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: October 20, 1998
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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 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 9, 1998, Yahoo! Inc., a California corporation ("Yahoo!"),
entered into an Agreement and Plan of Merger ("Agreement") by and among
Yahoo!, YO Acquisition Corporation, a wholly-owned subsidiary of Yahoo!, and
Yoyodyne Entertainment, Inc., a Delaware corporation ("Yoyodyne") and
privately held, direct marketing services company. Pursuant to the
Agreement, on October 20, 1998 all outstanding shares of Yoyodyne capital
stock were converted into 234,460 shares of Yahoo! Common Stock, and options
and warrants to purchase Yoyodyne capital stock were converted into options
and warrants to purchase 46,162 shares of Yahoo! Common Stock. All
outstanding options to purchase Yoyodyne stock will be assumed by Yahoo! and
converted into options to purchase Yahoo! Common Stock, and all outstanding
warrants to purchase Yoyodyne stock will be assumed by Yahoo! and converted
into warrants to purchase Yahoo! Common Stock. The merger will be accounted
for as a pooling of interests.
Yahoo! will file a registration statement on Form S-3 with the Securities
and Exchange Commission to permit the resale of the outstanding shares issued in
the Merger and shares issuable upon exercise of warrants assumed in the Merger.
Yahoo! also will file a registration statement on Form S-8 with the Securities
and Exchange Commission with respect to the issuance of shares upon exercise of
options assumed in the Merger.
Under the terms of the Agreement and a related Escrow Agreement dated
October 9, 1998, a total of 23,445 shares of Yahoo!'s Common Stock will be held
in escrow for the purpose of indemnifying Yahoo! against certain liabilities of
Yoyodyne. Such escrow will terminate upon the earlier of October 20, 1999 or
the issuance of Yahoo!'s auditor's opinion for the financial statements for
Yahoo! and its subsidiaries for the fiscal year ending December 31, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger dated as of October 9, 1998, by and
among Yahoo! Inc., YO Acquisition Corporation, and Yoyodyne
Entertainment, Inc.
2.2 Amendment to the Agreement and Plan of Merger dated as of October
19, 1998, by and among Yahoo! Inc., YO Acquisition Corporation,
and Yoyodyne Entertainment, 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 thereunto duly authorized.
YAHOO! INC.
Date: October 23, 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
2.1 Agreement and Plan of Merger dated as of October 9, 1998, by
and among Yahoo! Inc., YO Acquisition Corporation, and
Yoyodyne Entertainment, Inc.
2.2 Amendment to the Agreement and Plan of Merger dated as of
October 19, 1998, by and among Yahoo! Inc., YO Acquisition
Corporation, and Yoyodyne Entertainment, Inc.