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 July 29, 1997
__________________
YAHOO! INC.
(Exact name of registrant as specified in its charter)
0-26822
(Commission File Number)
California 77-0398689
(State or other jurisdiction of (I.R.S. Employer incorporation
Identification No.) or organization)
3400 Central Expressway, Suite 201
Santa Clara, California 95051
(Address of principal executive offices, with zip code)
(408) 731-3300
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On July 29, 1997, Yahoo! Inc., a California corporation ("Yahoo!")
entered into a Restructuring Agreement (the "Restructuring Agreement") with
Visa International Service Association, Visa Marketplace, Inc., Sterling
Payot Company and Sterling Payot Capital, L.P. (collectively, the "Visa
Group").
Pursuant to the Restructuring Agreement, the Visa Group released Yahoo!
from certain obligations and claims, and Yahoo! purchased the Visa Group's
interest in Yahoo! Marketplace, LLC, a joint venture company formed by Yahoo!
and certain members of the Visa Group in August 1996. In connection with the
Restructuring Agreement, Yahoo! issued 466,321 shares of Yahoo! Common Stock
(the "Shares") to the Visa Group, for which Yahoo! recorded a one-time,
non-cash, pre-tax charge of $21,245,000 in the second quarter ended June 30,
1997.
Pursuant to the Restructuring Agreement, Yahoo! also granted certain
registration rights to the Visa Group with respect to the Shares. The Company
has agreed to file a Registration Statement on Form S-3 with respect to the
Shares on or before August 8, 1997 and to keep such Registration Statement
effective until the earlier of (i) July 29, 1998 and (ii) the sale of all of
the Shares thereunder. The Company also has agreed to use its best efforts to
ensure that the Visa Group shall have five (5) trading days available to sell
the Shares prior to September 30, 1997 and will ensure that the Visa Group
shall have twenty (20) trading days available to sell the Shares during each
calendar quarter from the effective date of such Registration Statement until
July 29, 1998 (prorated for partial quarters).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) EXHIBITS.
4.1 Restructuring Agreement dated as of July 29, 1997 among the
Registrant, Visa International Service Association, Visa
Marketplace, Inc., Sterling Payot Company and Sterling Payot
Capital, L.P.
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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 thereunto duly authorized.
YAHOO! INC.
Date: August 4, 1997 By: /s/ Gary Valenzuela
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Gary Valenzuela
Senior Vice President, Finance and
Administration, and Chief
Financial Officer (Principal
Financial Officer)
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YAHOO! INC.
INDEX TO EXHIBITS
Exhibit Number Description
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4.1 Restructuring Agreement dated as of July 29, 1997 among the
Registrant, Visa International Service Association, Visa
Marketplace, Inc., Sterling Payot Company and Sterling Payot
Capital, L.P.
4