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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): SEPTEMBER 14, 2004
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YAHOO! INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-28018 77-0398689
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
701 FIRST AVENUE, SUNNYVALE, CALIFORNIA 94089
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 349-3300
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations 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 8.01 Other Events.
On September 14, 2004 Yahoo! Inc, a Delaware corporation ("Yahoo!"),
issued a press release announcing the signing of a definitive agreement under
which Yahoo! will acquire Musicmatch, Inc. The press release is attached as an
exhibit to this Current Report on Form 8-K and is incorporated herein by
reference.
ITEM 9.01 Financial Statements and Exhibits.
The following exhibit is furnished with this report on Form 8-K:
EXHIBIT
NUMBER DESCRIPTION
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99.01 Press release dated September 14, 2004.
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.
YAHOO! INC.
Date: September 14, 2004 By: /s/ Michael J. Callahan
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Name: Michael J. Callahan
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT
NUMBER DESCRIPTION
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99.01 Press release dated September 14, 2004.
YAHOO! TO ACQUIRE MUSICMATCH
ACQUISITION FURTHERS YAHOO!'S COMMITMENT TO PROVIDING THE MOST COMPREHENSIVE
SUITE OF MUSIC SERVICES FOR CONSUMERS, MARKETERS, ARTISTS AND LABELS
SIGNIFICANTLY WIDENS LAUNCH'S LEAD AS THE #1 ONLINE MUSIC DESTINATION
SUNNYVALE, Calif. & SAN DIEGO --Sept. 14, 2004-- Yahoo! Inc. (Nasdaq:YHOO), a
leading global Internet company, and Musicmatch, Inc., a leading provider of
personalized music software and services, today announced they have signed a
definitive agreement under which Yahoo! will acquire Musicmatch for a purchase
price of approximately $160 million in cash.
"Yahoo! is committed to being a major player in digital music," said Terry
Semel, chairman and chief executive officer, Yahoo! Inc. "This combination
bolsters our strategy to capture the largest audience of consumers as they make
the shift to digital music and supports Yahoo!'s goal to give consumers the
greatest choice, control and flexibility in how they interact with their music.
This acquisition is one of several product innovations and new initiatives in
which Yahoo! will invest to build our music portfolio this year and in the
future."
Founded in 1997, Musicmatch pioneered complete digital music management
technology. Its assets include Musicmatch Jukebox software, which allows
consumers to play, burn, download, discover, and organize an entire music
collection; the online Musicmatch Radio network, which offers free and premium
streaming access to more than 900,000 songs and more than 200 pre-programmed
stations; and the Musicmatch Music Store a la carte song download service,
which offers access to more than 700,000 tracks. Most recently, the company
introduced the Musicmatch On Demand streaming music subscription service,
providing unlimited access to more than 700,000 songs from any computer as well
as legal music sharing through its innovative "Send to a Friend" feature. The
Musicmatch Jukebox is available in ten languages, including Spanish, French and
German.
The combination will substantially increase Yahoo!'s music reach from 12.9
million to an estimated 23 million listeners (Source: Nielsen//NetRatings,
August 2004). This extensive reach within an active and engaged music audience
will make Yahoo! even more compelling for advertisers and record labels.
"Our goal is to give consumers the music they want, how they want it, anywhere
they want it. We believe Musicmatch provides a great music experience that will
further extend our offerings. The combination of our strengths will help us
execute on our vision of providing music fans the best and broadest suite of
music products and services, from discovery to distribution to music
management," said David Goldberg, vice president and general manager, music,
Yahoo!. "This acquisition also gives Yahoo! a strong position in the digital
music business, in both ad-supported media, such as radio and music videos, and
on-demand distribution, with subscriptions and downloads."
Additionally, Yahoo! will gain a talented team with considerable expertise in
digital music technology, complementing the strengths of our existing team and
accelerating its future innovation capabilities.
Digital music sales are expected to grow rapidly in the near future,
particularly with the increasing availability of broadband access. Music
subscription sales are expected to grow from $113 million this year to $890
million in 2009, while digital downloads are anticipated to reach $803 million
in 2009, compared to $158 million for 2004 (Source: Jupiter Research).
