Prospectus KAYAK SOFTWARE - 3-4-2013

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					                                      UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                                                    Washington, DC 20549


                                                                        FORM 8-K

                                                                     CURRENT REPORT
                              Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
                                       Date of Report (Date of earliest event reported): March 4, 2013



                                    KAYAK Software Corporation
                                                    (Exact name of registrant as specified in its charter)



                    Delaware                                                     001- 35604                                           54-2139807
             (State or other jurisdiction                                        (Commission                                          (IRS Employer
                  of incorporation)                                              File Number)                                        Identification No.)


                     55 North Water Street, Suite 1
                          Norwalk, CT 06854                                                                              06854
                      (Address of principal executive offices)                                                          (Zip Code)

                                            Registrant’s telephone number, including area code: (203) 899-3100

                                                        (Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07     Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders of KAYAK Software Corporation (“KAYAK”) was held on March 4, 2013 (the “Special Meeting”).
KAYAK’s stockholders voted on the following two proposals (described in detail in KAYAK’s and priceline.com Incorporated’s
(“priceline.com”) definitive proxy statement/prospectus filed in connection with the proposed merger with the Securities and Exchange
Commission (the “SEC”) on February 1, 2013, and first mailed to KAYAK’s stockholders on or about February 1, 2013) at the Special
Meeting and cast their votes as follows:

Proposal No. 1           To adopt the Agreement and Plan of Merger, dated as of November 8, 2012, by and among KAYAK Software
                         Corporation, priceline.com Incorporated, and Produce Merger Sub, Inc., was approved as set forth below.
            For                                Against                            Abstain                              Broker Non-Votes
        301,876,374                            501,361                              30                                         0

Proposal No. 2           To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes to adopt the
                         Agreement and Plan of Merger at the time of the Special Meeting.
            For                                Against                            Abstain                              Broker Non-Votes
        301,278,400                            632,336                            467,029                                      0

Adjournment of the Special Meeting to a later time or date was not necessary because there were sufficient votes at the time of the Special
Meeting to approve the adoption of the merger agreement.

As of the close of business on January 24, 2013, the record date for the Special Meeting, KAYAK had a combined 38,698,398 shares of
Class A common stock and Class B common stock outstanding and entitled to vote at the Special Meeting. Each holder of Class A common
stock was entitled to one vote for each share of Class A common stock held of record as of the record date. Each holder of Class B common
stock was entitled to ten votes for each share of Class B common stock held of record as of the record date. Proxies representing an aggregate
of 302,377,765 votes, or approximately 96% of the eligible voting shares, were tabulated.

Item 8.01     Other Events.
On March 4, 2013, KAYAK and priceline.com issued a joint press release announcing the results of the stockholder vote at the Special
Meeting and providing information regarding the election deadline for KAYAK stockholders. The full text of the press release, a copy of which
is attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.
     (d) Exhibits.
EXHIBI
   T
NO.                                                                       DESCRIPTION

