 2002, we also had 6.0&nbsp;million shares of Series&nbsp;A Preferred Stock
outstanding, which were convertible into 6.6&nbsp;million shares of our common stock
on such date. We have filed a registration statement registering the resale of
shares of our common stock issuable upon conversion of the Series&nbsp;A Preferred
Stock. The holders of the Series&nbsp;A Preferred Stock are entitled to receive
quarterly dividends equal to 8% per annum of the stated value per share payable
at our option (i)&nbsp;in cash on each quarterly dividend date or (ii)&nbsp;by an upward
adjustment to the stated value per share on each dividend payment date. If we
continue to pay the dividends by means of adjusting the stated value per share,
the accrued dividends will result in additional shares of common stock being
issued upon conversion of shares of Series&nbsp;A Preferred Stock.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At July&nbsp;31, 2002, we also had outstanding options to purchase 5.9&nbsp;million
shares of our common stock with a weighted average exercise price $5.61 per
share and warrants to purchase approximately 0.3&nbsp;million shares of our common
stock with a weighted average exercise price $5.51 per share. Moreover, we may
issue additional shares in acquisitions and may grant additional stock options
to our employees, officers, directors and consultants under our stock option
plans and employee stock purchase plans. Any substantial sales of such shares,
including shares registered for resale upon conversion of our Series&nbsp;A
Preferred Stock or shares held by our affiliates, may cause our stock price to
decline.
</FONT>
<P align="center"><FONT size="2">13</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Holders of our Series&nbsp;A Preferred Stock have greater rights and
preferences than our common stockholders.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of our Series&nbsp;A Preferred Stock have rights and preferences
that are senior to those of our common stockholders in many significant
respects. The existence of these rights and preferences may, in a given
situation, result in a reduction in the value of our common stock. The
preferential rights afforded to the holders of our Series&nbsp;A Preferred Stock
include the following:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="92%" colspan="3"><FONT size="2"><I>Dividends and Distributions. </I>The holders of our Series&nbsp;A
Preferred are entitled to receive annual dividends of 8% of the
&#147;stated value&#148; per share of our common stock. The stated value per
share equals $3.50 per share plus accrued and unpaid dividends. As
of July&nbsp;31, 2002, the stated value was $3.79759 per share. The
dividends are payable quarterly, at our option, in cash or by
adjusting the stated value per share of our Series&nbsp;A Preferred Stock
unpaid. Dividends must be paid to the holders of the Series&nbsp;A
Preferred Stock prior and in preference to the common stock.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="92%" colspan="3"><FONT size="2"><I>Redemption Premium</I>. We are required to redeem all shares of
Series&nbsp;A Preferred Stock that remain outstanding on March&nbsp;20, 2006
at a 5% premium to the then current stated value per share. If a
significant portion of the Series&nbsp;A Preferred Stock remains
outstanding on March&nbsp;20, 2006, all or substantially all of our
assets may be necessary to fund this redemption.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="92%" colspan="3"><FONT size="2"><I>Conversion</I>. Each share of Series&nbsp;A Preferred Stock is
convertible into the number of shares of common stock determined by
dividing the current stated value per share plus accrued but unpaid
dividends by the conversion price. The conversion price is the
initial purchase price of $3.50 per share subject to adjustment
pursuant to the price protection provisions described below. As of
July&nbsp;31, 2002, each share of Series&nbsp;A Preferred Stock was
convertible into 1.085 shares of common stock.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="92%" colspan="3"><FONT size="2"><I>Price Protection</I>. In certain circumstances, the economic
value of the investment in our Series&nbsp;A Preferred Stock is protected
against future sales of common stock by us at prices below $3.50 per
share. If we sell securities at a price below $3.50 per share, the
price at which the Series&nbsp;A Preferred Stock converts into common
stock may be adjusted downward, which would automatically entitle
these holders to receive additional shares of common stock upon
conversion. No such protection exists with respect to our common
stock.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="4%"><FONT size="2">&#149;</FONT></TD>
        <TD width="88%" colspan="3"><FONT size="2"><I>Protective Provisions. </I>So long as more than 1,377,143 shares
of our Series&nbsp;A Preferred Stock are outstanding, we are restricted
from engaging in a variety of corporate actions without the consent
of 68.5% of the shares of Series&nbsp;A Preferred Stock then outstanding.
These transactions include:</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="88%"><FONT size="2">amending our certificate of incorporation or
bylaws in a manner adverse to the holders of our Series&nbsp;A
Preferred Stock;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="88%"><FONT size="2">authorizing or issuing any class or series of
capital stock ranking senior to or on parity with our Series&nbsp;A
Preferred Stock in any regard;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">14</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="88%"><FONT size="2">repurchasing, redeeming or paying dividends on
any equity securities, other than on our Series&nbsp;A Preferred
Stock and repurchases pursuant to employee benefit plans;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="88%"><FONT size="2">subjecting our assets to certain liens;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="88%"><FONT size="2">incurring any indebtedness for borrowed money in
excess of $10.0&nbsp;million, other than in connection with
revolving credit facilities approved by our board of
directors;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="88%"><FONT size="2">issuing debt or equity that bears an interest
rate, dividend rate or yield greater than certain specified
levels.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%" colspan="3"><FONT size="2">These provisions may impede management&#146;s ability to effect certain
transactions that it believes to be in the best interest of all
stockholders.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="92%" colspan="3"><FONT size="2"><I>Liquidation Preference. </I>In the event LendingTree is
liquidated or dissolves, the holders of our Series&nbsp;A Preferred Stock
will be entitled to receive a liquidation preference equal to 105%
of the then current stated value per share before any distributions
may be made to holders of our common stock.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="92%" colspan="3"><FONT size="2"><I>Change in Control</I>. Upon a merger or change in control,
holders of our Series&nbsp;A Preferred Stock may have the right to
receive the greater of the liquidation preference described above or
the consideration that they would have received if they had
converted their shares of Series&nbsp;A Preferred Stock into common stock
immediately prior to the consummation of the merger or change in
control event. In a non-cash transaction, the holders of Series&nbsp;A
Preferred Stock may effectively require that the other party to such
transaction redeem the convertible preferred stock for a cash amount
equal to the liquidation preference. These provisions may inhibit
our ability to consummate a merger or change in control transaction
and will likely reduce the proceeds of any such transaction to our
common stockholders.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any of the foregoing rights and preferences may, in a given situation,
disadvantage the holders of our common stock as compared to the holders of our
Series&nbsp;A Preferred Stock and may reduce the market price of our common stock.
Further, the influence of the holders of our Series&nbsp;A Preferred Stock may have
the effect of preventing a third party from making an acquisition proposal for
us and, consequently, may delay or hinder a future change in control.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>If our common stock price drops significantly, we may be delisted from the
Nasdaq National Market, which could eliminate the trading market for our common
stock.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed on the Nasdaq National Market. In order to
continue to be included on the NASDAQ National Market, a company must meet
certain maintenance criteria. While we are currently in compliance with all
such criteria, we cannot assure you that we will continue to meet these
maintenance criteria. If our common stock were to be delisted, we would be
required to meet the criteria for initial listing if we wanted to be listed on
the Nasdaq National Market again. The initial listing standards are more
stringent than the maintenance standards. Accordingly, we cannot provide
assurances that if we were delisted we would be able to have our common stock
relisted on the Nasdaq National Market. Further, if our common stock were to
be delisted, it may become more difficult for us to raise funds through the sale of our common
stock or securities convertible into our common stock.
</FONT>
<P align="center"><FONT size="2">15</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>It may be difficult for a third party to acquire LendingTree, which could
depress our stock price.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware corporate law and our amended and restated certificate of
incorporation and by-laws contain provisions that could have the effect of
delaying, deferring or preventing a change in control of LendingTree that our
management and stockholders may consider favorable or beneficial. These
provisions could discourage proxy contests and make it more difficult for
stockholders to elect directors and take other corporate actions. These
provisions could also limit the price that investors might be willing to pay in
the future for shares of our common stock. These provisions include:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Authorization to issue blank check preferred stock, which is
preferred stock that can be created and issued by the board of
directors without prior stockholder approval, with rights senior to
our common stockholders;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">A staggered board of directors, so that it could take three
successive annual meetings to replace all directors;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">A requirement that business combinations either be approved
by 80% of our stockholders or a majority of our continuing
directors, or provide consideration to our stockholders in excess of
established amounts;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Prohibition of stockholder action by written consent;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Advance notice requirements for the submission by
stockholders of nominations for election to the board of directors
and for proposing matters that can be acted upon by stockholders at
a meeting;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">A stockholder rights agreement that makes it more difficult
for a third party to acquire us without the support of our board of
directors and principal stockholders.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our executive officers and directors and entities affiliated with them,
whose interests may differ from other stockholders, have the ability to
exercise significant control over us.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At July&nbsp;31, 2002, our executive officers, directors and entities
affiliated with them, as a group, beneficially own approximately 40% of our
voting stock. These stockholders are able to exercise significant influence
over all matters requiring approval by our stockholders, including the election
of directors and the approval of significant corporate transactions, including
a change of control of LendingTree. The interests of these stockholders may
differ from the interests of our other stockholders.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The price of our common stock may be volatile.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since our initial public offering in February 2000, there has been
significant volatility in the market price of our common stock. Our common
stock traded as high as $21.00 per share on February&nbsp;16, 2000 and as low as
$1.781 per share on December&nbsp;28, 2000. This volatility may continue in the
future. Factors such as quarterly variations in our operating results, changes
in financial estimates by securities analysts or our failure to meet our or
their projected financial and
</FONT>
<P align="center"><FONT size="2">16</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P><FONT size="2">operating results, litigation involving us, general trends relating to
internet companies, actions by governmental agencies, national economic and
stock market considerations as well as other events and circumstances beyond
our control could have a significant impact on the future market price of our
common stock and the relative volatility of such market price. In the past,
following periods of volatility in the market price of a company&#146;s securities,
securities class action litigation has often been instituted against that
company. If similar litigation were instituted against us, it could result in
substantial costs and a diversion of management&#146;s attention and resources,
which could have an adverse effect on our business.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Agreements with our creditors and preferred stockholders restrict our
ability to pay dividends.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We do not pay regular cash dividends on our common stock and we do not
anticipate paying such dividends in the foreseeable future. In addition, both
our revolving credit facility with GE Capital Commercial Services and the
certificate of designations, rights and preferences relating to our Series&nbsp;A
Preferred Stock limit our ability to pay dividends on our common stock.
</FONT>
<!-- link1 "DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS" -->
<P align="center"><FONT size="2"><B>DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus, including the documents that are incorporated by
reference, contains certain &#147;forward-looking statements&#148; within the meaning of
Section&nbsp;27A of the Securities Act of 1933, as amended, and Section&nbsp;21E of the
Securities Exchange Act of 1934, as amended, that represent our expectations or
beliefs concerning future events or projected financial results. We intend
these statements to qualify for the safe harbor from liability established by
the Private Securities Litigation Reform Act of 1995. Words such as &#147;expect,&#148;
&#147;anticipate,&#148; &#147;project,&#148; &#147;estimate,&#148; &#147;intend,&#148; &#147;believe,&#148; &#147;plan,&#148; &#147;predict,&#148;
&#147;may,&#148; &#147;will,&#148; &#147;should,&#148; &#147;could&#148; and similar expressions are used to identify
these forward-looking statements. Similarly, statements that describe our
objectives, plans or goals are forward-looking statements. Such
forward-looking statements are about matters that are inherently subject to
risks and uncertainties.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our actual results could differ materially from the results contemplated
by the forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed under the
section captioned &#147;Risk Factors&#148; in this prospectus as well as those cautionary
statements and other factors set forth elsewhere herein and in the documents
incorporated herein by reference. You should consider these factors carefully
in evaluating the forward-looking statements. The forward-looking statements
included herein are made only as of the date of this prospectus and we
undertake no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances. You are cautioned not to rely on
the forward-looking statements.
