UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 24, 2018
Altaba Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 811-23264 | | 77-0398689 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 140 East 45th Street, 15th Floor, New York, New York | | 10017 |
| (Address of principal executive offices) | | (Zip Code) |
Registrants telephone number, including area code (646)679-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a- 12 under the Exchange Act (17 CFR240.14a- 12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On April 24, 2018, the Securities and Exchange Commission (the “SEC”) announced the settlement of its investigation of Yahoo! Inc., now known as Altaba Inc. (the “Company”), related to the Company’s previously disclosed data breaches disclosed on September 22, 2016 and in the 201610-K filed on March 1, 2016. The SEC’s Order and press release announcing the resolution are furnished herewith as Exhibits 99.1 and 99.2.
The Company has agreed to settle with the SEC, without admitting or denying the allegations described in the SEC Order. The Order requires the Company to cease and desist from any further violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 and Section 13(a) of the Securities Exchange Act of 1934 and Rules12b-20,13a-1,13a-11,13a-13, and13a-15. As part of the resolution, the Company also has agreed to pay a civil penalty in the amount of $35,000,000.
The information included in this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this report on Form8-K:
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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| | ALTABA INC. |
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| Date: April 25, 2018 | | By: | | /s/ Arthur Chong |
| | Name: | | Arthur Chong |
| | Title: | | General Counsel and Secretary |
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