99.1             Joint Press Release, dated March 4, 2013, of KAYAK Software Corporation and priceline.com Incorporated.

Cautionary Statement Regarding Forward Looking Statements
This communication contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These statements, as they relate to priceline.com or
KAYAK or the proposed merger and timing between priceline.com and KAYAK, involve risks and uncertainties that may cause results to
differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections, and therefore,
you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ
materially from those projected. Priceline.com and KAYAK undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise, except to the extent required by law. Forward-looking statements are not
historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial
results of the online travel industry, and other legal, regulatory and economic developments. KAYAK uses words such as “anticipates,”
“believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,”
“continue,” “guidance,” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor
provisions of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a
number of factors, including, but not limited to, those described in the documents priceline.com and KAYAK have filed with the U.S.
Securities and Exchange Commission (the “SEC”) as well as the possibility that (1) priceline.com and KAYAK may be unable to obtain
regulatory approvals required for the proposed merger or may be required to accept conditions that could reduce the anticipated benefits of the
merger as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed merger may be longer
than anticipated; (3) problems may arise in successfully integrating the businesses of priceline.com and KAYAK or such integration may be
more difficult, time-consuming or costly than expected; (4) the proposed merger may involve unexpected costs; (5) the businesses may suffer
as a result of uncertainty surrounding the proposed merger, including difficulties in maintaining relationships with customers or retaining key
employees; (6) the parties may be unable to meet expectations regarding the timing, completion and accounting and tax treatments of the
proposed merger; or (7) the industry may be subject to future risks that are described in the “Risk Factors” section in priceline.com’s Annual
Report on Form 10-K, their respective Quarterly Reports on Form 10-Q, the definitive proxy statement/prospectus referred to below and other
documents filed from time to time with the SEC by priceline.com and KAYAK. Neither priceline.com nor KAYAK gives any assurance that
either priceline.com or KAYAK will achieve its expectations.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that
affect the businesses of priceline.com and KAYAK described in the “Risk Factors” section in priceline.com’s Annual Report on Form 10-K,
their respective Quarterly Reports on Form 10-Q, the definitive proxy statement/prospectus referred to below and other documents filed by
either of them from time to time with the SEC. All forward-looking statements included in this document are based upon information available
to priceline.com and KAYAK on the date hereof, and neither priceline.com nor KAYAK assumes any obligation to update or revise any such
forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the
date hereof.
Additional Information and Where to Find It
This document relates to a proposed transaction between KAYAK and priceline.com, which is the subject of the Registration Statement and
joint proxy statement/prospectus forming a part thereof. This document is not a substitute for the Registration Statement or any other
documents that KAYAK or priceline.com may file with the SEC or send to stockholders in connection with the proposed transaction.

Investors and security holders are able to obtain free copies of the Registration Statement and all other relevant documents filed or that will be
filed with the SEC by KAYAK or priceline.com through the website maintained by the SEC at www.sec.gov.

In addition, investors and security holders may obtain free copies of the joint proxy statement/prospectus from KAYAK by contacting KAYAK
Software Corporation, 55 North Water Street, Suite 1, Norwalk, CT 06854, Attn: Corporate Secretary or by calling (203) 899-3100.
                                                                 SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                                                       KAYAK SOFTWARE CORPORATION
                                                                                                (Registrant)
Date: March 4, 2013
                                                                                              /s/ Daniel Stephen Hafner
                                                                                                     (Signature)
                                                                         Name:     Daniel Stephen Hafner
                                                                         Title:    Chief Executive Officer
                                                   EXHIBIT INDEX

EXHIBI
  T
 NO.                                                          DESCRIPTION

99.1     Joint Press Release, dated March 4, 2013, of KAYAK Software Corporation and priceline.com Incorporated.
                                                                                                                                     Exhibit 99.1

KAYAK Stockholders Approve Adoption of Merger Agreement With Priceline.com Incorporated
NORWALK, Conn., Mar 4, 2013 — KAYAK Software Corporation (NASDAQ:KYAK) (“KAYAK”) and priceline.com Incorporated
(NASDAQ:PCLN) (“priceline.com”) today announced that KAYAK stockholders voted overwhelmingly to approve the adoption of the
previously announced Agreement and Plan of Merger between KAYAK, priceline.com and Produce Merger Sub Inc., a wholly owned
subsidiary of priceline.com. Approximately 96% of the total voting power of KAYAK’s outstanding shares of Class A common stock and
Class B common stock as of the January 24, 2012, the record date for the special meeting of stockholders, voting at the special meeting of
stockholders held earlier today, were voted in favor of the adoption of the Agreement and Plan of Merger.

The closing of the merger will take place once the remaining conditions to closing (including the receipt of all required regulatory approvals)
have been satisfied. KAYAK and priceline.com will announce the closing date of the proposed merger and the election deadline for KAYAK
stockholders to specify the type of consideration they wish to receive once those dates have been set. In accordance with the merger agreement,
the election deadline will be 5:00 pm on the date that is 5 business days preceding the closing date.