</FONT>
<P align="center"><FONT size="2">17</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<!-- link1 "USE OF PROCEEDS" -->
<P align="center"><FONT size="2"><B>USE OF PROCEEDS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any proceeds from the sale of common stock being
offered hereunder by the selling stockholders.
</FONT>
<!-- link1 "SELLING STOCKHOLDERS" -->
<P align="center"><FONT size="2"><B>SELLING STOCKHOLDERS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth certain information with respect to the
beneficial ownership of our common stock by certain of the selling stockholders
as of July&nbsp;31, 2002 and as adjusted to reflect the assumed sale of the shares
of common stock offered hereby. Beneficial ownership of the common stock by
the selling stockholders following this offering will depend on the actual
number of shares sold by each selling stockholder. The shares of common stock
offered by this reoffer prospectus may be offered from time to time by the
selling stockholders named below. In addition, certain non-affiliates of
LendingTree who are each offering fewer than 1,000 shares pursuant to this
reoffer prospectus and, accordingly, are not required to be named in the
following table may use this reoffer prospectus for offers and sales of up to
an aggregate of 28,082 shares of common stock. Each of the selling
stockholders is currently an employee of LendingTree.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have determined beneficial ownership in accordance with the SEC&#146;s
rules. Beneficial ownership includes voting and/or investment power with
respect to the securities held by the named individuals. Shares of common
stock subject to options that are currently exercisable or that are exercisable
within 60&nbsp;days of July&nbsp;31, 2002, are deemed outstanding for purposes of
computing the percentage beneficially owned by the person holding the options
but are not deemed outstanding for purposes of computing the percentage
beneficially owned by any other person. Except as otherwise noted, the persons
named have sole voting and investment power with respect to all shares shown as
beneficially owned by them. We have calculated the percentage beneficially
owned based upon the 22.2&nbsp;million shares of our common stock outstanding on
July&nbsp;31, 2002.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The inclusion in the table of individuals named therein shall not be
deemed to be an admission that any such individuals are &#147;affiliates&#148; of the
Company.
</FONT>
<P align="center"><FONT size="2">18</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="50%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="7"><FONT size="1"><B>Shares Of Common Stock</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number of Shares</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="7"><FONT size="1"><B>Shares of Common Stock</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="7"><FONT size="1"><B>Beneficially Owned Before</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>That May be Offered</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="7"><FONT size="1"><B>Beneficially Owned After</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="7"><FONT size="1"><B>Any Shares Are Sold Under</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Pursuant to this</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="7"><FONT size="1"><B>All Shares Are Sold</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="7"><FONT size="1"><B>This Prospectus</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Prospectus</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="7"><FONT size="1"><B>Under This Prospectus</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="7"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1"><B>Name</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Percent</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Percent</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="top" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">David N. Anderson<br>
Senior Vice President of New Business Initiatives</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">101,245 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(1)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">6,970</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">94,275 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(1)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Stephen J. Campbell<br>
Senior Vice President and Chief
Information Officer</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">48,210 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(2)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">5,735</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">42,475 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(2)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Lori T. Collins<br>
Senior Vice President &#150; Account
Management and Product Management</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">45,342 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(3)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">22,436</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">22,906 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(3)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Eric H. Cunliffe<br>
Senior Vice President, General Manager
of Realty Services</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">26,245 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(4)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">428</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">25,817 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(4)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Robert J. Flemma, Jr.<br>
Senior Vice President and General Counsel</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">62,200 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(5)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">12,500</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">49,700 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(5)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Kimberly R. Gorsuch-Bradbury<br>
Senior Vice President Corporate Strategy
and Development</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">61,526 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(6)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">21,083</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">40,443 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(6)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Keith B. Hall<br>
Senior Vice President and Chief
Financial Officer</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">253,266 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(7)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">1.1</FONT></TD>
        <TD nowrap><FONT size="2">%</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">5,784</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">247,482 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(7)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">1.1</FONT></TD>
        <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="top">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Robert L. Harris<br>
Senior Vice President of Marketing</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">36,020 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(8)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">1,730</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">34,290 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(8)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Thomas J. Reddin<br>
President and Chief Operating Officer</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">41,058 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(9)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">2,762</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">38,296 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(9)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Richard M. Stiegler<br>
Senior Vice President and Chief
Technology Officer</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">130,374 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(10)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">605</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">129,769 </FONT></TD>
        <TD nowrap><FONT size="2"><sup>(10)</sup></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<HR size="1" width="18%" align="left" noshade>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">*</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Indicates less than 1%.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 90,488 shares subject to options that are currently exercisable
or will become within 60&nbsp;days of July&nbsp;31, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 41,075 shares subject to options that are currently exercisable
or will become within 60&nbsp;days of July&nbsp;31, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 19,050 shares subject to options that are currently exercisable
or will become within 60&nbsp;days of July&nbsp;31, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 21,250 shares subject to options that are currently exercisable
or will become within 60&nbsp;days of July&nbsp;31, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(5)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 37,200 shares subject to options that are currently exercisable
or will become within 60&nbsp;days of July&nbsp;31, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(6)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 31,720 shares subject to options that are currently exercisable
or will become within 60&nbsp;days of July&nbsp;31, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(7)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 100,605 shares subject to options that are currently exercisable
or will become within 60&nbsp;days of July&nbsp;31, 2002 and 31,000 shares issuable
upon conversion of Series&nbsp;A Preferred Stock.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(8)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 21,256 shares subject to options that are currently exercisable
or will become within 60&nbsp;days of July&nbsp;31, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(9)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 1,283 shares subject to options that are currently exercisable
or will become within 60&nbsp;days of July&nbsp;31, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(10)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 105,049 shares subject to options that are currently exercisable
or will become within 60&nbsp;days of July&nbsp;31, 2002.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">19</FONT>
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<!-- link1 "PLAN OF DISTRIBUTION" -->
<P align="center"><FONT size="2"><B>PLAN OF DISTRIBUTION</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are registering the shares of common stock covered by this prospectus
for the selling stockholders. As used in this prospectus, &#147;selling
stockholder&#148; includes the donees, transferees, successors-in-interest and
others who may later hold the selling stockholders&#146; interests in the shares of
our common stock covered hereby, and such persons are entitled to resell shares
using this prospectus. We are paying the costs and fees of registering the
shares of common stock, although the selling stockholders will pay any
brokerage commissions, discounts or other similar expenses relating to the sale
of the shares of common stock. We will not receive any proceeds for the sale
of our common stock by the selling stockholders.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may sell the common stock being offered hereby in
one or more of the following ways at various times:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">on any national securities exchange or other market or
quotation system on which our common stock may be listed or quoted
at the time of sale, including the Nasdaq National Market;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">directly to institutional investors; or</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">through agents to the public or to institutional investors.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The selling
stockholders may sell the common stock at market prices prevailing at the time
of sale, at prices related to the prevailing market prices, or at negotiated
prices. A distribution of the common stock by some of the selling stockholders
may also be effected through the issuance by the selling stockholders or others
of derivative securities, including warrants, exchangeable securities, forward
delivery contracts and the writing of options.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the selling stockholders may sell some or all of the shares
of common stock covered by this prospectus through:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">block trades in which a broker-dealer attempts to sell as
agent, but may position or resell a portion of the block, as
principal, in order to facilitate the transaction;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">ordinary brokerage transactions and transactions in which a
broker solicits purchasers; or</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">privately negotiated transactions.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When selling the common stock, the selling stockholders may enter into
hedging transactions. For example, the selling stockholders may:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">enter into transactions involving short sales of the common
stock by broker-dealers;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">sell shares of common stock short and redeliver such shares
to close out a short positions;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">20</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">enter into options or other types of transactions that
require the selling stockholders to deliver common stock to a
broker-dealer, who will then resell or transfer the common stock
under this prospectus; or</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">loan or pledge the common stock to a broker-dealer, who may
sell the loaned shares or, in the event of default, sell the pledged
shares.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
selling stockholders may allow other broker-dealers to participate in resales.
The selling stockholders and any broker-dealers involved in the sale or resale
of the common stock may qualify as &#147;underwriters&#148; within the meaning of the
Section&nbsp;2(a)(11) of the Securities Act. In addition, the broker-dealers&#146;
commissions, discounts or concession may qualify as underwriters&#146; compensation
under the Securities Act.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to selling shares of common stock under this prospectus, the
selling stockholders may:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">agree to indemnify any broker-dealer or agent against
liabilities related to selling the common stock, including
liabilities arising under the Securities Act;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">transfer shares of common stock in other ways not involving
market makers or established trading markets, including directly by
gift, distribution or other transfer;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">sell shares of common stock under Rule&nbsp;144 of the Securities
Act rather than by means of this prospectus, if the transaction
meets the requirements of Rule&nbsp;144; or</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">sell shares of common stock by any other legally available
means.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent required, the specific shares to be sold, the names of the
selling stockholders, the respective purchase prices and the public offering
prices, the names of any agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be set forth
in an accompany prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus forms a part.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are not aware of any agreements, arrangements or understandings between
any of the selling stockholders and any brokers, dealers, agents or
underwriters regarding the sale of shares or our common stock by the selling
stockholders.
</FONT>
<P align="center"><FONT size="2">21</FONT>
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<P align="center"><FONT size="4"><B>108,115 Shares</B></FONT>

<P align="center"><FONT size="4"><B>LendingTree, Inc.</B></FONT>

<P align="center"><FONT size="4"><B>Common Stock</B></FONT>

<P align="center"><FONT size="4">&nbsp;</FONT>
<P align="center"><FONT size="4">&nbsp;</FONT>
<div align="center"><hr size="2" noshade width="20%"></div>
<P align="center"><FONT size="4"><B>Prospectus</B></FONT>

<P align="center"><FONT size="4"><B>August&nbsp;29, 2002</B>
</FONT>

<P align="center"><FONT size="1">&nbsp;
</FONT>
<div align="center"><hr size="2" noshade width="20%"></div>


<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></FONT>

<P align="left"><FONT size="2"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LendingTree hereby incorporates by reference into this Registration
Statement the following documents filed with the Securities and Exchange
Commission:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">LendingTree&#146;s Annual Report on Form&nbsp;10-K for the fiscal year
ended December&nbsp;31, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">LendingTree&#146;s Quarterly Reports on Form&nbsp;10-Q for the fiscal
quarters ended March&nbsp;31, 2002 and June&nbsp;30, 2002;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">LendingTree&#146;s Current Reports on Form&nbsp;8-K dated March&nbsp;28,
2002, April&nbsp;16, 2002, April&nbsp;24, 2002 and August&nbsp;14,
2002; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">The description of LendingTree&#146;s Common Stock contained in
its Registration Statement on Form&nbsp;8-A filed pursuant to Section&nbsp;12
of the Exchange Act on January&nbsp;28, 2000, as updated by the
&#147;Description of Capital Stock&#148; contained in our Registration
Statement on Form&nbsp;S-3 (Registration No.&nbsp;333-60688).</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">All documents subsequently filed by LendingTree pursuant to Sections&nbsp;13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained 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 other subsequently filed document which is
also incorporated or 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.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;4. Description of Securities.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;5</B>. <B>Interests of Named Experts and Counsel.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102 of the Delaware General Corporation Law (the &#147;DGCL&#148;) allows a
corporation to eliminate the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or engaged in a
transaction in which the director derived an improper personal benefit.
