-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ABG/P0x7uqZ5F+ZFcem8Qu6rXsCyVTwJbeiIdHM7b3FYdWKfRYodWbZJgAVyjWLA tZ9YtkDdiGAzeXlx4hagfg== 0001299933-08-004651.txt : 20081006 0001299933-08-004651.hdr.sgml : 20081006 20081006081240 ACCESSION NUMBER: 0001299933-08-004651 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081003 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081006 DATE AS OF CHANGE: 20081006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EBAY INC CENTRAL INDEX KEY: 0001065088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770430924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24821 FILM NUMBER: 081108154 BUSINESS ADDRESS: STREET 1: 2145 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 BUSINESS PHONE: 408-376-7400 MAIL ADDRESS: STREET 1: 2145 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 8-K 1 htm_29281.htm LIVE FILING eBay Inc. (Form: 8-K)  

 


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):   October 3, 2008

eBay Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-24821 77-0430924
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2145 Hamilton Avenue, San Jose, California   95125
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (408) 376-7400

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:

[  ]  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 2.02 Results of Operations and Financial Condition.

The information in Item 2.02 of this Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), and is not to be incorporated by reference into any filing by eBay Inc. under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language contained in such filing.

On October 6, 2008, eBay Inc. (the "Company") announced certain preliminary financial results for the quarter ended September 30, 2008. A copy of the Company’s press release announcing this information and certain other information is attached as Exhibit 99.1 to this filing.

This current report contains forward-looking statements relating to the Company’s future performance. The Company’s actual results could differ materially from those predicted and reported results should not be considered as an indication of future performance. A more thorough discussion of certain factors that may affe ct eBay’s actual results is included under the captions "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in eBay’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.





Item 2.05 Costs Associated with Exit or Disposal Activities.

On October 6, 2008, eBay Inc. (the "Company") announced that it plans to implement a strategic reduction of its existing global workforce designed to simplify and streamline its organization and strengthen the overall competitiveness of its existing businesses. As a result, the Company expects to reduce the size of its global workforce by approximately 1,000 employees worldwide. The reduction is expected to be substantially completed by the end of the first quarter of 2009.

In connection with the global workforce reduction, the Company expects to incur pre-tax restructuring charges of approximately $70 million to $80 million primarily for employee related costs. The Company expects $60 million to $70 million of these charges to be recorded in the fourth quarter of 2008. Substantially all of these charges will result in cash expenditures. A copy of the Company’s press release announcing this information and certain other information is attached as Exhibit 99.1 to this filing.





Item 8.01 Other Events.

On October 6, 2008, eBay Inc. (the "Company") issued a press release indicating that it had agreed to acquire Bill Me Later, Inc., a leading provider of online credit, and had acquired Den Blå Avis and BilBasen, providers of leading online classifieds sites in Denmark. A copy of the Company’s press release announcing these acquisitions and certain other information is attached as Exhibit 99.1 to this filing. For more information on the Company’s agreement to acquire Bill Me Later, Inc., please refer to the copy of the Company’s press release attached as Exhibit 99.2 to this filing. For more information on the Company’s acquisition of Den Blå Avis and BilBasen, please refer to the copy of the Company’s press release attached as Exhibit 99.3 to this filing.





Item 9.01 Financial Statements and Exhibits.

The following exhibit is furnished with this report on Form 8-K:

Exhibit 99.1 - Press release dated October 6, 2008.
Exhibit 99.2 - Press release dated October 6, 2008.
Exhibit 99.3 - Press release dated October 6, 2008.







SIGNATURES

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.

         
    eBay Inc.
          
October 6, 2008   By:   Brian H. Levey
       
        Name: Brian H. Levey
        Title: Vice President, Deputy General Counsel, Corporate and Assistant Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated October 6, 2008
99.2
  Press Release dated October 6, 2008 regarding agreement to acquire Bill Me Later, Inc.
99.3
  Press Release dated October 6, 2008 regarding acquisition of Den Bla Avis and BilBasen
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

EXHIBIT 99.1

eBay Inc. Buys Leading Payments and Classifieds Businesses, Streamlines Existing Organization
To Improve Growth

SAN JOSE, Calif., October 6, 2008 – eBay Inc. (NASDAQ:EBAY) today announced two acquisitions that significantly extend the company’s leadership position in online payments and classifieds. In payments, the company is acquiring the U.S.-based online payments business Bill Me Later® for approximately $820 million in cash and approximately $125 million in outstanding options. In classifieds, the company has acquired Denmark’s leading online classifieds site dba.dk and vehicles site bilbasen.dk for approximately $390 million in cash.

