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): July 25, 2001
SOHU.COM INC.
(Exact name of registrant as specified in its charter)
Delaware 0-30961 98-0204667
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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7 Jianguomen Nei Avenue
Bright China Chang An Building
Tower 2, Room 1519
Beijing 100005
People's Republic of China
(Address, including zip code, of registrant's principal executive offices)
(011) 8610-6510-2160
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On July 19, 2001, the Board of Directors (the "Board") of Sohu.com Inc.
(the "Company") declared a dividend distribution of one preferred stock purchase
right (a, "Right") for each share of Company common stock, par value $.001 per
share (the "Common Stock"), of the Company outstanding as of July 23, 2001 (the
"Record Date") and authorized the issuance of one Right for each share of Common
Stock issued thereafter until the Distribution Date (as defined below). Each
Right entitles the registered holder to purchase from the Company for a purchase
price of $100 (the "Exercise Price") one one-thousandth of a share of Series A
Junior Participating Cumulative Preferred Stock, par value $.001 per share (the
"Series A Preferred Stock"), upon the terms and subject to the conditions set
forth in the Shareholders' Rights Agreement dated as of July 25, 2001, by and
between the Company and The Bank of New York, as Rights Agent (the "Rights
Agreement"). The Exercise Price, the number and kind of shares covered by each
Right and the number of Rights outstanding are subject to adjustment from time
to time, as provided in the Rights Agreement.
From the Record Date and until a Distribution Date (defined below), the
Rights will be evidenced by the certificates for Common Stock of the Company
representing the shares then outstanding and not by separate certificates.
Accordingly, during this period, the Rights will be attached to the Common Stock
certificates representing such rights and will not be separately tradable.
Common Stock certificates issued prior to the Record Date will not be altered to
reflect the presence of an associated stock purchase right, but, as indicated
above, will nonetheless represent such a right. For Common Stock certificates
issued after the Record Date, a notation will be added to each such certificate
incorporating the Rights Agreement by reference.
The Rights will separate from the Common Stock upon the earlier to occur of
(i) the tenth calendar day after the first public announcement that a person or
group of affiliated persons has become an Acquiring Person (defined below) (the
date of such an announcement being the "Stock Acquisition Date") or (ii) the
tenth business day (or such later date as the Board of Directors shall
determine) following the announcement of a tender offer or exchange offer that,
upon consummation, would result in a person or a group becoming the beneficial
owner of 20% or more of the outstanding shares of Common Stock (such date being
the "Tender Offer Date") (such earlier date of the Stock Acquisition Date and
the Tender Offer Date being the "Distribution Date").
Subject to certain exceptions, an Acquiring Person means a person or group
of affiliated or associated persons that has acquired 20% or more of the
outstanding shares of Common Stock.
As soon as practicable after the Distribution Date, separate certificates
evidencing the Rights (the "Rights Certificates") will be mailed to the holders
of record of the Common Stock as of the close of business on the Distribution
Date and, thereafter, the Rights Certificates alone will represent the Rights.
The Rights may be exercised only
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after the Distribution Date and will expire at the close of business on July 25,
2011 (the "Final Expiration Date"), unless earlier redeemed or exchanged by the
Company as described below.
In the event that a person becomes an Acquiring Person (except pursuant to
an offer for all outstanding shares of the Company's voting securities that at
least a majority of the independent directors determines to be fair to and
otherwise in the best interests of the Company and its stockholders, a
"Permitted Offer"), each holder of a Right will thereafter have the right to
receive, upon exercise, Series A Preferred Stock (or, in certain circumstances,
cash, property, or other securities of the Company) having a value equal to two
times the exercise price of the Right. Notwithstanding the foregoing, if a
person becomes an Acquiring Person all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
such person will be null and void.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company engages in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than with an entity
which acquired the shares pursuant to a Permitted Offer), (ii) the Company
engages in a merger or other business combination transaction in which the
Company is the surviving corporation and the Common Stock of the Company is
changed or exchanged, or (iii) 50% or more of the Company's assets or earning
power is sold or transferred, each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right.