</FONT>
<P align="center"><FONT size="2">II-1</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(a) of the DGCL permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any action, suit
or proceeding (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation in such capacity for another entity, against expenses (including
attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if such
person had no reasonable cause to believe his conduct was unlawful.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(b) of the DGCL also permits a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person acted in any of the capacities set
forth above, against expenses (including attorneys&#146; fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if such person acted in accordance with the above
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the corporation unless the court determines that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification (in which case, such person
may be indemnified to the extent the court deems appropriate).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the DGCL also provides that, to the extent that a director
or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section&nbsp;145(a) or (b),
such person shall be indemnified against expenses (including attorneys&#146; fees)
actually and reasonably incurred by such person in connection therewith.
Section&nbsp;145 also permits a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of such
person&#146;s status as such, whether or not the corporation would have the power to
indemnify such person against such liabilities under Section&nbsp;145 of the DGCL.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;174 of the DGCL provides, among other things, that a director who
willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of
the board of directors at the time such action occurred or immediately after
such absent director receives notice of the unlawful acts.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LendingTree&#146;s Amended and Restated Certificate of Incorporation includes a
provision that eliminates the personal liability of our directors for monetary
damages for breach of fiduciary duty as a director, except to the extent such
elimination of liability is not permitted under the DGCL. Our Amended and
Restated Certificate of Incorporation further provides for indemnification for
our officers and directors to the fullest extent permitted by law and for the
advancement of expenses incurred by such officers and directors in defending or
otherwise participating in a proceeding.
</FONT>
<P align="center"><FONT size="2">II-2</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LendingTree&#146;s Amended and Restated Bylaws provide that:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">LendingTree must indemnify its directors and officers who are
made parties to proceedings by virtue of their positions as
directors and officers and, provided that such person acted in good
faith and had no reasonable cause to believe his or her conduct was
unlawful;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">LendingTree must advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the
fullest extent permitted by Delaware law; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">LendingTree may, to the extent authorized by its Board of
Directors, provide rights to indemnification and to the advancement
of expenses to its employees and agents similar to those conferred
on its directors and officers.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indemnification provisions contained in LendingTree&#146;s Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws are not
exclusive of any other rights to which a person may be entitled by law,
agreement, vote of stockholders or disinterested directors or otherwise. In
addition, LendingTree maintains insurance on behalf of its directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or officers or arising out of such status.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing is only a general summary of certain aspects of the DGCL and
LendingTree&#146;s Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws. It is qualified in its entirety by reference to the relevant
statutes and documents that contain specific provisions regarding the
circumstances under which indemnification may or must be made.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;7. Exemption from Registration Claimed.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 108,115 shares of our common stock being registered for reoffer and
resale pursuant to the prospectus filed as a part of this Registration
Statement were issued by LendingTree pursuant to the exemption from
registration provided by Section&nbsp;4(2) of the Securities Act of 1933, as
amended. No form of general solicitation was used in connection with the
issuance of such shares and each selling stockholder had access to adequate
information before his or her purchase of shares of our common stock as a
result of prior relationships with LendingTree.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;8. Exhibits.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A list of exhibits is set forth on the Exhibit&nbsp;Index that immediately
precedes the exhibits and that is incorporated by reference herein.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;9. Undertakings.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LendingTree hereby undertakes:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">(a)</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">II-3</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="1%"></TD>
        <TD width="96%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(i)&nbsp;&nbsp;&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(ii)&nbsp;&nbsp;&nbsp;To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(iii)&nbsp;&nbsp;&nbsp;To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by LendingTree pursuant to Section&nbsp;13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.</FONT></TD>
</TR>
</TABLE>

<P><FONT size="2">(b)&nbsp;&nbsp;&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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 <I>bona fide </I>offering thereof.
</FONT>

<p><FONT size="2">(c)&nbsp;&nbsp;&nbsp;To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
</FONT>

<p><font size="2">(d)&nbsp;&nbsp;&nbsp;That, for purposes of determining any liability under the Securities
Act, each filing of LendingTree&#146;s annual report pursuant to Section&nbsp;13(a)
or Section&nbsp;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 <I>bona fide</I>
offering thereof.
</FONT>

<p><FONT size="2">(e)&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of LendingTree pursuant to the foregoing provisions, or
otherwise, LendingTree 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 LendingTree of expenses incurred or paid by a director,
officer or controlling person of LendingTree 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.
</FONT>

<P align="center"><FONT size="2">II-4</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<!-- link1 "SIGNATURES" -->
<P align="center"><FONT size="2"><B>SIGNATURES</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, LendingTree,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form&nbsp;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 Charlotte, State of North Carolina, on
this&nbsp;30th&nbsp;day
of August, 2002.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="45%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="2%">&nbsp;</TD>
        <TD width="45%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top" colspan="3"><FONT size="2">LENDINGTREE, INC.</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
By:
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">/s/ Douglas R. Lebda</FONT></TD>
</TR>
<TR>
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Douglas R. Lebda<br>
Chief Executive Officer</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2"><B>POWER OF ATTORNEY</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas R. Lebda and Keith B. Hall, and
each of them, 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 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, and each of them, 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 any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This power
of attorney may be executed in counterparts.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 30th day of August, 2002.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="45%">&nbsp;</TD>
        <TD width="10%">&nbsp;</TD>
        <TD width="45%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1"><B>NAME</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><FONT size="1"><B>TITLE</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
/s/ Douglas R. Lebda
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Chief Executive Officer and Director</FONT></TD>
</TR>
<TR>
        <TD align="left" valign="bottom"><FONT size="2">
<HR size="1" noshade></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">(principal executive officer)</FONT></TD>
</TR>
<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
Douglas R. Lebda</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
/s/ Keith B. Hall
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Senior Vice President, Chief Financial Officer and Treasurer</FONT></TD>
</TR>
<TR>
        <TD align="left" valign="bottom"><FONT size="2">
<HR size="1" noshade></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">(principal financial officer)</FONT></TD>
</TR>
<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
Keith B. Hall</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
/s/ Matthew A. Packey
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Vice President and Controller</FONT></TD>
</TR>
<TR>
        <TD align="left" valign="bottom"><FONT size="2">
<HR size="1" noshade></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">(principal accounting officer)</FONT></TD>
</TR>
<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
Matthew A. Packey</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
/s/ Richard Field
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Director</FONT></TD>
</TR>
<TR>
        <TD align="left" valign="bottom"><FONT size="2">
<HR size="1" noshade></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
Richard Field</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
/s/ Robert Kennedy
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Director</FONT></TD>
</TR>
<TR>
        <TD align="left" valign="bottom"><FONT size="2">
<HR size="1" noshade></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
Robert Kennedy</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
/s/ Daniel C. Lieber
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Director</FONT></TD>
</TR>

<TR>
        <TD align="left" valign="bottom"><FONT size="2">
<HR size="1" noshade></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
Daniel C. Lieber</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
/s/ Michael DeVico
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Director</FONT></TD>
</TR>
<TR>
        <TD align="left" valign="bottom"><FONT size="2">
<HR size="1" noshade></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
Michael DeVico</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
/s/ W. James Tozer, Jr.
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Director</FONT></TD>
</TR>
<TR>
        <TD align="left" valign="bottom"><FONT size="2">
<HR size="1" noshade></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
W. James Tozer, Jr.</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
/s/ Robert A. Spass
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Director</FONT></TD>
</TR>
<TR>
        <TD align="left" valign="bottom"><FONT size="2">
<HR size="1" noshade></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD align="left" valign="top"><FONT size="2">
Robert A. Spass</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">II-5</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">LENDINGTREE, INC.</FONT>

<P align="center"><FONT size="2">EXHIBIT INDEX</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="5%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="90%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1"><B>Exhibit No.</B></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="center"><FONT size="1"><B>Exhibit Description</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD><HR size="1" noshade></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Amended and Restated Articles of Incorporation of LendingTree, Inc.
(incorporated by reference to Exhibit&nbsp;3.1 to LendingTree&#146;s Registration
Statement on Form&nbsp;S-1/A (No.&nbsp;333-91839))</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Amended and Restated Bylaws of LendingTree, Inc. (incorporated by
reference to Exhibit&nbsp;3.2 to LendingTree&#146;s Registration Statement on Form
S-1/A (No.&nbsp;333-91839))</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.3</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
LendingTree&#146;s Shareholder Rights Plan (incorporated by reference to
Exhibit&nbsp;4.2 to LendingTree&#146;s Registration Statement on Form&nbsp;S-1/A (No.
333-91839))</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.4</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Form of certificate representing shares of common stock of LendingTree,
Inc. (incorporated by reference to LendingTree&#146;s Registration Statement on
Form&nbsp;S-1/A (Registration No.&nbsp;333-91839))</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.5</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
LendingTree, Inc. Employee Stock Purchase Plan (incorporated by
reference to Exhibit&nbsp;10.1 to LendingTree&#146;s Quarterly Report on Form&nbsp;10-Q
for the period ending September&nbsp;30, 2001)</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">5</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Opinion of Kennedy Covington Lobdell &#038; Hickman, L.L.P. as to the legality
of the securities being registered *</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of PricewaterhouseCoopers, LLP *</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of Kennedy Covington Lobdell &#038; Hickman, L.L.P. (included in
Exhibit&nbsp;5 hereto)</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">24</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Power of Attorney (contained on signature page)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">*</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Filed herewith.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
</BODY>
</HTML>
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LendingTree, Inc.
As filed with the Securities
and Exchange Commission on August 30, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LENDINGTREE, INC.
(Exact name of registrant as specified in its charter)
Delaware
25-1795344
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
11115 Rushmore Drive
Charlotte, North Carolina
28277
(Address of principal executive offices)
(Zip code)
LENDINGTREE, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Douglas R. Lebda
Chief Executive Officer
LendingTree, Inc.
11115 Rushmore Drive
Charlotte, North Carolina 28277
(704) 541-5351
(Name, address and telephone number, including area code, of agent for service)
with copies to:
Sean M. Jones
Kennedy Covington Lobdell & Hickman, L.L.P.
100 North Tryon Street
Suite 4200
Charlotte, North Carolina 28202
(704) 331-7400
Robert J. Flemma, Jr.
General Counsel
LendingTree, Inc.
11115 Rushmore Drive
Charlotte, North Carolina 28277
(704) 541-5351
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities
Amount to be
Offering Price
Aggregate
Amount of
to be Registered
(1)
Registered
Per Share
Offering Price
Registration Fee
Common Stock, par
value $0.01 per
share
108,115
(2)
$
14.20
$
1,535,233
$
142.00
(2),(4)
Common Stock, par
value $0.01 per
share
491,885
(3)
$
14.20
$
6,984,767
$
643.00
(3),(4)
(1)
The provisions of Rule 416 under the Securities Act of 1933 shall apply
to this Registration Statement and this Registration Statement shall also
cover any additional shares that may hereafter become issuable as a result
of the adjustment provisions in the LendingTree, Inc. Employee Stock
Purchase Plan (the "Plan"). The common stock includes the associated
rights to purchase our series A junior participating preferred stock that
are attached to and trade with the shares of the common stock.
