8-K 1 f37927e8vk.htm FORM 8-K e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2008
Yahoo! Inc.
 
(Exact name of registrant as specified in its charter)
         
Delaware   000-28018   77-0398689
 
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
     
701 First Avenue
Sunnyvale, California
   
94089
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (408) 349-3300
Not Applicable
 
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 7.01. Regulation FD Disclosure.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1


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Item 7.01.   Regulation FD Disclosure.
     On February 11, 2008, Jerry Yang, Chief Executive Officer of Yahoo! Inc. (the “Company”), distributed an email to the employees of the Company regarding the Company’s review and evaluation of the unsolicited proposal made by Microsoft Corporation to acquire the Company dated January 31, 2008.
     A copy of the email to Company employees is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits.
         
Exhibit    
Number   Description
       
 
  99.1    
Email from the Chief Executive Officer to Yahoo! Inc. Employees, dated February 11, 2008.
Forward-Looking Statements
This Current Report on Form 8-K and its exhibit contain forward-looking statements that involve risks and uncertainties concerning the Company’s expected financial performance as well as the Company’s strategic and operational plans. Actual events or results may differ materially from those described herein due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the implementation and results of the Company’s ongoing strategic initiatives; the Company’s ability to compete with new or existing competitors; reduction in spending by, or loss of, marketing services customers; the demand by customers for the Company’s premium services; acceptance by users of new products and services; risks related to joint ventures and the integration of acquisitions; risks related to the Company’s international operations; failure to manage growth and diversification; adverse results in litigation, including intellectual property infringement claims; the Company’s ability to protect its intellectual property and the value of its brands; dependence on key personnel; dependence on third parties for technology, services, content and distribution; and general economic conditions. More information about potential factors that could affect the Company’s business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, which are on file with the SEC and available at the SEC’s website at www.sec.gov. Further risks and uncertainties associated with Microsoft’s unsolicited proposal to

 


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acquire the Company include: the risk that key employees may pursue other employment opportunities due to concerns as to their employment security with the Company; the risk that the acquisition proposal will make it more difficult for the Company to execute its strategic plan and pursue other strategic opportunities; and the risk that stockholder litigation in connection with Microsoft’s unsolicited proposal may result in significant costs of defense, indemnification and liability. All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

 


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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.
         
  YAHOO! INC.
(Registrant)
 
 
  By:   /s/ Michael J. Callahan    
  Name:   Michael J. Callahan   
  Title:   Executive Vice President, General Counsel and Secretary   
 
Date: February 11, 2008

 


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EXHIBIT INDEX
         
Exhibit    
Number   Description
       
 
  99.1    
Email from the Chief Executive Officer to Yahoo! Inc. Employees, dated February 11, 2008.