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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
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Date of Report (Date of earliest event reported):
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February 6, 2008 |
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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
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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701 First Avenue
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:
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(408) 349-3300 |
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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 6, 2008, Jerry Yang, Chief Executive Officer of Yahoo! Inc. (the Company),
distributed an email to the employees of the Company encouraging employees to stay focused on
executing the Companys priorities while the Board of Directors of the Company continues its
process to review the Companys strategic alternatives in connection with the recent unsolicited
proposal made 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 |
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99.1
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Email from the Chief Executive Officer to Yahoo! Inc. Employees,
dated February 6, 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 6, 2008
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99.1
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Email from the Chief Executive Officer to Yahoo! Inc. Employees,
dated February 6, 2008. |
exv99w1
Exhibit 99.1
Subject:
Building on our strengths
yahoos
first off, I want to thank you for the great job youre doing staying focused on executing our
priorities. theres obviously been a lot of talk about yahoo! in recent days and we wont let it
distract us from pursuing our transformation strategy.
roy and I have communicated about the thorough review process our board is going through right now.
the board is focused on maximizing the value of yahoo!s tremendous assets for our shareholders.
and it is going to take the time it needs to do it right.
as weve said, no decisions have been made about microsofts proposal. our board is thoughtfully
evaluating a wide range of potential strategic alternatives in what is a complex and evolving
landscape. and weve hired top advisors to assist through the process.
whats become clear in the past few days is how much people care about this company. weve seen a
strong show of support from our users, advertisers, and publishers, reminding us how much they love
our products and services. and ive heard from many of you and from other friends and colleagues
from around silicon valley and across the globe that we need to do whats best for yahoo! and
our shareholders. i promise you that the board is going to do that.
the microsoft interest highlights the tremendous strength of the yahoo! brand and assets: our half
billion users around the world, our leading products and services, our open ad network, our
technology, and most of all, our amazingly talented people.
we have a lot to be excited about and theres more good news to come. yesterday we announced a
digital music partnership with rhapsody and our acquisition of foxytunes, maker of the popular
music toolbar plugin. today we launched zimbra 5.0, a next generation e-mail and collaboration
suite thats a great milestone in our open platform and starting point strategies. and stay tuned
for exciting announcements next week at the mobile world congress.
as we look to build on the progress weve been making, i want to make sure you all realize how
essential you are to yahoo!s success. as this process moves forward, were going to keep you
informed. your hard work and strong commitment are more important now than ever before.
jerry