(2)
Represents shares issued pursuant to the Plan. The related filing fee is
calculated pursuant to Rule 457(c) and (h)(3) under the Securities Act of
1933 and is based on the average of the high and low sale price of our
common stock on the Nasdaq National Market on August 26, 2002.
(3)
Represents shares issuable pursuant to the LendingTree, Inc. Employee
Stock Purchase Plan. The related filing fee is calculated pursuant to
Rule 457(c) and (h)(1) and is based on the average of the high and low
sale price of our common stock on the Nasdaq National Market on August 26,
2002.
(4)
Any value attributable to the rights to purchase our series A junior
participating preferred stock that are attached to and trade with shares
of our common stock is reflected in the market price of the common stock.
Accordingly, no separate filing fee is being paid with respect to such
rights.
EXPLANATORY NOTES
LendingTree, Inc. ("LendingTree" or the "Company") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under
the Securities Act of 1933 (the "Securities Act") to register up to 600,000
shares of common stock, par value $0.01 per share, of the Company, issued or
issuable pursuant to the Plan. The shares registered hereby are in addition to
the 444,500 shares of our common stock issuable under the Plan registered
pursuant to the Registration Statement on Form S-8/S-3 (registration no.
333-40588) filed with the Securities Exchange Commission on June 30, 2000.
This Form S-8 also includes a reoffer prospectus prepared in accordance
with General Instruction C of Form S-8 and in accordance with the requirements
of Part I of Form S-3. This reoffer prospectus may be used for reofferings and
resales on a continuous or delayed basis in the future of up to an aggregate of
108,115 shares of common stock that constitute "restricted securities" that
have been issued prior to the filing of this registration statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Company will send the documents containing the information specified
in Part I of Form S-8 to employees as specified by Rule 428(b)(1) under the
Securities Act. Pursuant to the instructions to Form S-8, the Company is not
required to file these documents either as part of this Registration Statement
or as prospectuses or prospectus supplements under Rule 424 under the
Securities Act.
REOFFER PROSPECTUS
108,115 SHARES OF COMMON STOCK
OF LENDINGTREE, INC.
This reoffer prospectus relates to the reoffer and potential resale by the
holders of 108,115 shares of common stock of LendingTree, Inc. ("LendingTree"
or the "Company") that were issued to them under the LendingTree, Inc. Employee
Stock Purchase Plan (the "Plan") pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the "Securities Act"). All of
the shares of our common stock covered by this reoffer prospectus may be
offered by the selling stockholders on a delayed or continuous basis.
LendingTree will not receive any proceeds from the offering. We will bear
the costs relating to the registration of the shares being offered by this
reoffer prospectus, other than brokerage commissions, discounts or other
similar expenses relating to the sale of the shares of common stock.
The price at which the selling stockholders may sell the shares of common
stock being offered by this prospectus will be determined by reference to the
prevailing market price for the shares or in negotiated transactions.
Our common stock is traded on the Nasdaq National Market under the symbol
"TREE." On August 26, 2002, the last reported sale price for our common stock
on the Nasdaq National Market was $13.93 per share.
Investing in our common stock involves a high degree of risk. For more
information, please see "Risk Factors" beginning on page 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense
.
The shares of common stock offered hereby are not savings accounts,
deposits or other obligations of a bank and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency and involves
investment risks.
The date of this reoffer prospectus is August 29, 2002.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
2
WHERE YOU CAN FIND MORE INFORMATION
2
THE COMPANY
4
RISK FACTORS
5
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
17
USE OF PROCEEDS
18
SELLING STOCKHOLDERS
18
PLAN OF DISTRIBUTION
20
ABOUT THIS PROSPECTUS
You should rely only on the information contained in or incorporated by
reference in this reoffer prospectus and in any accompanying prospectus
supplement. No one has been authorized to provide you with different
information. Neither we nor the selling stockholders are making an offer to
sell these securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information in this reoffer
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front cover of the documents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document that we file at the SEC's public reference rooms in
Washington, D.C., New York, New York, and Chicago, Illinois. The SEC's public
reference room in Washington, D.C. is located at 450 Fifth Street, N.W.,
Washington, D.C. The SEC's public reference rooms at its regional offices are
located at 233 Broadway, New York, NY, 10013 and Northwest Atrium Center, 500
West Madison Street, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov. or at the Company's web site at http://www.lendingtree.com.
Our common stock is quoted on the Nasdaq National Market. Reports, proxy
and information statements, and other information concerning our company may be
inspected at the offices of the Nasdaq Stock Market, Inc. at 1735 K Street, NW,
Washington, D.C. 20006.
This reoffer prospectus constitutes part of a Registration Statement on
Form S-8 filed by us with the SEC under the Securities Act of 1933. This
reoffer prospectus does not contain all of the information contained in the
registration statement and reference is hereby made to the registration
statement and related exhibits for information with respect to our Company and
the securities offered hereby. Any statements contained herein covering the
provisions of any document are not necessarily complete, and, in such instance,
reference is made to the copy of such document filed as an exhibit to the
registration statement or otherwise filed with the SEC.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede previously filed
information, including information contained in this prospectus.
2
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:
•
Our Annual Report on Form 10-K for the year ended December
31, 2001.
•
Our Quarterly Reports on Form 10-Q for the periods ended
March 31, 2002 and June 30, 2002.
•
Our Current Reports on Form 8-K dated March 28, 2002, April
16, 2002, April 24, 2002 and August 14, 2002.
•
Our Registration Statement on Form 8-A filed on January 28,
2000, as updated by the "Description of Capital Stock" contained in
our Registration Statement on Form S-3 (Registration No. 333-60688).
We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, including exhibits to
these documents. You should direct any requests for documents to Investor
Relations, LendingTree, Inc. 11115 Rushmore Drive, Charlotte, NC 28277. Our
telephone number is (704) 541-5351, and our facsimile number is 704-541-1824.
You should rely only on the information that is contained or incorporated
by reference in this prospectus or any supplement. You should consider any
statement contained in a document incorporated or considered incorporated by
reference into this prospectus to be modified or superseded to the extent that
a statement contained in this prospectus, or in any subsequently filed document
that is also incorporated or deemed to be incorporated or reference into this
prospectus, modifies or conflicts with the earlier statement. You should not
consider any statement modified or superseded, except as so modified or
superseded, to constitute a part of this prospectus. The information on our
website and any other website referred to in this prospectus is not part of
this prospectus.
3
THE COMPANY
We are an online exchange connecting consumers with lenders, real estate
agents or other service providers. We attract consumers to our Website at
through various forms of offline and online advertising and arrangements with
other online businesses. Our exchange is designed to empower consumers,
lenders and real estate agents with convenience, choice and value. Our
technology platform, Lend-XSM, is the technology that powers our Internet based
exchange.
Once on our Lending Exchange, consumers begin the process by completing a
simple online credit request, or a qualification form. After the consumer
completes the qualification form, our Lend-X technology automatically retrieves
the credit score for the particular consumer. The consumers' data and credit
score are then automatically compared to the underwriting criteria of the more
than 170 banks, lenders and loan brokers (which we refer to as "lenders")
participating on our Lending Exchange. Qualified consumers can receive
multiple loan offers online in response to a single credit request and then
compare, review and accept the offer that best suits their needs. Lenders can
generate new business that meets their specific underwriting criteria at a
lower cost of acquisition than traditional marketing channels. Our Lending
Exchange encompasses most consumer credit categories, including mortgages, home
equity loans, automobile loans, credit cards, and personal loans.
Through our Realty Services Exchange we enable consumers to complete one
simple form describing their realty needs and then choose a real estate
professional in their local area. Our Realty Services Exchange is made up of
approximately 6,500 real estate professionals who represent 650 real estate
companies nationwide. We also provide access, through our Website, to other
services related to owning, maintaining and buying and selling a home.
We earn revenue from the lenders participating in our network that pay us
fees for qualification forms that meet their underwriting criteria and are
transmitted to them (which we refer to as "transmit fees"). Since a
qualification form can be transmitted to more than one lender, we may generate
multiple transmit fees for the same form. We also earn revenue for loans that
the lenders on our network close with consumers that we transmitted to them
(which we refer to as "closed-loan fees"). Additionally, in most states, real
estate brokers participating in our network pay us a fee when consumers'
requests that we transmit to them result in a purchase or sale of a home. We
refer to the aggregate of these fees as our Exchange revenue.
We also license and host our Lend-X technology platform for use by other
businesses. This enables these businesses to create their own customized
co-branded or private-labeled lending exchanges. These exchanges, powered by
Lend-X, may be single lender or multi-lender marketplaces or may provide access
to the LendingTree exchange with more than 170 participating lenders. Through
these Lend-X relationships, we can earn revenue both from technology fees
related to customizing, licensing and hosting the third party exchange, as well
as from transactional fees resulting from the volume processed through such
exchanges.
LendingTree, Inc. was incorporated in the State of Delaware on June 7,
1996 and commenced nationwide operations on July 1, 1998. Our mailing address
is 11115 Rushmore Drive, Charlotte, North Carolina 28277 and our telephone
number is (704) 541-5351.
4
RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should consider carefully the following information about these risks, together
with the other information contained and incorporated by reference in this
prospectus, before you decide to invest in our common stock. If any of the
following risks actually occur, our business, financial condition or results of
operations could suffer. In this case, the market price of our common stock
could decline, and you may lose all or part of your investment.
Risks Related to Our Financial Condition
Our limited operating history makes our business and prospects difficult
to evaluate.
We have a limited operating history. We were formed in 1996 and began
serving consumers across the United States in July 1998. There is no
significant historical basis to assess how we will respond to competitive,
economic or technological challenges. Our business and prospects must be
considered in light of the risks and uncertainties frequently encountered by
companies in the early stages of development, particularly companies like ours
that operate in new and rapidly developing online marketplaces. Our failure to
address these risks and uncertainties could materially impact our results of
operations and financial condition.
We have a history of losses.
We have never been profitable. We incurred losses from operations of
approximately $27.8 million in 2001 and $1.4 million for the six month period
ending June 30, 2002. As of June 30, 2002 we had an accumulated net deficit of
approximately $1.7 million. Based on our operating plans and primarily as a
result of revenue growth, we believe we will be able to achieve positive net
income in 2002. If our revenue grows at a slower rate than we anticipate, or
if our spending levels exceed our expectations or cannot be adjusted to reflect
slower revenue growth, we may not achieve or sustain profitability.
The long-term viability of our business model is unproven and could fail
.
