As filed with the Securities and Exchange Commission As Amended on March 21, 2008
Registration Statement No. 333-145045

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Yahoo! Inc.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		77-0398689 (I.R.S. Employer Identification Number)

701 First Avenue, Sunnyvale, California 94089
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Blake Jorgensen
Chief Financial Officer
Yahoo! Inc.
701 First Avenue
Sunnyvale, California 94089
Telephone: (408) 349-3300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Michael J. Callahan Executive Vice President, General Counsel and Secretary Yahoo! Inc. 701 First Avenue Sunnyvale, CA 94089 Telephone: (408) 349-3300		Thomas J. Ivey, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, California 94301 Telephone: (650) 470-4500

Approximate Date of Commencement of Proposed Sale to the Public: Not applicable.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  þ

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

DEREGISTRATION OF UNSOLD SECURITIES

     Pursuant to a Registration Statement on Form S-3 (File No. 333-145045) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2007 by Yahoo! (the “Company”) and immediately declared effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act of 1933, as amended, the Company registered the resale from time to time of 8,400,706 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share. The Shares were registered to permit resales of such Shares by selling stockholders, as named in the Registration Statement, who acquired the Shares in connection with the Company’s acquisition of Right Media Inc. on July 11, 2007.

     The Company is seeking to deregister all Shares that remain unsold under the Registration Statement as of the date hereof because its obligation to keep the Registration Statement effective pursuant to the terms of its registration rights agreement with the selling stockholders has terminated. Pursuant to the undertaking of the Company as required by Item 512(a)(3) of Regulation S-K, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister 2,747,398 Shares, this being the aggregate number of the Shares registered pursuant to the Registration Statement which would have otherwise remained available for sale under the Registration Statement as of the date hereof.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Sunnyvale, State of California, on this 21st day of March 2008.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement No. 333-145045 has been signed by the following persons, in the capacities indicated, as of March 21, 2008.

Name		Title
/s/ Jerry Yang		Chief Executive Officer and Director (principal executive officer)
Jerry Yang
/s/ Blake Jorgensen		Chief Financial Officer (principal financial officer)
Blake Jorgensen
/s/ Michael Murray		Senior Vice President, Finance and Chief Accounting Officer
Michael Murray		(principal accounting officer)
*
Roy Bostock		Chairman of the Board
*
Ronald Burkle		Director
*
Eric Hippeau		Director
*
Vyomesh Joshi		Director
*
Arthur Kern		Director
*
Robert Kotick		Director
*
Edward Kozel		Director
/s/ Mary Agnes Wilderotter
Mary Agnes Wilderotter		Director
*
Gary Wilson		Director
By /s/ Blake Jorgensen
Blake Jorgensen, Attorney In Fact