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):  March 24, 2005

 

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)

 

(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 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))

 

 



 

ITEM 7.01              Regulation FD Disclosure.

 

On March 24, 2005 Yahoo! Inc, a Delaware corporation, issued a press release announcing the approval by its Board of Directors of a stock repurchase program, effective March 2005.  The press release is furnished as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

 

ITEM 9.01              Financial Statements and Exhibits.

 

(c)            Exhibits.

 

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

 

 

Exhibit
Number

 

Description

 

99.1

 

Press Release of Yahoo! Inc., dated March 24, 2005.

 

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: March 24, 2005

By:

/s/ Susan Decker

 

 

Name:

Susan Decker

 

Title:

Executive Vice President, Finance and
Administration, and Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Press Release of Yahoo! Inc., dated March 24, 2005.

 

4


Exhibit 99.1

 

Yahoo! Approves Stock Repurchase Program

 

SUNNYVALE, CALIF. – March 24, 2005 – Yahoo! Inc. (Nasdaq: YHOO), a leading global Internet company, today announced that its Board of Directors has approved a stock repurchase program, effective March 2005.  Under the program, Yahoo! is authorized to repurchase up to $3 billion of its outstanding shares of common stock from time to time over the next five years, depending on market conditions, share price and other factors.

 

The repurchases may be made on the open market, in block trades or otherwise and may include derivative transactions.  The program may be suspended or discontinued at any time.

 

“This stock repurchase program demonstrates the confidence we have in our company and shows our commitment to deliver long-term shareholder value,” said Terry Semel, chairman and chief executive officer, Yahoo! Inc.  “The cash productivity of our business model enables us to actively invest cash in areas that we believe will drive future value for shareholders, such as stock repurchases.”

 

The stock repurchase program will be funded using the company’s working capital.  As of December 31, 2004, the company had cash, cash equivalents and marketable securities of approximately $4.6 billion.

 

Yahoo! has completed its previous stock repurchase program.  The Board of Directors previously approved an authorization to repurchase up to $500 million of the Company’s outstanding shares of common stock in March 2001.  Pursuant to this prior authorization, the Company repurchased approximately 38 million shares of common stock for a total amount of approximately $325 million, including $165 million during the first quarter of 2005.  Additionally, Yahoo! currently has $175 million in structured stock repurchase transactions outstanding.

 

As of March 4, 2005, Yahoo! had approximately 1.4 billion common shares outstanding.

 

About Yahoo!

Yahoo! Inc. is the No. 1 Internet brand globally and the most trafficked Internet destination worldwide.  Yahoo! provides online products and services essential to consumers’ lives, and offers a full range of tools and marketing solutions for businesses to connect with Internet users around the world.  Yahoo! is headquartered in Sunnyvale, Calif.

 

# # #

 

Investor Relations Contact:

Paul Hollerbach, (408) 349 3578, paulh@yahoo-inc.com

 

Media Relations Contact:
Joanna Stevens, (408) 349 7855, joanna@yahoo-inc.com