The long-term viability of our business model and profit potential are
unproven and no assurances can be made that we will be able to achieve or
sustain profitability. Our revenue model depends heavily on revenue generated
from lenders participating in our network who pay us fees based upon their
receipt of credit requests (which we refer to as transmission fees) and fees
based upon loan closings (which we refer to as closed-loan fees). We also
license our Lend-X technology to other companies who can create single and
multi-lender online marketplaces. We have rapidly achieved broad market
acceptance of our service by both lenders and consumers who have traditionally
used other means to loan and borrow money. However, to achieve and maintain
profitability, we must maintain this broad market acceptance. In addition,
although we have attracted a sufficient number of consumers with credit
profiles targeted by our lenders and the revenue per consumer has exceeded the
cost of attracting the consumer, there is no guarantee that we will continue to
be able to attract sufficient customers or that the revenue per customer will
exceed the costs of attracting the customer. We cannot accurately predict
what, if any, changes we would make to our business model in response to any
uncertainties in the online lending market.
5
The estimates we use in preparing our financial statements are subject to
management judgment. Actual results may vary from those estimates.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
judgments that effect the reported amounts of our assets, liabilities, revenues
and expenses. We base our estimates and judgments on historical experience and
on various other assumptions that we believe are reasonable under the
circumstances. We evaluate our estimates and refine our judgments on an
ongoing basis as actual results and experiences develop. Actual results could
differ from our estimates. To the extent that actual results differ from our
estimates, our financial condition and result of operations could be materially
and adversely effected.
Our operating results may be negatively impacted by fluctuations in
interest rates.
Although we have historically demonstrated growth during periods of both
rising and falling interest rates, our future operating results may be
negatively impacted by fluctuations in key interest rates.
During 2001, revenue earned from mortgages (which has traditionally been a
market segment that is greatly impacted by changes in interest rates)
represented approximately 40% of our total revenue. While interest rates
during this period were generally falling, our business continued to show
increases in website traffic, transmitted qualification forms for mortgages and
revenue from closed-loan fees from mortgages.
Conversely, during 1999 and through the middle of 2000, interest rates
were generally increasing and our business nonetheless continued to show
increases in website traffic, transmitted qualification forms and revenue from
closed-loan fees. However, there can be no assurances that during future
periods of rising interest rates we will not experience a decline in consumer
traffic to our website due to shrinking credit demand. Conversely, during
periods of increased credit demand (which are typically associated with falling
interest rates) lenders may have less incentive to use our marketplace because
of the increased volume of loan requests from their traditional channels.
Either of these events could negatively affect our results of operations and we
cannot assess the effects of interest rates on our business over a broad range
of interest rate environments.
Our quarterly operating results are not an indication of our future
results.
Our quarterly operating results may fluctuate significantly in the future
due to a variety of factors that affect our revenue or expenses in any
particular quarter. Our quarterly results will fluctuate in part based on the
demand for and supply of consumer loans, which are a function of seasonal and
other fluctuations in interest rates and related economic factors, all of which
are outside of our control. These temporary fluctuations could adversely
affect our business. If revenue falls below our expectations in any quarter
and we are unable to quickly reduce our spending in response, our operating
results would be lower than expected.
In addition, we expect that as our business matures we will experience
seasonal fluctuations in our operating results due to fluctuations in consumer
credit markets during the year and from year to year. For example, home buying
behavior is seasonal. Typically there are a greater number of mortgage
closings in the second and third quarters of a year as compared to the first
and fourth quarters. Because of our limited operating history, it has not been
possible for us to assess the impact of seasonality on our business.
6
We may not be able to achieve our projected financial and operating
results, which could cause a decline in our stock price.
From time to time, we publish financial and operational projections and
forecasts. These projections and forecasts are based on various assumptions
and our best and most informed estimates at the time of preparation. However,
we can offer no assurance that the assumptions and estimates will prove
accurate or that the projections and forecasts will be achieved. Additionally,
financial and operating results for future periods are never perfectly
predictable even in the most certain of economic times, and we expect to
continue to experience fluctuations in our quarterly results and in any
guidance that we provide relating to our financial and operational performance
in future periods. Failure to achieve projected or forecasted results and
fluctuations in our financial and operating results could have an adverse
impact on the market price of our common stock.
Certain of our assets are subject to encumbrances.
Important components of our intellectual property are subject to an
amended software customization, license and services agreement with the Federal
Home Loan Mortgage Corporation, or Freddie Mac. Pursuant to this agreement, a
version of our core software that was customized to operate according to
certain standards established by Freddie Mac will be released to Freddie Mac
from escrow if we fail to meet specified repayment obligations, financial
covenants or reporting requirements contained in our revolving credit facility
with Freddie Mac.
A covenant in one of our capital lease agreements requires that we
maintain a cash and cash equivalents balance of at least $3.0 million
throughout the term of the lease. If our cash balance falls below $3.0 million
at the end of a measurement period, we will be required to collateralize the
balance of the lease with cash. As of June 30, 2002, the remaining payments
under this lease were approximately $0.4 million.
We have pledged our accounts receivable as collateral to secure our
borrowings under our revolving credit agreement with GE Capital Commercial
Services.
Risks Related To Our Markets And Strategy
Our future success is dependent upon increased acceptance of the Internet
by consumers and lenders as a medium for lending
.
Increased consumer use of the Internet is subject to uncertainty. If
consumer and lender acceptance of our online exchange does not increase, our
business will not succeed. The online lending market is new and rapidly
developing. The adoption of online lending, in general, and our exchange, in
particular, requires the acceptance of a new way of conducting business,
exchanging information and applying for credit by consumers, as well as
acceptance by lenders that have historically relied upon traditional lending
methods. As a result, we cannot be sure that we will be able to compete
effectively with traditional borrowing and lending methods.
Lenders in our network are not precluded from offering consumer credit
products outside our exchange
.
If a significant number of our potential consumers are able to obtain
loans from our participating lenders without utilizing our service, our ability
to generate revenue may be limited. Because we do not have exclusive
relationships with the lenders whose loan products are offered on our online
exchange, consumers may obtain offers and loans from these lenders without
using our
7
service. Our lenders can offer their products directly to consumers
through brokers, mass marketing campaigns, or through other traditional methods
of credit distribution. These lenders can also offer their products over the
Internet without using our Lend-X technology either directly to prospective
borrowers, through one or more of our online competitors or a combination of
such methods.
If our participating lenders do not provide competitive levels of service
to consumers, our brand will be harmed and our ability to attract consumers to
our website will be limited
.
Our ability to provide a high-quality borrowing experience depends in part
on consumers receiving competitive levels of convenience, customer service,
pricing terms and responsiveness from our participating lenders. If our
participating lenders do not provide consumers with competitive levels of
convenience, customer service, pricing terms and responsiveness, the value of
our brand may be harmed, our ability to attract consumers to our website may be
limited and the number of consumers using our service may decline.
We may not be able to manage our expanding operations effectively.
We have recently experienced a period of rapid expansion. In order to
execute our business plan, we must continue to expand significantly. Our
inability to expand our operations in an efficient manner could cause our
expenses to grow disproportionately to our revenue, or revenue to decline or
grow more slowly than expected, or could otherwise have a material adverse
effect on our business and the value of your investment. Our anticipated
future growth will continue to place a significant strain on our management,
systems and resources. We will need to continue to expand and maintain close
coordination among our technical, accounting, finance and sales and marketing
departments. We may not succeed in these efforts.
If we are unable to maintain our brand recognition or high levels of
consumer satisfaction, consumer and lender demand for our services may
decrease.
If we fail to promote and maintain our brand successfully, or incur
significant expenses in promoting our brand and fail to generate a
corresponding increase in revenue as a result of our branding efforts, our
business could be materially and adversely affected. We believe we have
successfully built a recognizable brand. We believe that continuing to build
and maintain brand awareness of the LendingTree exchange and Lend-X is critical
to achieving increased demand for our service. Brand recognition is a key
differentiating factor among providers of online lending services, and we
believe it will be increasingly important as competition intensifies. In order
to increase our brand awareness, we must succeed in our marketing efforts,
provide high-quality services and increase the number of consumers using our
exchange. If visitors to our website do not perceive our existing service to
be of high quality or if we alter or modify our existing service, introduce new
services or enter into new business ventures that are not favorably received,
the value of our brand could be diluted, which could decrease the
attractiveness of our service to consumers and lenders. In addition, we
believe that consumers who have a negative experience with our website may be
reluctant to return to our website or recommend LendingTree to other potential
consumers.
Our business could suffer if we lose the services of Mr. Lebda.
If we lose the services of Douglas Lebda, our founder, Chief Executive
Officer and a director, our ability to expand our business may be compromised.
Mr. Lebda has been instrumental in determining our strategic direction and
focus and in promoting the concept of an Internet-based lending exchange for
consumers and lenders. We do not maintain key person insurance on Mr. Lebda.
8
Risks Related To The Internet And Our Technology Infrastructure
We may experience reduced visitor traffic, reduced revenue and harm to our
reputation in the event of unexpected network interruptions caused by system
failures.
Any significant failure to maintain the satisfactory performance,
reliability, security and availability of our website, filtering systems or
network infrastructure may cause significant harm to our reputation, our
ability to attract and maintain a high volume of visitors to our website, and
our ability to attract and retain participating consumers and lenders. Our
revenue depends in large part on the number of credit requests submitted by
consumers. Any system interruptions that result in the inability of consumers
to submit these credit requests, or more generally the unavailability of our
service offerings, could have an adverse impact on our revenue. If an outage
occurs, it may severely harm our reputation and our ability to offer our
services. Our computer hardware is located in leased facilities in Beltsville,
Maryland. If this location experienced a system failure, the performance of
our website would be interrupted. These systems are also vulnerable to damage
from fire, floods, power loss, telecommunications failures, acts of war or
terrorism, break-ins and similar events. Our insurance policies may not
compensate us for any losses that may occur as a result of any failures or
interruptions in our systems. Any extended period of disruptions could
materially and adversely affect our business, results of operations and
financial condition.
Breaches of our network security could subject us to increased operating
costs as well as litigation and other liabilities
.
Any penetration of our network security or other misappropriation of our
users' personal information could cause interruptions in our operations and
subject us to liability. Claims against us could also be based on other
misuses of personal information, such as for unauthorized marketing purposes.
These claims could result in litigation and financial liability. Security
breaches could also damage our reputation with our consumers, lenders, brokers
and service providers. We rely on licensed encryption and authentication
technology to effect secure transmission of confidential information. It is
possible that advances in computer capabilities, new discoveries or other
developments could result in a compromise or breach of the technology that we
use to protect consumer transaction data. We cannot guarantee that our
security measures will prevent security breaches. We may be required to expend
significant capital and other resources to protect against and remedy any
potential or existing security breaches and their consequences.
Failure to protect our intellectual property rights could impair our
ability to compete effectively.
Failure to protect our intellectual property could harm our brand and our
reputation, devalue our content in the eyes of our customers and adversely
affect our ability to compete effectively. Further, enforcing or defending our
intellectual property rights, including our service marks, patents, patent
applications, copyrights and trade secrets, could result in the expenditure of
significant financial and managerial resources. We regard our intellectual
property as important to our success. To protect the rights to our
intellectual property, we rely on a combination of patent, trademark and
copyright law, trade secret protection, confidentiality agreements, and other
contractual arrangements with our employees, affiliates, clients and others.
The protective steps we have taken may be inadequate to deter misappropriation
of our proprietary information. We may be unable to detect the unauthorized
use of, or take appropriate steps to enforce, our intellectual property rights.