The company also announced plans to reduce its global workforce by approximately 10 percent, affecting about 1,000 employees in addition to several hundred temporary workers and the reduction of open positions. The global reduction is intended to simplify and streamline eBay’s organization, improve the company’s cost structure and strengthen the overall competitiveness of the company’s existing businesses. The reduction is expected to result in pretax restructuring charges of approximately $70 million to $80 million, with the charges predominantly recorded in the fourth quarter of 2008.

“We are making aggressive moves to strengthen our leadership positions in e-commerce and payments to competitively position our company for long-term growth,” said John Donahoe, eBay Inc.’s president and chief executive officer. “Bill Me Later is a perfect complement to our portfolio, a company that belongs with PayPal. Together, PayPal and Bill Me Later will make online payments safer, easier and more convenient than ever.”

“Our classifieds acquisition gives us another market leadership position in Europe for this rapidly growing part of our portfolio,” Donahoe said. “We are the global leader in classifieds with top positions in Canada, Australia, Germany, Japan and the United Kingdom, and sites in more than 1,000 cities across 20 countries. The acquisition of dba.dk and bilbasen.dk gives us technology and expertise we can leverage across our classifieds portfolio to create better customer experiences.”

Commenting on the company’s workforce reduction, Donahoe said: “While never an easy decision to make, these reductions will help improve our operations and strengthen our ability to continue investing in growth.”

The company also stated it expects to hit the low end of its Q3 2008 revenue guidance and exceed GAAP and non-GAAP earnings per share guidance as issued in conjunction with its second quarter earnings release on July 16. eBay is scheduled to announce third quarter results on October 15.

More information about Bill Me Later and dba.dk and bilbasen.dk can be found in separate press releases issued by the company today.

eBay Inc. will host an investor conference call today at 5:30 a.m. PDT to discuss this announcement. A live webcast of the conference call can be accessed through the eBay Investor Relations Web site at http://investor.ebay.com. An archive of the webcast will be accessible through the same link.

About eBay Inc.

Founded in 1995, eBay Inc. connects hundreds of millions of people around the world every day, empowering them to explore new opportunities and innovate together. eBay Inc. does this by providing the Internet platforms of choice for global commerce, payments and communications. Since its inception, eBay Inc. has expanded to include some of the strongest brands in the world, including eBay, PayPal, Skype, StubHub, Shopping.com, and others. eBay Inc. is headquartered in San Jose, California.

Forward Looking Statements
This announcement contains forward-looking statements relating to the future performance of our businesses that are based on its current expectations, forecasts and assumptions. Those statements involve risks and uncertainties, and actual results may differ materially from those discussed. Factors that could cause or contribute to such differences include, but are not limited to, the receipt and timing of regulatory approval for the acquisition of Bill Me Later; the possibility that the acquisition of Bill Me Later may not close; the reaction of consumers and customers to the transactions; downturns in the financial markets and the credit industry; the future growth of Bill Me Later and Den Bla Avis and BilBasen, the reaction of competitors to the transactions, the possibility that integration following the transactions may be more difficult than expected; the timing, impact and execution of the Company’s workforce reduction plan and the extent of the employees impacted; the increasing need to grow revenues from existing users in established markets; an increasingly competitive environment for eBay’s businesses; the complexity of managing a growing company with a broad range of businesses; the company’s need to manage regulatory, tax, IP and litigation risks (including risks specific to PayPal and the financial industry); the need to upgrade technology and customer service infrastructure at reasonable cost while adding new features and maintaining site stability; foreign-exchange-rate fluctuations; changes in political, business, and economic conditions; the company’s ability to profitably expand its business model to new types of merchandise and sellers; and the impact and integration of recent and future acquisitions.

