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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): February 1, 2008
Yahoo! Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-28018
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77-0398689 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
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701 First Avenue |
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Sunnyvale, California
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94089 |
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(Address of principal executive offices)
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(Zip Code) |
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 February 1, 2008, Jerry Yang, Chief Executive Officer of Yahoo! Inc. (the Company), and
Roy Bostock, the non-executive Chairman of the Board of Directors of the Company, distributed an
email to the employees of the Company discussing the unsolicited proposal announced today by
Microsoft Corporation to acquire the Company. A copy of the email to Company employees 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.
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Exhibit |
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Number |
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Description |
99.1
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Email from the Chief Executive Officer and Non-Executive Chairman
of the Board to Yahoo! Inc. Employees, dated February 1, 2008. |
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.
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YAHOO! INC.
(Registrant)
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By: |
/s/ Michael J. Callahan
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Name: |
Michael J. Callahan |
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Title: |
Executive Vice President, General Counsel
and Secretary |
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Date: February 1, 2008
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
99.1
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Email from the Chief Executive Officer and Non-Executive Chairman
of the Board to Yahoo! Inc. Employees, dated February 1, 2008. |
exv99w1
Exhibit 99.1
Subject: more on todays news...
-CONFIDENTIAL-
fellow yahoos:
since we talked to you this morning, theres been a lot of media coverage and industry chatter
about microsofts unsolicited proposal to acquire yahoo!. we know youve been hearing and reading a
lot about this. thats why we wanted to reach out to all of you at the end of the day to emphasize
a few things that we hope will give you some more context about this proposal, the process that our
board is taking, and what you can expect in the days ahead.
first, we want to emphasize that absolutely no decisions have been made and, despite what some
people have tried to suggest, theres certainly no integration process underway. this proposal is
just that a proposal. and it was only made in the last 24 hours. you can be sure the board is
going to review it thoughtfully and carefully, and do whats right for our great company.
microsofts proposal is one of many options that were evaluating in order to maximize value for
our shareholders and employees over the long-term. thats why we will respond to microsoft after
our board has completed a careful review of all of our strategic alternatives.
second, we cant let any of the noise were hearing around this situation distract us from our core
mission. its critical that we continue to focus on running our business, executing our strategy
and delivering value to all of our users, advertisers and publishers.
finally, we realize that this may have been a tough day for many of you, especially those on the
front lines of our business. we know you have many questions, and were committed to making sure
youre as informed as possible as this process moves forward. in the interim, we both want to thank
you for your continued energy, focus and determination. well continue to share information with
you as we have it and can do so.
jerry and roy bostock (our new non-executive chairman)