We may be unable to prevent third parties from acquiring domain names that
are similar to, infringe upon or diminish the value of our trademarks and other
proprietary rights. We have obtained a U.S. patent
9
and filed a related Patent Cooperation Treaty international patent
application on our Lend-X technology and our online loan market process. While
the number of software and business method patents issued by the U.S. Patent
and Trademark Office has been growing substantially in recent years, there is
still a significant degree of uncertainty associated with these patents. It is
possible that our patent will be construed by a court of competent jurisdiction
in a very limited manner such that it offers little or no basis for us to deter
competitors from employing similar technology or processes or does not allow us
to defend against third party claims of patent infringement.
Risks Related To Legal And Regulatory Uncertainty
We may be subject to liability or legal claims relating to information
that is posted on our website or on websites linked to our website.
As an online lending exchange we may be liable as a result of information
retrieved from our website or the websites of businesses with which we maintain
relationships. We may be subject to legal claims relating to information that
is published or made available on our website and the other websites linked to
it. Our service may subject us to potential liabilities or claims resulting
from:
•
Lost or misdirected messages from our network lenders, consumers or vendors;
•
Illegal or fraudulent use of e-mail;
•
Interruptions or delays in transmission of qualification forms or lenders' offers; or
•
Failure to protect consumers' private information in a manner
consistent with our privacy policy and applicable law.
In addition, we could incur significant costs in investigating and
defending against such claims, even if we are ultimately are not found liable.
If any of these events occur, our business could be materially and adversely
affected.
Failure to comply with laws governing our services or material changes in
the regulatory environment relating to the Internet could have a material
adverse effect on our business.
The loan products and services available through our website and the real
estate agent referral and other business relationships in which we operate
essentially as a non-processing mortgage broker are subject to extensive
regulation by various federal and state governmental authorities. Because of
uncertainties as to the applicability of some of these laws and regulations to
the Internet and, more specifically, to our business, and considering our
business has evolved and expanded in a relatively short period of time, we may
not always have been, and may not always be, in compliance with applicable
federal and state laws and regulations. Failure to comply with the laws and
regulatory requirements of federal and state regulatory authorities may result
in, among other things, revocation of required licenses or registrations, loss
of approved status, termination of contracts without compensation, loss of
exempt status, indemnification liability to lenders and others doing business
with us, administrative enforcement, actions and fines, class action lawsuits,
cease and desist orders, and civil and criminal liability. The occurrence of
one or more of these events could materially and adversely affect our business
and results of operations.
10
Many states require us to obtain licenses to offer our products and we
have not obtained those licenses in every state.
Many states require licenses to solicit or broker to residents of those
states loans secured by residential mortgages and other consumer loans,
including credit card, automobile and personal loans. We are currently neither
licensed nor able to accept credit requests for all loan products in every
state. To our knowledge, we are not currently accepting credit requests for
loan products from residents of states in which we are not licensed to provide
those products (or exempt from such licensing). In many of the states in which
we are licensed, we are subject to examination by regulators. In addition, we
are required to obtain real estate broker licenses, additional mortgage broker
licenses and individual call center personnel licenses in numerous states.
Failure to obtain these licenses and approvals or a failure to comply with
statutes and regulations applicable to licensees or subsequent loss of such
licenses could prevent us from receiving fees from the real estate agent
referral and mortgage services programs we offer and may subject us to the
types of fines, forfeitures and litigation discussed above. As a computer loan
origination system or mortgage broker conducting business through the Internet,
we face an additional level of regulatory risk given that most of the laws
governing lending transactions have not been substantially revised or updated
to fully accommodate electronic commerce. Until these laws, rules and
regulations are revised to clarify their applicability to transactions
conducted through electronic commerce, any company providing loan-related
services through the Internet or other means of electronic commerce will face
compliance uncertainty. Federal law, for example, generally prohibits the
payment or receipt of referral fees in connection with residential mortgage
loan transactions. The applicability of existing or future referral fee
prohibitions to the compensation provisions of fee advertising, marketing,
distribution and cyberspace rental arrangements used by online companies like
us may have the effect of reducing the types and amounts of fees that we may
charge or pay in connection with real estate-secured products.
Because some state regulations impose filing obligations on some of our
largest stockholders and customers, we may be unable to obtain or maintain
necessary licenses in these states for reasons beyond our control if any of
these parties fail to comply with these filing obligations.
Regulations promulgated by some states may impose compliance obligations
on any person who acquires 10% or more of our common stock, including requiring
that person to periodically file financial and other personal and business
information. If any person acquires 10% or more of our common stock and
refuses or fails to comply with these requirements, we may not be able to
obtain a license and existing licensing arrangements in particular states may
be jeopardized. The inability to obtain, or the loss of, required licenses
could have a material adverse effect on our operations or financial condition.
The parties conducting business with us, such as lenders and other website
operators, similarly may be subject to federal and state regulation. These
parties act as independent contractors and not as our agents in their
solicitations and transactions with consumers. Consequently, we cannot ensure
that these entities will comply with applicable laws and regulations at all
times. Failure on the part of a lender or other website operator to comply
with these laws or regulations could result in, among other things, claims of
vicarious liability or a negative impact on our reputation. The occurrence of
one or more of these events could materially and adversely affect our business,
results of operation and financial condition.
We may not be able to satisfy state or federal net worth or bond
requirements necessary to obtain or maintain required licenses
.
Some of the licenses we seek or maintain require us to satisfy certain
minimum net worth requirements and/or post surety bonds in various amounts for
the protection of consumers. The
11
inability to satisfy such net worth requirements or obtain or maintain
required surety bonds could have a material adverse effect on our operations or
financial condition.
Regulation of the Internet is unsettled, and future regulations could
inhibit the growth of the Internet, decrease the number of visitors to our
website or otherwise materially and adversely affect our business.
Existing laws and regulations specifically regulate communications and
commerce on the Internet. Additional laws and regulations that address issues
such as user privacy, pricing, online content regulation, online real estate
referral services, taxation, and the characteristics and quality of online
products and services are under consideration by federal, state and local
governments and agencies. Several telecommunications companies have petitioned
the Federal Communications Commission to regulate Internet service providers
and online service providers in a manner similar to the regulation of long
distance telephone carriers and to impose access fees on such companies. This
regulation, if imposed, could increase the cost of transmitting data over the
Internet. Moreover, it may take years to determine the extent to which
existing laws relating to issues such as intellectual property ownership and
infringement and personal privacy are applicable to the Internet. Many of
these laws were adopted prior to the advent of the Internet and related
technologies and, as a result, do not contemplate or address the unique issues
of the Internet and related technologies. The Federal Trade Commission and
government agencies in certain states have been investigating Internet
companies regarding their use of personal information. We could incur
additional expenses if any new regulations regarding the use of personal
information are introduced or if these agencies choose to investigate our
privacy practices. Any new laws or regulations relating to the Internet, or
new application or interpretation of existing laws, could inhibit the growth of
the Internet as a medium for commerce or credit procurement which could, in
turn, decrease the demand for our service or otherwise materially and adversely
affect our business, results of operation and financial condition.
We may be limited or restricted in the way we establish and maintain our
online relationships by laws generally applicable to our business.
The Real Estate Settlement Procedures Act, or RESPA, and related
regulations generally prohibit the payment or receipt of fees or any other item
of value for the referral of a real estate-secured loan to a loan broker or
lender. RESPA and the related regulations also prohibit fee shares or splits
or unearned fees in connection with the provision of residential real estate
settlement services, including mortgage brokerage and lending services.
Notwithstanding these prohibitions, RESPA permits payments for goods or
facilities furnished or for services actually performed, so long as those
payments bear a reasonable relationship to the market value of the goods,
facilities or services provided. Failure to comply with RESPA may result in,
among other things, administrative enforcement actions, class action lawsuits,
cease and desist orders and civil and criminal liability. The mortgage and
home equity products offered through LendingTree's exchange are residential
real estate secured loans subject to these provisions of RESPA. Consequently,
our online relationships with lenders, other companies and Websites on which we
offer services are subject to RESPA's prohibitions on payment or receipt of
referral fees for referrals and for unearned fees or fee splits. We believe
that we have structured these relationships to comply with RESPA. The
applicability of RESPA's referral fee and fee splitting prohibitions to these
types of Internet-based relationships, however, is unclear and the appropriate
regulatory agency has provided limited guidance to date on the subject.
12
We may be liable for damages resulting from infringement of third parties'
intellectual property rights.
We have been, and expect to continue to be, subject to claims alleging
that we have violated a patent or infringed a copyright, trademark or other
proprietary right belonging to a third party. For example, on September 10,
2001, Block Financial Corporation ("Block") filed a complaint in the United
States District Court for the Western District of Missouri [Block Financial
Corporation v. LendingTree, Inc., Case Number 01-1007-CV-W-3] against us,
alleging that our financial card (credit card) qualification form processing
system infringes its U.S. Patent No. 6,014,645 entitled, "Real-Time Financial
Card Application System." The complaint seeks both monetary damages in the
form of a reasonable royalty and injunctive relief. On November, 19, 2001, we
filed an answer to the complaint denying infringement of the Block patent. We
also filed a counterclaim against Block seeking a declaratory judgment of
non-infringement and invalidity of the Block patent. The lawsuit is in an
early stage, and discovery is just beginning to get underway.
Any infringement claims, including the Block claim, even if not
meritorious or even if we are not found liable for infringement, could result
in the expenditure of significant financial and managerial resources on our
part, which could materially adversely affect our business, results of
operations and financial condition.
Risks Related To Our Stock Price And Corporate Control
Sales of substantial amounts of our common stock in the public market,
including shares issuable upon the conversion of our Series A Preferred Stock,
could have an adverse impact on the market price of our common stock.
The market price of our common stock could decline as a result of sales by
our existing stockholders after this offering or as a result of the perception
that these sales could occur. Substantially all of our outstanding shares of
common stock are currently eligible for resale in the public market. As of
July 31, 2002, we had 22.2 million common shares issued and outstanding. At
July 31, 2002, we also had 6.0 million shares of Series A Preferred Stock
outstanding, which were convertible into 6.6 million shares of our common stock
on such date. We have filed a registration statement registering the resale of
shares of our common stock issuable upon conversion of the Series A Preferred
Stock. The holders of the Series A Preferred Stock are entitled to receive
quarterly dividends equal to 8% per annum of the stated value per share payable
at our option (i) in cash on each quarterly dividend date or (ii) by an upward
adjustment to the stated value per share on each dividend payment date. If we
continue to pay the dividends by means of adjusting the stated value per share,
the accrued dividends will result in additional shares of common stock being
issued upon conversion of shares of Series A Preferred Stock.
At July 31, 2002, we also had outstanding options to purchase 5.9 million
shares of our common stock with a weighted average exercise price $5.61 per
share and warrants to purchase approximately 0.3 million shares of our common
stock with a weighted average exercise price $5.51 per share. Moreover, we may
issue additional shares in acquisitions and may grant additional stock options
to our employees, officers, directors and consultants under our stock option
plans and employee stock purchase plans. Any substantial sales of such shares,
including shares registered for resale upon conversion of our Series A
Preferred Stock or shares held by our affiliates, may cause our stock price to
decline.
13
Holders of our Series A Preferred Stock have greater rights and
preferences than our common stockholders.
The holders of our Series A Preferred Stock have rights and preferences
that are senior to those of our common stockholders in many significant
respects. The existence of these rights and preferences may, in a given
situation, result in a reduction in the value of our common stock. The
preferential rights afforded to the holders of our Series A Preferred Stock
include the following:
•
Dividends and Distributions.