MEDIA CONTACT:
Jose Mallabo
eBay Inc.
Media hotline: 408-376-7458

INVESTOR CONTACT:
Vandana Hariharan
eBay Inc.
408-376-5877

EX-99.2 3 exhibit2.htm EX-99.2 EX-99.2

EXHIBIT 99.2

eBay Inc. Extends Leadership In Online Payments
With Acquisition of Bill Me Later

SAN JOSE, Calif. (Oct. 6, 2008) – eBay Inc. (NASDAQ: EBAY) today announced that it has reached a definitive agreement to acquire Bill Me Later, a leading provider of online transactional credit, for approximately $820 million in cash and approximately $125 million worth of outstanding options, net of option exercise proceeds. The acquisition extends the company’s leadership in e-commerce by combining Bill Me Later’s transactional credit business with the global payments platform of eBay’s PayPal business. Subject to various closing conditions, the deal is expected to be completed by year-end.

“Bill Me Later is a natural addition to our portfolio; PayPal and Bill Me Later belong together,” said John Donahoe, eBay Inc.’s president and chief executive officer. “We now have a powerful combination of the two leading, complementary online payment products, each with proven benefits for consumers and online merchants. At an attractive valuation, our investment in Bill Me Later opens significant long-term growth opportunities.”

The deal offers strong synergies within the eBay portfolio. Bill Me Later can offer its deferred payments and promotional financing service to the tens of millions of customers who use eBay and PayPal. PayPal expands its customer base to approximately 1,000 of the most popular Web sites and to the millions of online shoppers who use Bill Me Later.

“Bill Me Later is a fabulous business, and the opportunity that eBay, PayPal and Bill Me Later have together is nothing short of tremendous,” said Scott Thompson, president of PayPal, who will oversee both businesses. “By combining the best of PayPal and Bill Me Later, we can offer an even stronger service for consumers and merchants.”

Together, PayPal and Bill Me Later can better meet consumers’ needs both on and off eBay by allowing them to quickly, safely and easily purchase the items they want online and pay for them immediately or over time. With one payment relationship, retailers and eBay sellers can offer two of the Web’s most innovative payment methods, which have been proven to increase sales and deliver higher average selling prices for merchants.*

Founded in 2000 by a team of seasoned professionals in the payments industry, Bill Me Later enables online retailers to offer transactional credit to consumers at the point of sale. With its sophisticated underwriting techniques and credit decision model, Bill Me Later provides approval decisions for shoppers within seconds without requiring them to complete detailed application forms.

Bill Me Later’s credit risk modeling and analysis have consistently performed better than the consumer credit industry average. Combined with eBay’s and PayPal’s best-in-class transactional data monitoring, this expertise will bolster the company’s ability to drive down risk in the payment system and provide customers with even safer, faster ways to pay online.

“PayPal and Bill Me Later have a similar vision to dramatically streamline and improve the experience for customers shopping online,” said Gary Marino, chief executive officer of Bill Me Later. “This deal helps us to accelerate that vision by offering our products to millions of customers who already use eBay and PayPal.”

Marino will continue to run Bill Me Later as a business unit of PayPal and will report to Thompson as part of the PayPal senior executive team.

“This deal makes perfect sense. Bill Me Later has adoption among the most popular large merchants on the Web, and PayPal is the way that many small merchants and eBay sellers accept payments online,” said Bruce Cundiff, director of payments research and consulting for Javelin Strategy & Research. “Together, they can extend the presence of the two brands and offer even more choice for consumers when they shop online.”

Transaction and Financial Information

eBay will acquire all of the outstanding shares of capital stock and warrants to purchase capital stock of privately-held Bill Me Later for approximately $820 million.  In addition, at closing eBay will assume all outstanding Bill Me Later employee options which have a current value of approximately $125 million, net of option exercise proceeds. eBay plans to finance the acquisition and receivables with a combination of cash and available financing resources including eBay’s existing line of credit. The acquisition is subject to various customary closing conditions and is expected to close in the fourth quarter of 2008.

eBay anticipates that Bill Me Later will generate an estimated $150 million in revenue in 2009. For the fourth quarter of 2008, eBay expects the acquisition to be dilutive to non-GAAP and GAAP earnings per share by $0.03 and $0.05, respectively.  For the full year 2009, eBay expects the transaction to be dilutive to non-GAAP and GAAP earnings per share by $0.06 and $0.13, respectively. eBay expects the deal to be accretive in 2011.

eBay Inc. will host an investor conference call today at 5:30 a.m. PDT to discuss this announcement. A live webcast of the conference call can be accessed through the eBay Investor Relations Web site at http://investor.ebay.com. An archive of the webcast will be accessible through the same link.

