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 7, 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 or organization) Identification No.)
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 October 7, 1997, Yahoo! Inc., a California corporation ("Yahoo!"),
entered into an Agreement and Plan of Reorganization ("Agreement") by and
among Yahoo!, ST Acquisition Corporation, a California corporation and a
wholly-owned subsidiary of Yahoo!, and Four11 Corporation, a California
corporation ("Four11"). In the merger, all outstanding shares of Four11 common
stock, Four11 preferred stock, options to purchase Four11 stock, and warrants
to purchase Four11 stock will be converted into an aggregate of 1,654,099
shares and options and warrants to purchase shares of Yahoo! common stock. All
outstanding options to purchase Four11 stock will be assumed by Yahoo! and
converted into options to purchase Yahoo! common stock, and all outstanding
warrants to purchase Four11 stock will be assumed by Yahoo! and converted into
warrants to purchase Yahoo! common stock, in each case with such adjustments
to the number of shares subject to such options and warrants and to the
exercise prices thereunder as shall be appropriate to reflect the appropriate
conversion ratios determined pursuant to terms of the Agreement. It is
intended that the transaction qualify as a tax-free reorganization for federal
income tax purposes and that the merger be accounted for on a pooling of
interests basis.
The merger is subject to various conditions, including the consent of
holders of (i) a majority of the shares of Four11 Common Stock entitled to vote,
(ii) a majority of the outstanding shares of Four11 Series A Preferred Stock
entitled to vote, and (iii) a majority of the outstanding shares of Four11
Series B Preferred Stock entitled to vote, each voting as a separate class. In
connection with the execution of the Agreement, Yahoo! has entered into
agreements with Michael Santullo, Larry Drebes, Draper Fisher Associates Fund
III, L.P., Draper Fisher Partners L.L.C., 4C Ventures, L.P., and Labrador
Ventures II, L.P. in which they have agreed to vote their shares of Four11
capital stock in favor of the merger and have granted Yahoo! proxies to vote
their shares at any Four11 shareholder meeting convened to consider the
merger. These shareholders own approximately 97% of the outstanding shares of
Four11's Series A Preferred Stock, 75% of the outstanding shares of Four11's
Series B Preferred Stock, and 86% of the outstanding shares of Four11's Common
Stock. In addition, Four11 may terminate the Agreement prior to the effective
time of the merger if the average closing sales price of Yahoo!'s common stock
for the five trading days immediately preceding the date on which all closing
conditions are met shall be less than $35.97 per share
Also, in connection with the execution of the Agreement certain
employees of Four11 entered into Noncompetition Agreements with Yahoo! The
effectiveness of these Noncompetition Agreements is contingent upon the
consummation of the merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Reorganization dated as of October 7,
1997, by and among Yahoo! Inc., ST Acquisition Corporation,
and Four11 Corporation.
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: October 10, 1997 By: /s/ Gary Valenzuela
Gary Valenzuela
Vice President, Finance and Administration, and
Chief Financial Officer
(Principal Financial Officer)
YAHOO! INC.
INDEX TO EXHIBITS
Exhibit Number Description
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2.1 Agreement and Plan of Reorganization dated as of
October 7, 1997, by and among Yahoo! Inc., ST
Acquisition Corporation, and Four11 Corporation.