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):
April 1, 2005
Yahoo! Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 000-28018 | | 77-0398689 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS 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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))
Item 3.03 – Material Modification to Security Holders.
Effective as of April 1, 2005, Yahoo! Inc. (the “Company”) amended and restated the Rights Agreement, dated as of March 15, 2001, by and between the Company and Equiserve Trust Company, N.A. (the “Rights Agreement”). The purpose of amending and restating the Rights Agreement is to eliminate certain aspects of the Rights Agreement, sometimes referred to as a “slow hand” provision. That provision, which the Amended and Restated Rights Agreement eliminates, restricted the ability of the Board of Directors to redeem the rights for an 180 day period (the “Special Period”) following a change in the majority of the membership of the Board of Directors that was not approved by the Board of Directors, occurring within six months of the announcement of an unsolicited third party acquisition or business combination proposal or of a third party’s intent or proposal otherwise to become an Acquiring Person (as defined in the Rights Agreement). During the Special Period, the Board of Directors would have been required to have followed certain prescribed procedures or make certain evidentiary showings in order to redeem the rights. The Amended and Restated Rights Agreement eliminates those requirements. A copy of the Amended and Restated Rights Agreement is attached hereto as Exhibit 4.1.
Item 9.01 – Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number | | Description |
4.1 | | Amended and Restated Rights Agreements dated April 1, 2005, by and between Yahoo! Inc. and Equiserve Trust Company, N.A. |
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SIGNATURES
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. |
| |
| |
Date: April 4, 2005 | By: | /s/ Michael J. Callahan | |
| Name: | Michael J. Callahan |
| Title: | Senior Vice President, General Counsel, and
Secretary |
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EXHIBIT INDEX
Exhibit
Number | | Description |
4.1 | | Amended and Restated Rights Agreements dated April 1, 2005, by and between Yahoo! Inc. and Equiserve Trust Company, N.A. |
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