SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 4, 2003
YAHOO! INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-28018 77-0398689
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation or
Organization)
701 First Avenue
Sunnyvale, California 94089
(Address of Principal Executive Offices) (Zip Code)
(408) 349-3300
(Registrant's telephone number including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On April 4, 2003, Yahoo! Inc. issued a press release. The press release
is attached as an exhibit to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 7. Exhibits.
(c) Exhibits.
99.1 Press release dated April 4, 2003 by Yahoo! Inc.
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.
By: /s/ Michael J. Callahan
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Michael J. Callahan
Assistant Secretary
Date: April 4, 2003
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated April 4, 2003
Exhibit 99.1
Yahoo! Prices $750 Million of Zero Coupon Senior Convertible Notes Due 2008
Friday April 4, 1:42 am ET
SUNNYVALE, Calif.--(BUSINESS WIRE)--April 4, 2003--Yahoo! Inc. (Nasdaq:YHOO -
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News) today announced the pricing of $750 million of Zero Coupon Senior
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Convertible Notes Due 2008 in a private offering. The notes are being offered to
investors at 100 percent of their principal amount. The sale of the Notes is
expected to close on April 9, 2003.
The Notes will not bear interest, have a zero yield to maturity, and will be
convertible into Yahoo! common stock at a conversion price of $41.00 per share,
subject to adjustment upon the occurrence of specified events. This represents a
68 percent conversion premium based on the closing price of $24.36 of Yahoo!
common stock on April 3, 2003. Each $1,000 principal amount at maturity will
initially be convertible into 24.39 shares of Yahoo! common stock. However,
holders of the Notes may convert their Notes only if: (1) the price of the
Company's common stock issuable upon conversion of a note reaches a specified
threshold, or (2) specified corporate transactions occur. Yahoo! may not redeem
the Notes prior to their maturity.
The Zero Coupon Senior Convertible Notes were placed in a private transaction
pursuant to Rule 144A under the Securities Act of 1933. Neither the Notes nor
the common stock have been registered under the Act and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Act.
Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of
Yahoo! Inc.
All other names are trademarks and/or registered trademarks of their respective
owners.
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Contact:
Yahoo! Inc.
Joanna Stevens, 408/349-7855 (Media Relations)
joanna@yahoo-inc.com
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Paul Hollerbach, 408/349-3578 (Investor Relations)
paulh@yahoo-inc.com
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