At any time until the earlier of (i) ten calendar days following the Stock
Acquisition Date or (ii) the Final Expiration Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (payable in
cash, Common Stock, or other consideration deemed appropriate as determined by
the Board). Immediately upon action of the Board ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.001 redemption price.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person of fifty percent (50%) or more of the outstanding
Common Stock, the Board may exchange the Rights (other than Rights owned by such
person which have become void), in whole or in part, at an exchange ratio of one
share of Common Stock, or one one-thousandth of a share of Series A Preferred
Stock (or of a share of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges), per Right (subject to
adjustment).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending on the
circumstance, recognize taxable
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income in the event that the Rights become exercisable or are exchanged as
provided in the preceding paragraph.
Any of the provisions of the Rights Agreement may be amended by the Board
prior to the Distribution Date. After the Distribution Date, the provisions of
the Rights Agreement may be amended by the Board only in order to cure any
ambiguity, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person or an
affiliate or associate of any such person), or to shorten or lengthen any time
period under the Rights Agreement. Notwithstanding the foregoing, no time period
under the Rights Agreement may be lengthened from and after the Distribution
Date unless such lengthening is for the purpose of protecting, enhancing or
clarifying the rights of and benefits to, the holders of Rights (other than an
Acquiring Person or an affiliate or associate of any such person).
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following is a complete list of exhibits filed or incorporated by
reference as part of this report.
*3.1 Sixth Amended and Restated Articles of Incorporation of Sohu.com
Inc. as filed with the Delaware Secretary of State on July 17,
2000.
*3.2 Amended and Restated By-Laws of Sohu.com Inc., effective July 17,
2000.
**4.1 Rights Agreement, dated as of July 25, 2001, between Sohu.com
Inc. and The Bank of New York, as Rights Agent, including the
Certificate of Designation of Series A Junior Participating
Cumulative Preferred Stock as Exhibit A and the Form of Rights
Certificate as Exhibit B (pursuant to the Rights Agreement,
printed Rights Certificates will not be mailed until after the
Distribution Date (as defined in the Rights Agreement)).
99.1 Press Release dated July 28, 2001 announcing the adoption of a
Shareholder Rights Plan by Sohu.com Inc.
* Incorporated herein by reference to the registrant's Report on
Form 10-Q filed with the Securities & Exchange Commission (the
"SEC") on November 14, 2000.
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** Incorporated herein by reference to Sohu's registration statement
on Form 8-A filed with the SEC on July 30, 2001, registering
certain preferred stock purchase rights under Section 12(g) of
the Securities Act of 1934.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
SOHU.COM INC.
By: /s/ Derek Palaschuk
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Name: Derek Palaschuk
Title: Senior Vice President and Chief
Financial Officer
Date: July 30, 2001
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SOHU.COM INC.
INDEX TO EXHIBITS
Exhibit No. Description
* 3.1 Sixth Amended and Restated Articles of
Incorporation of Sohu.com Inc. as filed with the
Delaware Secretary of State on July 17, 2000.
*3.2 Amended and Restated By-Laws of Sohu.com Inc.,
effective July 17, 2000.
**4.1 Rights Agreement, dated as of July 25, 2001,
between Sohu.com Inc. and The Bank of New York, as
Rights Agent, including the Certificate of
Designation of Series A Junior Participating
Cumulative Preferred Stock as Exhibit A and the
Form of Rights Certificate as Exhibit B (pursuant
to the Rights Agreement, printed Rights
Certificates will not be mailed until after the
Distribution Date (as defined in the Rights
Agreement)).
99.1 Press Release dated July 28, 2001 announcing the
adoption of a Shareholder Rights Plan by Sohu.com
Inc.
* Incorporated herein by reference to the registrant's Report on Form
10-Q filed with the Securities and Exchange Commission (the "SEC") on
November 14, 2000.
** Incorporated herein by reference to Sohu's registration statement on
Form 8-A filed with the SEC on July 30, 2001, registering certain
preferred stock purchase rights under Section 12(g) of the Securities
Act of 1934.
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