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): June 12, 2008
(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 |
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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) |
Registrant’s telephone number, including area code: (408) 349-3300
(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))
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TABLE OF CONTENTS
On June 12, 2008, Yahoo! Inc. issued a press release confirming that talks with Microsoft
Corporation have concluded.
A copy of the press release is filed with this Form 8-K and attached hereto as Exhibit 99.1.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit |
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Description |
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99.1 |
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Yahoo! Inc. Press Release dated June 12, 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: June 12, 2008
EXHIBIT INDEX
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Description |
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99.1 |
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Yahoo! Inc. Press Release dated June 12, 2008. |
Exhibit
99.1
YAHOO! ANNOUNCES MICROSOFT TALKS HAVE CONCLUDED
SUNNYVALE, Calif., June 12, 2008 — Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet company,
today announced that discussions with Microsoft regarding a potential transaction — whether for an
acquisition of all of Yahoo! or a partial acquisition — have concluded. The conclusion of
discussions follows numerous meetings and conversations with Microsoft regarding a number of
transaction alternatives, including a meeting between Yahoo! and Microsoft on June 8th in which
Chairman Roy Bostock and other independent Board members from Yahoo! participated. At that
meeting, Microsoft representatives stated unequivocally that Microsoft is not interested in
pursuing an acquisition of all of Yahoo!, even at the price range it had previously suggested.
With respect to an acquisition of Yahoo!’s search business alone that Microsoft had proposed,
Yahoo!’s Board of Directors has determined, after careful evaluation, that such a transaction would
not be consistent with the company’s view of the converging search and display marketplaces, would
leave the company without an independent search business that it views as critical to its strategic
future and would not be in the best interests of Yahoo! stockholders.
Yahoo! remains focused on maximizing value for stockholders by continuing to execute on its
strategy of being the “starting point” for the most consumers on the Internet and a “must buy” for
advertisers. The online advertising industry is projected to grow from $40 billion in 2007 to
approximately $75 billion in 2010 and the company believes it has the right assets, strategic plan,
Board of Directors and management team to capitalize on this growth opportunity.
Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties
concerning Yahoo!’s projected financial performance as well as Yahoo!’s strategic and operational
plans. Actual results may differ materially from those described in this release due to a number of
risks and uncertainties. The potential risks and uncertainties include, among others, the
implementation and results of Yahoo!’s ongoing strategic initiatives; Yahoo!’s ability to compete
with new or existing competitors; reduction in spending by, or loss of, marketing services
customers; the demand by customers for Yahoo!’s premium services; acceptance by users of new
products and services; risks related to joint ventures and the integration of acquisitions; risks
related to Yahoo!’s international operations; failure to manage growth and diversification; adverse
results in litigation, including intellectual property infringement claims; Yahoo!’s ability to
protect its intellectual property and the value of its brands; dependence on key personnel;
dependence on third parties for technology, services, content and distribution; general economic
conditions and changes in economic conditions; and potential continuing uncertainty arising in
connection with the withdrawal of Microsoft’s unsolicited proposal to acquire Yahoo! and the
announced intention by a stockholder to seek control of our Board of Directors, the possibility
that Microsoft or another person may in the future make another proposal, or take other actions
which may create uncertainty for our employees, publishers, advertisers and other business
partners, and the possibility of significant costs of defense, indemnification and liability
resulting from stockholder litigation relating to the Microsoft proposal. More information about
potential factors that could affect Yahoo!’s business and financial results is included under the
captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in Yahoo!’s Annual Report on Form 10-K for the fiscal year ended December
31, 2007 and the Quarterly Report on Form 10-Q
for the quarter ended March 31, 2008, which are on file with the Securities and Exchange Commission
(“SEC”) and available at the SEC’s website at www.sec.gov. All information in this press release is
as of June 12, 2008, unless otherwise noted, and Yahoo! does not intend, and undertakes no duty, to
update or otherwise revise the information contained in this letter.
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.
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.
Contacts:
Yahoo! Inc.
Brad Williams, 408-349-7069 (Media)
bhw@yahoo-inc.com
Marta Nichols, 408-349-3527 (Investor)
mnichols@yahoo-inc.com
or
The Abernathy MacGregor Group for Yahoo! Inc.
Adam Miller, 212-371-5999 (Media)
alm@abmac.com
Winnie Lerner, 212-371-5999 (Media)
wal@abmac.com