-----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, Myq+xYCZm+f4YHC6BF/wPlI/e5RvH8Y2f6natt928BX1rii0OxwKegXyhr+aHqkB K3XwfSM9Q7yum+hKH277VQ== 0000891618-02-003197.txt : 20020711 0000891618-02-003197.hdr.sgml : 20020711 20020710175004 ACCESSION NUMBER: 0000891618-02-003197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020708 ITEM INFORMATION: Other events FILED AS OF DATE: 20020711 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: 02700510 BUSINESS ADDRESS: STREET 1: 2125 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 BUSINESS PHONE: 4085587400 MAIL ADDRESS: STREET 1: 2125 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 8-K 1 f82886e8vk.htm FORM 8-K eBay, Inc. Form 8-K 7-8-02
Table of Contents

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): July 8, 2002

eBay Inc.

(Exact name of registrant as specified in its charter)

         
Delaware   000-24821   77-0430924
 
 
(State or other jurisdiction of   (Commission   (I.R.S. Employer
incorporation   File Number)   Identification No.)

2145 Hamilton Avenue
San Jose, CA 95125

(Address of principal executive offices)

(408) 376-7400

(Registrant’s telephone number, including area code)

 

ITEM 5. OTHER EVENTS
SIGNATURE

Table of Contents

ITEM 5. OTHER EVENTS

         On July 8, 2002, a purported class action complaint was filed in the Court of Chancery in the State of Delaware in and for New Castle County (No. 19733) by Kathleen Rooney, an alleged stockholder of PayPal, Inc. (“PayPal”). A second purported class action complaint was filed on July 9, 2002, in the Court of Chancery in the State of Delaware in and for New Castle County (No. 19735) by Louis Crespo, an alleged stockholder of PayPal. Both complaints name as defendants PayPal and each member of its board of directors as well as eBay Inc. (“eBay”). Both complaints are purported class actions that allege, among other things, that (i) eBay controls PayPal, (ii) the defendants have breached fiduciary duties they assertedly owed to PayPal’s stockholders in connection with PayPal entering into the Agreement and Plan of Merger, dated as of July 7, 2002, with eBay and Vaquita Acquisition Corp. and (iii) the merger consideration is unfair and inadequate. The plaintiffs in each lawsuit seek, among other things, an injunction against the consummation of the merger and an award of unspecified compensatory damages. eBay believes that the lawsuits are without merit and intends to defend itself vigorously.

-2-

Table of Contents

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.

         
Date: July 10, 2002       eBay Inc.
          
        By:/s/ MICHAEL R. JACOBSON
       
              Michael R. Jacobson
              Senior Vice President, Legal Affairs,
              General Counsel and Secretary

-3- -----END PRIVACY-ENHANCED MESSAGE-----