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): October 14, 2013
Yahoo! Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-28018 | | 77-0398689 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. 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
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Second Amendment to Share Repurchase and Preference Share Sale Agreement
Yahoo! Inc. (the “Company”), Yahoo! Hong Kong Holdings Limited (“YHK” and, together with the Company “Yahoo”) and Alibaba Group Holding Limited (“Alibaba Group”) entered into a Second Amendment to Share Repurchase and Preference Share Sale Agreement, dated as of October 14, 2013 (the “Second Amendment”). The Second Amendment amends the Share Repurchase and Preference Share Sale Agreement, entered into by Yahoo and Alibaba Group on May 20, 2012 (as amended on September 11, 2012, the “Original Repurchase Agreement”).
The Original Repurchase Agreement provided that in the event Alibaba Group completed an initial public offering meeting certain specified criteria(a “Qualified IPO”), Yahoo would sell up to 261.5 million of the 523.6 million ordinary shares of Alibaba Group (“Shares”) currently owned by Yahoo either directly to Alibaba Group or in the Qualified IPO, at Alibaba Group’s election.
The Second Amendment reduces the maximum number of Shares that Yahoo is required to sell in connection with a Qualified IPO from 261.5 million to 208 million.
The foregoing summary is subject to, and is qualified in its entirety by, the full text of (i) the Share Repurchase and Preference Share Sale Agreement, dated May 20, 2012, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed May 24, 2012, (ii) the First Amendment to Share Repurchase and Preference Share Sale Agreement, dated September 11, 2012, which was filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed September 19, 2012, and (iii) the Second Amendment, which is filed herewith as Exhibit 2.3, each of which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
Exhibit No. | | Description |
| 2.3 | | Second Amendment to Share Repurchase and Preference Share Sale Agreement, by and among Alibaba Group Holding Limited, Yahoo! Inc., and Yahoo! Hong Kong Holdings Limited, dated as of October 14, 2013. |
2
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.
| | | | |
YAHOO! INC. (Registrant) |
| |
| By: | | /s/ Ronald S. Bell |
| | Name: | | Ronald S. Bell |
| | Title: | | General Counsel and Secretary |
Date: October 15, 2013
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 2.3 | | Second Amendment to Share Repurchase and Preference Share Sale Agreement, by and among Alibaba Group Holding Limited, Yahoo! Inc., and Yahoo! Hong Kong Holdings Limited, dated as of October 14, 2013. |
