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 19, 2004

 

Yahoo! Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-28018

 

77-0398689

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS 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

 

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:

 

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))

 

 



 

ITEM 8.01                                         Other Events.

 

On October 19, 2004 Yahoo! Inc, a Delaware corporation, issued a press release announcing the closing of its acquisition of 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

99.01

 

Press release dated October 19, 2004.

 

 

 

 

2



 

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: October 20, 2004

By:

/s/ Michael J. Callahan

 

 

Name:

Michael J. Callahan

 

Title:

Senior Vice President, General Counsel, and
Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.01

 

Press release dated October 19, 2004.

 

4


Exhibit 99.01

 

YAHOO! AND MUSICMATCH ANNOUNCE COMPLETION OF ACQUISITION

 

Musicmatch Becomes a Wholly-Owned Subsidiary of Yahoo!

 

SUNNYVALE & SAN DIEGO, Calif. – October 19, 2004 – Yahoo! Inc. (Nasdaq: YHOO), a leading global Internet company, and Musicmatch Inc., a leading provider of personalized music software and services, today announced the completion of Yahoo!’s acquisition of Musicmatch.

 

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; and the Musicmatch Music Store, an 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.

 

The merger was completed on October 18, 2004. Musicmatch was acquired for a purchase price of approximately $160 million in cash.

 

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® Jukebox. Musicmatch also has more than 225,000 subscribers to its popular music services, which include the Musicmatch® On Demand streaming music subscription service, the easiest way to create the perfect playlist; the Musicmatch® 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 acquisition of Musicmatch, Inc.,, as well as Yahoo!’s strategic and operational plans (including without limitation as described in the quotations from management in this press release). 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 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.

 

# # #

Yahoo! and the Yahoo! logo are registered trademarks of Yahoo! Inc.

All other names are trademarks and/or registered trademarks of their respective owners.

 

For more information, please contact:

Yahoo! Media Relations

Charlene English, Yahoo! Inc., (310) 526 4340, cenglish@yahoo-inc.com

 

Yahoo! Investor Relations

Cathy Larocca, Yahoo! Inc., (408) 349 5188, cathy@yahoo-inc.com

 

Musicmatch Media Relations

Jason Klein, Musicmatch, Inc., (858) 485 4337, jklein@musicmatch.com