SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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)
The Registrant hereby amends its Report on Form 8-K/A filed with the
Securities and Exchange Commission on November 19, 1998.
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! has filed a registration statement on Form S-3 with the
Securities and Exchange Commission on November 19, 1998 (which will be
amended on January 22, 1999) to permit the resale of the outstanding shares
issued in the Merger and shares issuable upon exercise of warrants assumed in
the Merger. Yahoo! has also filed a registration statement on Form S-8 with
the Securities and Exchange Commission dated October 23, 1998 with respect to
the issuance of shares upon exercise of options assumed in the Merger.
After discussions with the Staff at the Securities and Exchange
Commission (the "Staff"), Yahoo! has adjusted the allocation of the purchase
price related to the June 1998 acquisition of Viaweb Inc. Although Yahoo!,
with the concurrence of its independent accountants, believes that its
original accounting treatment was in accordance with generally accepted
accounting principles, it has accepted the Staff's view with respect to these
matters. As a result, Exhibit 99.1 of Item 7c of the Company's Current
Report on Form 8-K/A originally filed on November 19, 1998 is amended to read
as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1 (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 (1) 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.
99.1 Supplementary Consolidated Financial Statements of Yahoo! Inc.
(restated)
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(1) Previously filed.
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: January 21, 1999 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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2.1 (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 (1) 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.
99.1 Supplementary Consolidated Financial Statements of
Yahoo! Inc. (restated)
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(1) Previously filed.