About eBay
Founded in 1995, eBay Inc. connects hundreds of millions of people around the world every day, empowering them to explore new opportunities and innovate together. eBay Inc. does this by providing the Internet platforms of choice for global commerce, payments and communications. Since its inception, eBay Inc. has expanded to include some of the strongest brands in the world, including eBay, PayPal, Skype, StubHub, Shopping.com, and others. eBay Inc. is headquartered in San Jose, Calif.

About PayPal
PayPal is the faster, safer way to pay and get paid online. The service allows anyone to pay without sharing financial information and gives consumers the flexibility to pay in any way they prefer, including through credit cards, bank accounts or account balances. With more than 62 million active accounts in 190 markets and 19 currencies around the world, PayPal enables global ecommerce. PayPal is an eBay company. More information about the company can be found at https://www.paypal.com.

About Bill Me Later, Inc.
Bill Me Later, Inc. is a leader in the digital payments industry with its popular Bill Me Later® product and flexible financing programs. The rapidly growing Bill Me Later network enables top-tier retailers and travel providers to offer an effortless payment experience to high value customers. In the small business sector, Bill Me Later, Inc. is pioneering payments with the Bill Me Later® Business service tailored specifically for the small business buyer. The Bill Me Later, Inc. network includes hundreds of top-tier merchants including AirTran, Apple, Borders, Bluefly, Continental Airlines, eLUXURY, Fujitsu, JetBlue, Toshiba, Toys “R” Us, US Airways, Walmart.com and Zappos. Millions of consumers rely on the safety and convenience of Bill Me Later’s payment solutions when shopping online, via phone and in-store. Founded in 2000, Bill Me Later, Inc. is a privately held company headquartered in Timonium, Md. with additional office locations in Hunt Valley, Md. and San Francisco. For more information, visit www.billmelater.com.

Forward Looking Statements
This announcement contains forward-looking statements relating to eBay’s future performance that are based on its current expectations, forecasts and assumptions. Those statements involve risks and uncertainties, and actual results may differ materially from those discussed. Factors that could cause or contribute to such differences include, but are not limited to, the receipt and timing of regulatory approval for the transaction; the possibility that the transaction may not close; the reaction of consumers and Bill Me Later’s customers; downturns in the financial markets and the credit industry; the future growth of Bill Me Later; the reaction of competitors to the transaction; the possibility that integration following the transaction may be more difficult than expected; the increasing need to grow revenues from existing users in established markets; an increasingly competitive environment for eBay’s businesses; the complexity of managing a growing company with a broad range of businesses; the company’s need to manage regulatory, tax, IP and litigation risks (including risks specific to PayPal and the financial industry); the need to upgrade technology and customer service infrastructure at reasonable cost while adding new features and maintaining site stability; foreign-exchange-rate fluctuations; changes in political, business, and economic conditions; the company’s ability to profitably expand its business model to new types of merchandise and sellers; and the impact and integration of recent and future acquisitions. 

More information about factors that could affect eBay’s operating results can be found in the company’s most recent annual report on its Form 10-K and its subsequent quarterly reports on Form 10-Q (available at http://investor.ebay.com). All forward-looking statements are based on information available to eBay on the date hereof, and eBay assumes no obligation to update such statements.

* Bill Me Later consumers have 28-46 percent higher repeat usage than other payment offerings, according to Javelin Strategy & Research (2006). Merchants offering promotional financing with buyer credit on eBay saw an increase in average selling prices ranging from 50-250 percent depending on the type of promotion they offered (eBay study, 2006). A study conducted by Northstar Research Partners commissioned by PayPal showed that 56 percent of users are likely to purchase from a retail site if a deferred payment option is available.

