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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2008
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) |
(I.R.S. 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 |
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:
| 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)) |
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| Item 7.01 Regulation FD Disclosure. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
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| Item 7.01 | Regulation FD Disclosure. |
On
May 3, 2008, Yahoo! Inc. (the “Company”) issued a press release in response to Microsoft’s
announcement that it is withdrawing its unsolicited offer to acquire the Company.
A copy of
the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that
Section and shall not be deemed to be incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||||
| Number | Description | |||
| 99.1 | Yahoo! Inc. Press Release dated May 3, 2008. |
|||
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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.
| YAHOO! INC. (Registrant) |
||||
| By: | /s/ Michael J. Callahan | |||
| Name: | Michael J. Callahan | |||
| Date: May 5, 2008 | Title: | Executive Vice President, General Counsel and Secretary | ||
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Exhibit
99.1
YAHOO! ISSUES STATEMENT IN RESPONSE TO MICROSOFT
SUNNYVALE, Calif., May 3, 2008 — Roy Bostock, Chairman of Yahoo! Inc. (Nasdaq: YHOO), a leading
global Internet company issued the following statement today in response to Microsoft Corporation’s
announcement that it has withdrawn its proposal to acquire Yahoo!:
“We remain focused on maximizing shareholder value and pursuing strategic opportunities that
position Yahoo! for success and leadership in its markets. From the beginning of this process, our
independent board and our management have been steadfast in our belief that Microsoft’s offer
undervalued the company and we are pleased that so many of our shareholders joined us in expressing
that view. Yahoo! is profitable, growing, and executing well on its strategic plan to capture the
large opportunities in the relatively young online advertising market. Our solid results for the
first quarter of 2008 and increased full year 2008 operating cash flow outlook reflect the progress
the company is making. Today, Yahoo! has:
| • | a refined strategic focus to drive enhanced volume and yield; |
| • | reorganized to focus its efforts on its most promising products and services; |
| • | invested in innovations designed to revolutionize display advertising and |
| facilitate closing the competitive gap in search; and |
| • | enhanced expense and resource management to support improved profitability.” |
Jerry Yang, co-founder and chief executive officer, Yahoo! Inc. added, “I am incredibly proud of
the way our team has come together over the last three months. This process has underscored our
unique and valuable strategic position. With the distraction of Microsoft’s unsolicited proposal
now behind us, we will be able to focus all of our energies on executing the most important
transition in our history so that we can maximize our potential to the benefit of our shareholders,
employees, partners and users.”
About Yahoo! Inc.
Yahoo! Inc. is a leading global Internet brand and one of the most trafficked Internet destinations
worldwide. Yahoo! is focused on powering its communities of users, advertisers, publishers, and
developers by creating indispensable experiences built on trust. Yahoo! is headquartered in
Sunnyvale, California. For more information, visit pressroom.yahoo.com.
# # #
Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of Yahoo! Inc. All other
names are trademarks and/or registered trademarks of their respective owners.
Media Contacts: Tracy Schmaler Yahoo! Inc. (202) 631-9463 schmaler@yahoo-inc.com |
Diana Wong Yahoo! Inc. (408) 505-9422 dianaw@yahoo-inc.com |
|
Adam Miller The Abernathy MacGregor Group for Yahoo! Inc. (212) 371-5999 alm@abmac.com |
Investor Contact:
Marta Nichols
Yahoo! Inc.
(408) 349-3527
mnichols@yahoo-inc.com
Marta Nichols
Yahoo! Inc.
(408) 349-3527
mnichols@yahoo-inc.com