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 June 8, 1998
_________________
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 Identification No.)
incorporation or organization)
3420 Central Expressway
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 June 8, 1998, Yahoo! Inc., a California corporation ("Yahoo!")
announced that it had entered into an Agreement and Plan of Merger
("Agreement") by and among Yahoo!, XY Acquisition Corporation, a wholly-owned
subsidiary of Yahoo!, and Viaweb Inc., a Delaware corporation ("Viaweb"). At
the effective time of the merger, all outstanding shares of Viaweb capital
stock and options to purchase Viaweb capital stock will be converted into
454,734 shares and options to purchase shares of Yahoo! Common Stock. All
outstanding options to purchase Viaweb stock will be assumed by Yahoo! and
converted into options to purchase Yahoo! Common Stock, with such conversion
based on an exchange ratio determined pursuant to the Agreement. Yahoo! has
agreed promptly to file a registration statement with the Securities and
Exchange Commission to permit the resale of the shares issued in the Merger.
A copy of Yahoo!'s press release announcing the merger is attached as Exhibit
99.1 hereto and incorporated by reference herein.
The press release filed as an exhibit to this report includes "safe
harbor" language, pursuant to the Private Securities Litigation Reform Act of
1995, indicating that certain statements about the Company's business
contained in the press release are "forward-looking" rather than "historic."
The press release also states that a more thorough discussion of factors
affecting the Company's operating results is included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998,
and the Company's other reports filed with the Securities and Exchange
Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Press Release dated June 8, 1998.
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: June 8, 1998 By: /s/ Gary Valenzuela
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Gary Valenzuela
Senior Vice President, Finance and
Administration, and Chief Financial Officer
YAHOO! INC.
INDEX TO EXHIBITS
Exhibit Number Description
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99.1 Press release dated June 8, 1998.