The holders of our Series A
Preferred are entitled to receive annual dividends of 8% of the
"stated value" per share of our common stock. The stated value per
share equals $3.50 per share plus accrued and unpaid dividends. As
of July 31, 2002, the stated value was $3.79759 per share. The
dividends are payable quarterly, at our option, in cash or by
adjusting the stated value per share of our Series A Preferred Stock
unpaid. Dividends must be paid to the holders of the Series A
Preferred Stock prior and in preference to the common stock.
•
Redemption Premium
. We are required to redeem all shares of
Series A Preferred Stock that remain outstanding on March 20, 2006
at a 5% premium to the then current stated value per share. If a
significant portion of the Series A Preferred Stock remains
outstanding on March 20, 2006, all or substantially all of our
assets may be necessary to fund this redemption.
•
Conversion
. Each share of Series A Preferred Stock is
convertible into the number of shares of common stock determined by
dividing the current stated value per share plus accrued but unpaid
dividends by the conversion price. The conversion price is the
initial purchase price of $3.50 per share subject to adjustment
pursuant to the price protection provisions described below. As of
July 31, 2002, each share of Series A Preferred Stock was
convertible into 1.085 shares of common stock.
•
Price Protection
. In certain circumstances, the economic
value of the investment in our Series A Preferred Stock is protected
against future sales of common stock by us at prices below $3.50 per
share. If we sell securities at a price below $3.50 per share, the
price at which the Series A Preferred Stock converts into common
stock may be adjusted downward, which would automatically entitle
these holders to receive additional shares of common stock upon
conversion. No such protection exists with respect to our common
stock.
•
Protective Provisions.
So long as more than 1,377,143 shares
of our Series A Preferred Stock are outstanding, we are restricted
from engaging in a variety of corporate actions without the consent
of 68.5% of the shares of Series A Preferred Stock then outstanding.
These transactions include:
•
amending our certificate of incorporation or
bylaws in a manner adverse to the holders of our Series A
Preferred Stock;
•
authorizing or issuing any class or series of
capital stock ranking senior to or on parity with our Series A
Preferred Stock in any regard;
14
•
repurchasing, redeeming or paying dividends on
any equity securities, other than on our Series A Preferred
Stock and repurchases pursuant to employee benefit plans;
•
subjecting our assets to certain liens;
•
incurring any indebtedness for borrowed money in
excess of $10.0 million, other than in connection with
revolving credit facilities approved by our board of
directors;
•
issuing debt or equity that bears an interest
rate, dividend rate or yield greater than certain specified
levels.
These provisions may impede management's ability to effect certain
transactions that it believes to be in the best interest of all
stockholders.
•
Liquidation Preference.
In the event LendingTree is
liquidated or dissolves, the holders of our Series A Preferred Stock
will be entitled to receive a liquidation preference equal to 105%
of the then current stated value per share before any distributions
may be made to holders of our common stock.
•
Change in Control
. Upon a merger or change in control,
holders of our Series A Preferred Stock may have the right to
receive the greater of the liquidation preference described above or
the consideration that they would have received if they had
converted their shares of Series A Preferred Stock into common stock
immediately prior to the consummation of the merger or change in
control event. In a non-cash transaction, the holders of Series A
Preferred Stock may effectively require that the other party to such
transaction redeem the convertible preferred stock for a cash amount
equal to the liquidation preference. These provisions may inhibit
our ability to consummate a merger or change in control transaction
and will likely reduce the proceeds of any such transaction to our
common stockholders.
Any of the foregoing rights and preferences may, in a given situation,
disadvantage the holders of our common stock as compared to the holders of our
Series A Preferred Stock and may reduce the market price of our common stock.
Further, the influence of the holders of our Series A Preferred Stock may have
the effect of preventing a third party from making an acquisition proposal for
us and, consequently, may delay or hinder a future change in control.
If our common stock price drops significantly, we may be delisted from the
Nasdaq National Market, which could eliminate the trading market for our common
stock.
Our common stock is listed on the Nasdaq National Market. In order to
continue to be included on the NASDAQ National Market, a company must meet
certain maintenance criteria. While we are currently in compliance with all
such criteria, we cannot assure you that we will continue to meet these
maintenance criteria. If our common stock were to be delisted, we would be
required to meet the criteria for initial listing if we wanted to be listed on
the Nasdaq National Market again. The initial listing standards are more
stringent than the maintenance standards. Accordingly, we cannot provide
assurances that if we were delisted we would be able to have our common stock
relisted on the Nasdaq National Market. Further, if our common stock were to
be delisted, it may become more difficult for us to raise funds through the sale of our common
stock or securities convertible into our common stock.
15
It may be difficult for a third party to acquire LendingTree, which could
depress our stock price.
Delaware corporate law and our amended and restated certificate of
incorporation and by-laws contain provisions that could have the effect of
delaying, deferring or preventing a change in control of LendingTree that our
management and stockholders may consider favorable or beneficial. These
provisions could discourage proxy contests and make it more difficult for
stockholders to elect directors and take other corporate actions. These
provisions could also limit the price that investors might be willing to pay in
the future for shares of our common stock. These provisions include:
•
Authorization to issue blank check preferred stock, which is
preferred stock that can be created and issued by the board of
directors without prior stockholder approval, with rights senior to
our common stockholders;
•
A staggered board of directors, so that it could take three
successive annual meetings to replace all directors;
•
A requirement that business combinations either be approved
by 80% of our stockholders or a majority of our continuing
directors, or provide consideration to our stockholders in excess of
established amounts;
•
Prohibition of stockholder action by written consent;
•
Advance notice requirements for the submission by
stockholders of nominations for election to the board of directors
and for proposing matters that can be acted upon by stockholders at
a meeting;
•
A stockholder rights agreement that makes it more difficult
for a third party to acquire us without the support of our board of
directors and principal stockholders.
Our executive officers and directors and entities affiliated with them,
whose interests may differ from other stockholders, have the ability to
exercise significant control over us.
At July 31, 2002, our executive officers, directors and entities
affiliated with them, as a group, beneficially own approximately 40% of our
voting stock. These stockholders are able to exercise significant influence
over all matters requiring approval by our stockholders, including the election
of directors and the approval of significant corporate transactions, including
a change of control of LendingTree. The interests of these stockholders may
differ from the interests of our other stockholders.
The price of our common stock may be volatile.
Since our initial public offering in February 2000, there has been
significant volatility in the market price of our common stock. Our common
stock traded as high as $21.00 per share on February 16, 2000 and as low as
$1.781 per share on December 28, 2000. This volatility may continue in the
future. Factors such as quarterly variations in our operating results, changes
in financial estimates by securities analysts or our failure to meet our or
their projected financial and
16
operating results, litigation involving us, general trends relating to
internet companies, actions by governmental agencies, national economic and
stock market considerations as well as other events and circumstances beyond
our control could have a significant impact on the future market price of our
common stock and the relative volatility of such market price. In the past,
following periods of volatility in the market price of a company's securities,
securities class action litigation has often been instituted against that
company. If similar litigation were instituted against us, it could result in
substantial costs and a diversion of management's attention and resources,
which could have an adverse effect on our business.
Agreements with our creditors and preferred stockholders restrict our
ability to pay dividends.
We do not pay regular cash dividends on our common stock and we do not
anticipate paying such dividends in the foreseeable future. In addition, both
our revolving credit facility with GE Capital Commercial Services and the
certificate of designations, rights and preferences relating to our Series A
Preferred Stock limit our ability to pay dividends on our common stock.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This reoffer prospectus, including the documents that are incorporated by
reference, contains certain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that represent our expectations or
beliefs concerning future events or projected financial results. We intend
these statements to qualify for the safe harbor from liability established by
the Private Securities Litigation Reform Act of 1995. Words such as "expect,"
"anticipate," "project," "estimate," "intend," "believe," "plan," "predict,"
"may," "will," "should," "could" and similar expressions are used to identify
these forward-looking statements. Similarly, statements that describe our
objectives, plans or goals are forward-looking statements. Such
forward-looking statements are about matters that are inherently subject to
risks and uncertainties.
Our actual results could differ materially from the results contemplated
by the forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed under the
section captioned "Risk Factors" in this prospectus as well as those cautionary
statements and other factors set forth elsewhere herein and in the documents
incorporated herein by reference. You should consider these factors carefully
in evaluating the forward-looking statements. The forward-looking statements
included herein are made only as of the date of this prospectus and we
undertake no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances. You are cautioned not to rely on
the forward-looking statements.
17
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock being
offered hereunder by the selling stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of our common stock by certain of the selling stockholders
as of July 31, 2002 and as adjusted to reflect the assumed sale of the shares
of common stock offered hereby. Beneficial ownership of the common stock by
the selling stockholders following this offering will depend on the actual
number of shares sold by each selling stockholder. The shares of common stock
offered by this reoffer prospectus may be offered from time to time by the
selling stockholders named below. In addition, certain non-affiliates of
LendingTree who are each offering fewer than 1,000 shares pursuant to this
reoffer prospectus and, accordingly, are not required to be named in the
following table may use this reoffer prospectus for offers and sales of up to
an aggregate of 28,082 shares of common stock. Each of the selling
stockholders is currently an employee of LendingTree.
We have determined beneficial ownership in accordance with the SEC's
rules. Beneficial ownership includes voting and/or investment power with
respect to the securities held by the named individuals. Shares of common
stock subject to options that are currently exercisable or that are exercisable
within 60 days of July 31, 2002, are deemed outstanding for purposes of
computing the percentage beneficially owned by the person holding the options
but are not deemed outstanding for purposes of computing the percentage
beneficially owned by any other person. Except as otherwise noted, the persons
named have sole voting and investment power with respect to all shares shown as
beneficially owned by them. We have calculated the percentage beneficially
owned based upon the 22.2 million shares of our common stock outstanding on
July 31, 2002.
The inclusion in the table of individuals named therein shall not be
deemed to be an admission that any such individuals are "affiliates" of the
Company.
18
Shares Of Common Stock
Number of Shares
Shares of Common Stock
Beneficially Owned Before
That May be Offered
Beneficially Owned After
Any Shares Are Sold Under
Pursuant to this
All Shares Are Sold
This Prospectus
Prospectus
Under This Prospectus
Name
Number
Percent
Number
Percent
David N. Anderson
Senior Vice President of New Business Initiatives
101,245
(1)
*
6,970
94,275
(1)
*
Stephen J. Campbell
Senior Vice President and Chief
Information Officer
48,210
(2)
*
5,735
42,475
(2)
*
Lori T. Collins
Senior Vice President – Account
Management and Product Management
45,342
(3)
*
22,436
22,906
(3)
*
Eric H. Cunliffe
Senior Vice President, General Manager
of Realty Services
26,245
(4)
*
428
25,817
(4)
*
Robert J. Flemma, Jr.
Senior Vice President and General Counsel
62,200
(5)
*
12,500
49,700
(5)
*
Kimberly R. Gorsuch-Bradbury
Senior Vice President Corporate Strategy
and Development
61,526
(6)
*
21,083
40,443
(6)
*
Keith B. Hall
Senior Vice President and Chief
Financial Officer
253,266
(7)
1.1
%
5,784
247,482
(7)
1.1
%
Robert L. Harris
Senior Vice President of Marketing
36,020
(8)
*
1,730
34,290
(8)
*
Thomas J. Reddin
President and Chief Operating Officer
41,058
(9)
*
2,762
38,296
(9)
*
Richard M. Stiegler
Senior Vice President and Chief
Technology Officer
130,374
(10)
*
605
129,769
(10)
*
*
Indicates less than 1%.
