Current Report Filing (8-k)
July 26 2016 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
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
July 25, 2016
Date
of Report (Date of earliest event reported)
Yahoo! Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-28018
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77-0398689
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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701 First Avenue
Sunnyvale, California
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94089
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (408) 349-3300
Not applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On July 25, 2016, Yahoo! Inc. (Yahoo) held an investor
call concerning the proposed sale of Yahoos operating business. The call was hosted by Yahoo CEO Marissa Mayer and Yahoo CFO Ken Goldman. Yahoo also made the Chair of its Strategic Review Committee, Tom McInerney, and Yahoo Chairman of the
Board, Maynard Webb, available for questions. A transcript of the call is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Transcript of July 25, 2016 investor call of Yahoo! Inc.
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Forward-Looking Statements.
This communication contains forward-looking statements concerning the proposed sale of Yahoos operating business. Risks and uncertainties may cause
actual results to differ materially from the results predicted. Potential risks and uncertainties include, among others: (i) the inability to consummate the transaction in a timely manner or at all, due to the inability to obtain or delays in
obtaining the stockholder approval, necessary regulatory approvals for the transaction or satisfaction of other conditions to the closing of the transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to
the termination of the purchase agreement; (iii) the potential adverse effect on Yahoos partner, advertiser, vendor and customer relationships, operating results and business generally resulting from the announcement of the transaction;
(iv) the implementation of the transaction which will require significant time, attention and resources of Yahoos senior management and others within Yahoo, potentially diverting their attention from other aspects of Yahoos
business; (v) risks related to Yahoos ability to retain or recruit key talent; (vi) the costs, fees, expenses and charges related to or triggered by the transaction; (vii) potential adverse effects on Yahoos business,
properties or operations caused by Yahoo implementing the transaction; (viii) the anticipated benefits of transaction to Yahoos stockholders may not be realized; and (ix) the initiation or outcome of any legal proceedings or
regulatory proceedings that may be instituted against Yahoo relating to the transaction. More information about other potential factors that could affect Yahoos business and financial results is included under the captions Risk
Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in Yahoos Annual Report on Form 10-K for the year ended December 31, 2015, as amended, and Quarterly Report on Form
10-Q for the quarter ended March 31, 2016, which are on file with the Securities and Exchange Commission (the SEC) and available on the SECs website at
www.sec.gov
. All information set forth in this communication is as
of July 25, 2016. Yahoo does not intend, and undertakes no duty, to update this information to reflect subsequent events or circumstances.
Important Additional Information and Where to Find It.
Yahoo will be filing with the SEC a proxy statement regarding the proposed sale of Yahoos operating business to Verizon Communications Inc., the
definitive version of which will be sent or provided to Yahoo stockholders.
BEFORE MAKING ANY VOTING DECISION, YAHOOS STOCKHOLDERS ARE STRONGLY ADVISED TO READ YAHOOS PROXY STATEMENT IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and stockholders will be able to obtain (when available) a free copy of Yahoos proxy statement, any amendments or supplements to the proxy statement, and other documents filed by Yahoo with the SEC (when
available) in connection with the proposed transaction for no charge at the SECs website at
www.sec.gov
, on the Investor Relations page of Yahoos website
investor.yahoo.net
or by writing to Investor Relations, Yahoo! Inc.,
701 First Avenue, Sunnyvale, CA 94089.
Yahoo and its directors and executive officers may be deemed participants in the solicitation of proxies from its
investors and stockholders in connection with the proposed transaction. Information concerning the ownership of Yahoo securities by Yahoos directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, and
additional information is also available in Yahoos annual report on Form 10-K for the year ended December 31, 2015, as amended, and Yahoos proxy statement for its 2016 annual meeting of stockholders filed with the SEC on
May 23, 2016. Information regarding Yahoos directors, executive officers and other persons who may, under the rules of the SEC, be considered participants in the solicitation of proxies in connection with the proposed transaction,
including their respective interests by security holdings or otherwise, also will be set forth in the definitive proxy statement relating to the proposed transaction when it is filed with the SEC. These documents may be obtained free of charge
from the sources indicated above.
SIGNATURE
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 hereunto duly authorized.
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YAHOO! INC.
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By:
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/s/ Ronald S. Bell
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Ronald S. Bell
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General Counsel and Secretary
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Date: July 25, 2016
EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Transcript of July 25, 2016 investor call of Yahoo! Inc.
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