UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-28018
YAHOO! INC.
(Exact name of Registrant as specified in its charter)
| | |
| Delaware | | 77-0398689 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
701 First Avenue
Sunnyvale, California 94089
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (408) 349-3300
Securities registered pursuant to Section 12(b) of the Act:
| | |
Title of Each Class | | Name of Each Exchange on Which Registered |
| Common stock, $.001 par value | | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) |
| |
Rights to Purchase Series A Junior Participating Preferred Stock | | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) |
Securities registered pursuant to Section 12(g) of the Act: None
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | |
| Large accelerated filer | | x | | Accelerated filer | | ¨ |
| | | |
| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of June 30, 2008, the aggregate market value of voting stock held by non-affiliates of the Registrant, based upon the closing sales price for the Registrant’s common stock, as reported on the NASDAQ Global Select Market, was $22,361,337,406. Shares of common stock held by each officer and director and by each person who owns 10 percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
The number of shares of the Registrant’s common stock outstanding as of February 13, 2009 was 1,394,201,105.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K:
Proxy Statement for the 2009 Annual Meeting of Stockholders – Part III Items 10, 11, 12, 13 and 14.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2008, originally filed on February 27, 2009 (the “Original 10-K”), of Yahoo! Inc., a Delaware corporation (“Yahoo!”, the “Company”, or “we”). We are filing this Amendment to amend Item 15 to include the separate financial statements of Yahoo Japan Corporation and Consolidated Subsidiaries (“Yahoo Japan”) for its fiscal year ended March 31, 2009 as required by Regulation S-X Rule 3-09 (the “Rule 3-09 financial statements”), which were not included in the Original 10-K because Yahoo Japan’s fiscal year ended after the date of the filing of the Original 10-K. The Rule 3-09 financial statements were prepared and provided to the Company by Yahoo Japan.
This Amendment should be read in conjunction with the Original 10-K and the Company’s other filings made with the Securities and Exchange Commission subsequent to the filing of the Original 10-K on February 27, 2009. The Original 10-K has not been amended or updated to reflect events occurring after February 27, 2009, except as specifically set forth in this Amendment.
| Item 15. | Exhibits and Financial Statement Schedules |
(a) The following documents are filed as part of this report:
3.Exhibits:
Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K):
| | |
Exhibit Number | | Description |
| 23.2 | | Consent of Deloitte Touche Tohmatsu LLC, Independent Auditors of Yahoo Japan Corporation and Consolidated Subsidiaries. |
| |
| 31.1 | | Certificate of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 29, 2009. |
| |
| 31.2 | | Certificate of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 29, 2009. |
| |
| 32 | | Certificate of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated September 29, 2009. |
| |
| 99.1 | | Audited Financial Statements of Yahoo Japan Corporation and Consolidated Subsidiaries as of March 31, 2009 and 2008 and for the years then ended. |
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Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of September 2009.
| | |
| YAHOO! INC. |
| |
| By: | | /S/ TIMOTHY R. MORSE |
| | Timothy R. Morse Chief Financial Officer (Principal Financial Officer) |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Amendment has been signed by the following persons, on behalf of the Registrant and in the capacities indicated, as of September 29, 2009.
| | | | |
Signature | | | | Title |
| | |
/s/ CAROL BARTZ | | | | Chief Executive Officer and Director (Principal Executive Officer) |
| Carol Bartz | | | | |
| | |
/s/ TIMOTHY R. MORSE | | | | Chief Financial Officer (Principal Financial Officer) |
| Timothy R. Morse | | | | |
| | |
/s/ MICHAEL MURRAY | | | | Senior Vice President, Finance and Chief Accounting Officer |
| Michael Murray | | | | (Principal Accounting Officer) |
| | |
* | | | | Chairman of the Board |
| Roy Bostock | | | | |
| | |
* | | | | Director |
| Frank Biondi | | | | |
| | |
* | | | | Director |
| Ronald Burkle | | | | |
| | |
* | | | | Director |
| John Chapple | | | | |
| | |
* | | | | Director |
| Eric Hippeau | | | | |
| | |
| | | | Director |
| Carl Icahn | | | | |
| | |
* | | | | Director |
| Vyomesh Joshi | | | | |
| | |
* | | | | Director |
| Arthur Kern | | | | |
| | |
* | | | | Director |
| Mary Agnes Wilderotter | | | | |
| | |
* | | | | Director |
| Gary Wilson | | | | |
| | |
* | | | | Director |
| Jerry Yang | | | | |
| | | | | | |
| | | |
| *By | | /S/ CAROL BARTZ | | | | |
| | Carol Bartz, Attorney In Fact | | | | |
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INDEX TO EXHIBITS
| | |
Exhibit Number | | Description |
23.2 | | Consent of Deloitte Touche Tohmatsu LLC, Independent Auditors of Yahoo Japan Corporation and Consolidated Subsidiaries. |
| |
| 31.1 | | Certificate of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 29, 2009. |
| |
| 31.2 | | Certificate of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 29, 2009. |
| |
| 32 | | Certificate of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated September 29, 2009. |
| |
| 99.1 | | Audited Financial Statements of Yahoo Japan Corporation and Consolidated Subsidiaries as of March 31, 2009 and 2008 and for the years then ended. |
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