(1)
Includes 90,488 shares subject to options that are currently exercisable
or will become within 60 days of July 31, 2002.
(2)
Includes 41,075 shares subject to options that are currently exercisable
or will become within 60 days of July 31, 2002.
(3)
Includes 19,050 shares subject to options that are currently exercisable
or will become within 60 days of July 31, 2002.
(4)
Includes 21,250 shares subject to options that are currently exercisable
or will become within 60 days of July 31, 2002.
(5)
Includes 37,200 shares subject to options that are currently exercisable
or will become within 60 days of July 31, 2002.
(6)
Includes 31,720 shares subject to options that are currently exercisable
or will become within 60 days of July 31, 2002.
(7)
Includes 100,605 shares subject to options that are currently exercisable
or will become within 60 days of July 31, 2002 and 31,000 shares issuable
upon conversion of Series A Preferred Stock.
(8)
Includes 21,256 shares subject to options that are currently exercisable
or will become within 60 days of July 31, 2002.
(9)
Includes 1,283 shares subject to options that are currently exercisable
or will become within 60 days of July 31, 2002.
(10)
Includes 105,049 shares subject to options that are currently exercisable
or will become within 60 days of July 31, 2002.
19
PLAN OF DISTRIBUTION
We are registering the shares of common stock covered by this prospectus
for the selling stockholders. As used in this prospectus, "selling
stockholder" includes the donees, transferees, successors-in-interest and
others who may later hold the selling stockholders' interests in the shares of
our common stock covered hereby, and such persons are entitled to resell shares
using this prospectus. We are paying the costs and fees of registering the
shares of common stock, although the selling stockholders will pay any
brokerage commissions, discounts or other similar expenses relating to the sale
of the shares of common stock. We will not receive any proceeds for the sale
of our common stock by the selling stockholders.
The selling stockholders may sell the common stock being offered hereby in
one or more of the following ways at various times:
•
on any national securities exchange or other market or
quotation system on which our common stock may be listed or quoted
at the time of sale, including the Nasdaq National Market;
•
directly to institutional investors; or
•
through agents to the public or to institutional investors.
The selling stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The selling
stockholders may sell the common stock at market prices prevailing at the time
of sale, at prices related to the prevailing market prices, or at negotiated
prices. A distribution of the common stock by some of the selling stockholders
may also be effected through the issuance by the selling stockholders or others
of derivative securities, including warrants, exchangeable securities, forward
delivery contracts and the writing of options.
In addition, the selling stockholders may sell some or all of the shares
of common stock covered by this prospectus through:
•
block trades in which a broker-dealer attempts to sell as
agent, but may position or resell a portion of the block, as
principal, in order to facilitate the transaction;
•
purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account;
•
ordinary brokerage transactions and transactions in which a
broker solicits purchasers; or
•
privately negotiated transactions.
When selling the common stock, the selling stockholders may enter into
hedging transactions. For example, the selling stockholders may:
•
enter into transactions involving short sales of the common
stock by broker-dealers;
•
sell shares of common stock short and redeliver such shares
to close out a short positions;
20
•
enter into options or other types of transactions that
require the selling stockholders to deliver common stock to a
broker-dealer, who will then resell or transfer the common stock
under this prospectus; or
•
loan or pledge the common stock to a broker-dealer, who may
sell the loaned shares or, in the event of default, sell the pledged
shares.
The selling stockholders may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
selling stockholders may allow other broker-dealers to participate in resales.
The selling stockholders and any broker-dealers involved in the sale or resale
of the common stock may qualify as "underwriters" within the meaning of the
Section 2(a)(11) of the Securities Act. In addition, the broker-dealers'
commissions, discounts or concession may qualify as underwriters' compensation
under the Securities Act.
In addition to selling shares of common stock under this prospectus, the
selling stockholders may:
•
agree to indemnify any broker-dealer or agent against
liabilities related to selling the common stock, including
liabilities arising under the Securities Act;
•
transfer shares of common stock in other ways not involving
market makers or established trading markets, including directly by
gift, distribution or other transfer;
•
sell shares of common stock under Rule 144 of the Securities
Act rather than by means of this prospectus, if the transaction
meets the requirements of Rule 144; or
•
sell shares of common stock by any other legally available
means.
To the extent required, the specific shares to be sold, the names of the
selling stockholders, the respective purchase prices and the public offering
prices, the names of any agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be set forth
in an accompany prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus forms a part.
We are not aware of any agreements, arrangements or understandings between
any of the selling stockholders and any brokers, dealers, agents or
underwriters regarding the sale of shares or our common stock by the selling
stockholders.
21
108,115 Shares
LendingTree, Inc.
Common Stock
Prospectus
August 29, 2002
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
LendingTree hereby incorporates by reference into this Registration
Statement the following documents filed with the Securities and Exchange
Commission:
(a)
LendingTree's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001;
(b)
LendingTree's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2002 and June 30, 2002;
(c)
LendingTree's Current Reports on Form 8-K dated March 28,
2002, April 16, 2002, April 24, 2002 and August 14,
2002; and
(d)
The description of LendingTree's Common Stock contained in
its Registration Statement on Form 8-A filed pursuant to Section 12
of the Exchange Act on January 28, 2000, as updated by the
"Description of Capital Stock" contained in our Registration
Statement on Form S-3 (Registration No. 333-60688).
All documents subsequently filed by LendingTree pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained 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 other subsequently filed document which is
also incorporated or 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.
Section 102 of the Delaware General Corporation Law (the "DGCL") allows a
corporation to eliminate the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or engaged in a
transaction in which the director derived an improper personal benefit.
II-1
Section 145(a) of the DGCL permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any action, suit
or proceeding (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation in such capacity for another entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if such
person had no reasonable cause to believe his conduct was unlawful.
Section 145(b) of the DGCL also permits a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person acted in any of the capacities set
forth above, against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if such person acted in accordance with the above
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the corporation unless the court determines that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification (in which case, such person
may be indemnified to the extent the court deems appropriate).
Section 145 of the DGCL also provides that, to the extent that a director
or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 145(a) or (b),
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
Section 145 also permits a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liabilities under Section 145 of the DGCL.
Section 174 of the DGCL provides, among other things, that a director who
willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of
the board of directors at the time such action occurred or immediately after
such absent director receives notice of the unlawful acts.
LendingTree's Amended and Restated Certificate of Incorporation includes a
provision that eliminates the personal liability of our directors for monetary
damages for breach of fiduciary duty as a director, except to the extent such
elimination of liability is not permitted under the DGCL. Our Amended and
Restated Certificate of Incorporation further provides for indemnification for
our officers and directors to the fullest extent permitted by law and for the
advancement of expenses incurred by such officers and directors in defending or
otherwise participating in a proceeding.
II-2
LendingTree's Amended and Restated Bylaws provide that:
•
LendingTree must indemnify its directors and officers who are
made parties to proceedings by virtue of their positions as
directors and officers and, provided that such person acted in good
faith and had no reasonable cause to believe his or her conduct was
unlawful;
•
LendingTree must advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the
fullest extent permitted by Delaware law; and
•
LendingTree may, to the extent authorized by its Board of
Directors, provide rights to indemnification and to the advancement
of expenses to its employees and agents similar to those conferred
on its directors and officers.
The indemnification provisions contained in LendingTree's Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws are not
exclusive of any other rights to which a person may be entitled by law,
agreement, vote of stockholders or disinterested directors or otherwise. In
addition, LendingTree maintains insurance on behalf of its directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or officers or arising out of such status.
The foregoing is only a general summary of certain aspects of the DGCL and
LendingTree's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws. It is qualified in its entirety by reference to the relevant
statutes and documents that contain specific provisions regarding the
circumstances under which indemnification may or must be made.
Item 7. Exemption from Registration Claimed.
The 108,115 shares of our common stock being registered for reoffer and
resale pursuant to the prospectus filed as a part of this Registration
Statement were issued by LendingTree pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as
amended. No form of general solicitation was used in connection with the
issuance of such shares and each selling stockholder had access to adequate
information before his or her purchase of shares of our common stock as a
result of prior relationships with LendingTree.
Item 8. Exhibits.
A list of exhibits is set forth on the Exhibit Index that immediately
precedes the exhibits and that is incorporated by reference herein.
Item 9. Undertakings.
LendingTree hereby undertakes:
(a)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
II-3
(i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)   To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii)   To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by LendingTree pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(b)   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(c)   To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(d)   That, for purposes of determining any liability under the Securities
Act, each filing of LendingTree'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.
(e)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of LendingTree pursuant to the foregoing provisions, or
otherwise, LendingTree 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 LendingTree of expenses incurred or paid by a director,
officer or controlling person of LendingTree 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, LendingTree,
Inc. 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 Charlotte, State of North Carolina, on
this 30th day
of August, 2002.
LENDINGTREE, INC.
By:
/s/ Douglas R. Lebda
Douglas R. Lebda
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas R. Lebda and Keith B. Hall, and
each of them, 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 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, and each of them, 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 any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This power
of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 30th day of August, 2002.
NAME
TITLE
/s/ Douglas R. Lebda
Chief Executive Officer and Director
(principal executive officer)
Douglas R. Lebda
/s/ Keith B. Hall
Senior Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
Keith B. Hall
/s/ Matthew A. Packey
Vice President and Controller
(principal accounting officer)
Matthew A. Packey
/s/ Richard Field
Director
Richard Field
/s/ Robert Kennedy
Director
Robert Kennedy
/s/ Daniel C. Lieber
Director
Daniel C. Lieber
/s/ Michael DeVico
Director
Michael DeVico
/s/ W. James Tozer, Jr.
Director
W. James Tozer, Jr.
/s/ Robert A. Spass
Director
Robert A. Spass
II-5
LENDINGTREE, INC.
EXHIBIT INDEX
Exhibit No.
Exhibit Description
4.1
Amended and Restated Articles of Incorporation of LendingTree, Inc.
(incorporated by reference to Exhibit 3.1 to LendingTree's Registration
Statement on Form S-1/A (No. 333-91839))
4.2
Amended and Restated Bylaws of LendingTree, Inc. (incorporated by
reference to Exhibit 3.2 to LendingTree's Registration Statement on Form
S-1/A (No. 333-91839))
4.3
LendingTree's Shareholder Rights Plan (incorporated by reference to
Exhibit 4.2 to LendingTree's Registration Statement on Form S-1/A (No.
333-91839))
4.4
Form of certificate representing shares of common stock of LendingTree,
Inc. (incorporated by reference to LendingTree's Registration Statement on
Form S-1/A (Registration No. 333-91839))
4.5
LendingTree, Inc. Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.1 to LendingTree's Quarterly Report on Form 10-Q
for the period ending September 30, 2001)
5
Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. as to the legality
of the securities being registered *
23.1
Consent of PricewaterhouseCoopers, LLP *
23.2
Consent of Kennedy Covington Lobdell & Hickman, L.L.P. (included in
Exhibit 5 hereto)
24
Power of Attorney (contained on signature page)
*
Filed herewith.