KAYAK stockholders should continue to use the election form previously mailed. If a KAYAK stockholder has already submitted a properly
completed election form to the exchange agent and wishes to change the election, that stockholder may resubmit a new, properly completed
election form to the exchange agent and the previous election form will be disregarded. KAYAK stockholders who have already submitted an
election form and do not wish to make any changes do not need to take any further action and the election form already submitted to the
exchange agent will be used. KAYAK stockholders who wish to obtain a new election form should contact KAYAK’s information agent,
Georgeson, at the following address and phone number: 199 Water Street, 26 th Floor, New York, NY 10038, (888) 293-6908 (Toll Free);
Banks and Brokerage Firms please call: (212) 440-9800.

Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These statements, as they relate to priceline.com or
KAYAK, the regulatory approval process or the proposed acquisition of KAYAK by priceline.com involve risks and uncertainties that may
cause results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections,
and therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may
differ materially from those projected. Neither priceline.com nor KAYAK undertakes an obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Forward-looking statements
are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future
financial results of the online travel industry, and other legal, regulatory and
economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,”
“should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking
statements. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors,
including, but not limited to, those described in the documents priceline.com and KAYAK have filed with the U.S. Securities and Exchange
Commission (the “SEC”) as well as the possibility that (1) priceline.com and KAYAK may be unable to obtain regulatory approvals required
for the proposed transaction or may be required to accept conditions that could reduce the anticipated benefits of the merger as a condition to
obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed transaction may be longer than anticipated;
(3) problems may arise in successfully integrating the businesses of priceline.com and KAYAK or such integration may be more difficult,
time-consuming or costly than expected; (4) the proposed transaction may involve unexpected costs; (5) the businesses may suffer as a result of
uncertainty surrounding the proposed transaction, including difficulties in maintaining relationships with customers or retaining key employees;
(6) the parties may be unable to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; or
(7) the industry may be subject to future risks that are described in the “Risk Factors” section of priceline.com’s Annual Reports on Form 10-K,
priceline.com’s and KAYAK’s Quarterly Reports on Form 10-Q, the Registration Statement on Form S-4 (No. 333-185465) filed by
priceline.com in connection with the merger on February 1, 2013 (the “Registration Statement”) and other documents filed by either of them
from time to time with the SEC. Neither priceline.com nor KAYAK gives any assurance that either priceline.com or KAYAK will achieve its
expectations.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that
affect the businesses of priceline.com and KAYAK described in the “Risk Factors” section of priceline.com’s Annual Reports on Form 10-K,
priceline.com’s and KAYAK’s Quarterly Reports on Form 10-Q, the Registration Statement and other documents filed by either of them from
time to time with the SEC.

Additional Information and Where to Find It
This document relates to a proposed transaction between KAYAK and priceline.com, which is the subject of the Registration Statement and
joint proxy statement/prospectus forming a part thereof. This document is not a substitute for the Registration Statement or any other
documents that KAYAK or priceline.com may file with the SEC or send to stockholders in connection with the proposed transaction.

Investors and security holders are able to obtain free copies of the Registration Statement and all other relevant documents filed or that will be
filed with the SEC by KAYAK or priceline.com through the website maintained by the SEC at www.sec.gov.

In addition, investors and security holders may obtain free copies of the joint proxy statement/prospectus from KAYAK by contacting KAYAK
Software Corporation, 55 North Water Street, Suite 1, Norwalk, CT 06854, Attn: Corporate Secretary or by calling (203) 899-3100.

                                                                       ###

For Press Information: Brian Ek (203) 299-8167 brian.ek@priceline.com
For Investor Relations: Matthew Tynan (203) 299-8487 matt.tynan@priceline.com

				
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