###

Media Contacts
Sara Gorman
PayPal Inc.
408-204-9015
sgorman@paypal.com

Sara Parker
Bill Me Later
443-921-1820
sara.parker@billmelater.com

Investor Contact
Tracey Ford
eBay Inc.
408-967-
tford@ebay.com

EX-99.3 4 exhibit3.htm EX-99.3 EX-99.3

Exhibit 99.3

For Immediate Release

eBay Acquires Leading Classifieds Sites in Denmark

Addition of Den Bla Avis and BilBasen strengthen eBay’s multi-brand portfolio of online
classifieds businesses

San Jose, Calif., October 6, 2008 – eBay Inc. (Nasdaq: EBAY) today announced it has acquired Den Bla Avis and BilBasen, providers of leading online classifieds sites in Denmark for a purchase price of approximately $390 million (approximately 2.1 billion Danish Kroner). The addition of Den Bla Avis (dba.dk) and BilBasen (bilbasen.dk) to eBay’s global classifieds portfolio positions the company as a leader in the online classifieds market in Denmark and further strengthens the company’s world-leading portfolio of online classifieds sites that already includes Marktplaats, Kijiji, LoQUo, Gumtree and mobile.de. eBay’s online classifieds business now has a presence in more than 20 countries and 1,000 cities.

“Classifieds are the preferred e-commerce format in Denmark and represent an attractive and growing market,” said Jacob Aqraou, general manager, eBay global classifieds business unit. “With more than 25 years of classifieds success in Denmark, Den Bla Avis and BilBasen are household names with Danish consumers and we’re very excited to welcome them and all of their employees to the eBay global classifieds portfolio.”

Aqraou continued, “The Den Bla Avis and BilBasen corporate cultures and approach to the user experience are a great fit within eBay’s overall Marketplaces business, which provides anyone, anywhere the e-commerce platform of their choice. We are committed to providing the ideal classifieds platform for Danish consumers to connect locally.”

According to research and consulting firm Classifieds Intelligence, the worldwide classified ads industry tops $100 billion in all forms. With the continued migration of print classifieds to online, eBay is capitalizing on the market dynamics with an aggressive growth strategy for its global classifieds portfolio. For the second quarter of 2008, eBay’s global classifieds business reported revenue growth of 65 percent over the same period last year and averaged 81 million unique visitors per month, representing an increase of 121 percent year-over-year.

Larry Illg, general manager with eBay global classifieds, will head eBay’s business in Denmark and will lead the integration of Den Bla Avis and BilBasen into the global classifieds portfolio. eBay plans to use its experience in building online communities around the world to grow user traffic to dba.dk and bilbasen.dk. Den Bla Avis and BilBasen will maintain offices in Aarhus and Copenhagen, Denmark.

eBay Inc. will host an investor conference call today at 5:30 a.m. PDT to discuss this announcement. A live webcast of the conference call can be accessed through the eBay Investor Relations Web site at http://investor.ebay.com. An archive of the webcast will be accessible through the same link.

About Den Bla Avis and BilBasen
Den Bla Avis and BilBasen are leading classifieds businesses in Denmark and operate dba.dk, an online classifieds site that generates more than 120 million page views per month, and bilbasen.dk, an online vehicle classifieds site that generates 66 million page views per month. Founded as printed classified advertising circulars, Den Bla Avis and BilBasen have successfully made the transition to fast-growing, profitable online businesses while maintaining the publication of its circulars. Den Bla Avis and BilBasen have offices in Aarhus and Copenhagen, Denmark.

About eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of people around the world every day, empowering them to explore new opportunities and innovate together. eBay Inc. does this by providing the Internet platforms of choice for global commerce, payments and communications. Since its inception, eBay Inc. has expanded to include some of the strongest brands in the world, including eBay, PayPal, Skype, Shopping.com, and others. eBay Inc. is headquartered in San Jose, California.

Forward-Looking Statements
This announcement contains forward-looking statements, including statements regarding eBay, Den Bla Avis, BilBasen and the expected impact of eBay’s acquisition of Den Bla Avis and BilBasen on eBay’s financial guidance. Those statements involve risks and uncertainties, and actual results could differ materially from those discussed. Factors that could cause or contribute to such differences include, but are not limited to, risks associated with the reaction of competitors to the transaction and the possibility that the expected benefits of the acquisition of Den Bla Avis and BilBasen may not materialize to the extent expected or at all. More information about potential factors that could impact eBay’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 eBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 which are on file with the U.S. Securities and Exchange Commission (the “SEC”) and available at the SEC’s website at www.sec.gov. All forward-looking statements are based on information available to eBay on the date hereof, and eBay assumes no obligation to update such statements.

# # #

MEDIA CONTACT:
Jose Mallabo
eBay Inc.
Media hotline: 408-376-7458

INVESTOR CONTACT:
Vandana Hariharan
eBay Inc.
408-376-5877

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