"We are very pleased to be joining the Yahoo! family," said Dennis Mudd, CEO
and founder, Musicmatch, Inc. "By combining assets with LAUNCH, we believe that
Musicmatch will have an even stronger position to take advantage of the rapidly
growing digital music segment."
Upon completion of the acquisition, Musicmatch will become a wholly-owned
subsidiary of Yahoo!. The transaction is subject to customary closing
conditions, including regulatory approval. It is expected the transaction will
be completed during the fourth quarter of 2004.
About Yahoo!
Yahoo! Inc. is a leading provider of comprehensive online products and services
to consumers and businesses worldwide and is the No. 1 Internet brand globally.
Headquartered in Sunnyvale, Calif., Yahoo!'s global network includes 25 World
properties and is available in 13 languages.
About LAUNCH
LAUNCH (http://launch.yahoo.com), the music destination on Yahoo!, offers the
most comprehensive music-related content, features and information available
online. LAUNCH provides a wide selection of streaming audio, the Web's largest
collection of music videos, exclusive artist features and music news covering
all genres of music to Yahoo! visitors. Additionally, LAUNCH offers a
compelling radio experience with LAUNCHcast, which enables users to customize
their own Internet radio station or listen to dozens of pre-programmed music
channels in a variety of genres.
About Musicmatch
Musicmatch, Inc. is a leader in music software and services, helping people
find, manage, enjoy and buy music that best matches their unique tastes. The
company invented the digital jukebox concept in 1997 and since then has
registered more than 60 million users of its best-selling Musicmatch(R)
Jukebox. Musicmatch also has more than 225,000 subscribers to its popular music
services, which include the Musicmatch(R) On Demand streaming music
subscription service, the easiest way to create the perfect playlist; the
Musicmatch(R) Music Store, the easiest way to discover and buy music; and
Musicmatch Radio, featuring the world's most popular Internet radio station.
With more than 700,000 songs available in its ever-expanding catalog,
Musicmatch gives music lovers the freedom to enjoy music on their terms. For
additional information, visit www.Musicmatch.com.
This press release contains forward-looking statements that involve risks and
uncertainties concerning Yahoo!'s proposed acquisition of Musicmatch, Inc.,
Yahoo!'s expected financial performance (including without limitation as
described in the quotations from management in this press release), as well as
Yahoo!'s strategic and operational plans. Actual events or results may differ
materially from those described in this press release due to a number of risks
and uncertainties. The potential risks and uncertainties include, among others,
the possibility that the transaction will not close or that the closing may be
delayed; the reaction of customers of Yahoo! and Musicmatch to the transaction;
Yahoo!'s ability to successfully integrate Musicmatch's operations and
employees; Yahoo's ability to successfully make additional investments, product
innovations and implement other initiatives; the failure of digital and
subscription music sales and music downloads to grow as predicted; and general
economic conditions. More information about potential factors that could affect
Yahoo!'s business and financial results is included in Yahoo!'s Annual Report
on Form 10-K for the fiscal year ended December 31, 2003, and in Yahoo!'s
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004
including (without limitation) under the captions, "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," which are on file with the SEC and available at the SEC's website
at www.sec.gov.
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Contact:
Yahoo! Inc.
Charlene English, 310-526-4340 (Media Relations)
cenglish@yahoo-inc.com
Nicki Dugan, 408-349-7361 (Media Relations)
nicki@yahoo-inc.com
Paul Hollerbach, 408-349-3578 (Investor Relations)
paulh@yahoo-inc.com
Cathy La Rocca, 408-349-5188 (Investor Relations)
cathy@yahoo-inc.com
or
Bender Helper Impact PR (for Yahoo!)
Brenda Ciccone, 310-694-3315 (Media Relations)
brenda_ciccone@bhimpact.com
or
Musicmatch, Inc.
Jason Klein, 858-485-4337 (Media Relations)
jklein@musicmatch.com