<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1998
REGISTRATION NO. 333- -
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
YAHOO! INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 77-0398689
(State of incorporation) (I.R.S. Employer
Identification No.)
</TABLE>
3420 CENTRAL EXPRESSWAY SANTA CLARA, CALIFORNIA 95051
(408) 731-3300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
TIMOTHY KOOGLE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
3420 CENTRAL EXPRESSWAY
SANTA CLARA, CALIFORNIA 95051
(408) 731-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
JAMES L. BROCK
HEAYOON WOO
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(650) 854-4488
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT UNTIL
JULY 17, 1999 OR UNTIL SUCH EARLIER TIME THAT ALL OF THE SHARES REGISTERED
HEREUNDER HAVE BEEN SOLD.
------------------------
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $0.00033 per
share................................. 270,954 shares (1) $67.75 $18,357,134 $5,415
</TABLE>
(1) The shares of Common Stock set forth in the Calculation of Registration Fee
Table, and which may be offered pursuant to this Registration Statement,
includes, pursuant to Rule 416 of the Securities Act of 1933, as amended,
such additional number of shares of the Registrant's Common Stock that may
become issuable as a result of any stock splits, stock dividends or similar
event.
(2) Estimated solely for the purpose of computing the amount of the registration
fee, based on the average of the high and low prices for the Company's
Common Stock as reported on the Nasdaq National Market on September 1, 1998
in accordance with Rule 457 under the Securities Act of 1933.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 1998
NOTE: INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
270,954 SHARES
YAHOO! INC.
COMMON STOCK, $0.00033 PAR VALUE
------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS"INCLUDED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE
QUARTERENDED JUNE 30, 1998 AND INCORPORATED HEREIN BY REFERENCE.
---------------------
All references herein to "Yahoo!" or the "Company" mean Yahoo! Inc., a
California corporation, unless otherwise indicated by the context.
The 270,954 shares of Yahoo! Inc. Common Stock, $0.00033 par value, covered
by this Prospectus (the "Shares") are offered for the account of certain
shareholders of the Company (the "Selling Shareholders"). The Shares were issued
or reserved for issuance to the Selling Shareholders in connection with the
acquisition by the Company of WebCal Corporation on July 17, 1998 (the
"Acquisition"). For additional information regarding the Acquisition, see
"Issuance of Common Stock to Selling Shareholders." The Selling Shareholders may
sell the Shares from time to time on the over-the-counter market in regular
brokerage transactions, in transactions directly with market makers or in
certain privately negotiated transactions. See "Plan of Distribution." Each
Selling Shareholder has advised the Company that no sale or distribution other
than as disclosed herein will be effected until after this Prospectus shall have
been appropriately amended or supplemented, if required, to set forth the terms
thereof. The Company will not receive any proceeds from the sale of the Shares
by the Selling Shareholders.
Each of the Selling Shareholders may be deemed to be an "Underwriter," as
such term is defined in the Securities Act of 1933, as amended (the "Securities
Act").
The Company's Common Stock is quoted on the Nasdaq National Market under the
symbol "YHOO." On September 3, 1998, the last sale price of the Company's Common
Stock on the Nasdaq National Market was $75.1875 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
DISCOUNTS AND SELLING
PRICE TO PUBLIC COMMISSION SHAREHOLDERS
<S> <C> <C> <C>
Per Share........................................
Total............................................ See Text Above See Text Above See Text Above
</TABLE>
THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1998
<PAGE>
No person is authorized in connection with any offering made hereby to give
any information or to make any representation not contained in this Prospectus,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company or the Selling Shareholders. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any security other than the shares of Common Stock offered hereby, nor does
it constitute an offer to sell or a solicitation of an offer to buy any of the
shares offered hereby to any person in any jurisdiction in which it is unlawful
to make such an offer or solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create any implication
that the information contained herein is correct as of any time subsequent to
the date hereof.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the shares
of Common Stock offered hereby, reference is hereby made to the Registration
Statement. Statements contained herein concerning the provisions of any document
are not necessarily complete, and each such statement is qualified in its
entirety by reference to the copy of such document filed with the Commission.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Commission. Such reports, proxy and information statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, NW, Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, Seven World Trade Center, New York, New York 10048, and Chicago Regional
Office, Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, NW, Washington, D.C. 20549 upon payment of
the prescribed fees. The Company is also required to file electronic versions of
these documents with the Commission through the Commission's Electronic Data
Gathering, Analysis and Retrieval System ("EDGAR"). The Common Stock of the
Company is quoted on The Nasdaq National Market. Reports, proxy and information
statements and other information concerning the Company may be inspected at The
Nasdaq Stock Market at 1735 K Street, NW, Washington, D.C. 20006. In addition,
the Commission maintains a World Wide Web site (http:// www.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
2
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 0-26822).
2. The Company's definitive Proxy Statement dated March 12, 1998, filed
in connection with the Company's April 17, 1998 Annual Meeting of
Shareholders.
3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 (File No. 0-26822).
4. The Company's Current Reports on Form 8-K, filed with the Commission
on January 5, 1998, January 15, 1998, June 8, 1998, June 12, 1998 (as
amended on June 18, 1998) and July 9, 1998 (File No. 0-26822).
5. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A, filed with the Commission on
March 12, 1996 (File No. 0-026822).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference in this Prospectus. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents. Requests should be directed to
Andrea Klipfel, Investor Relations, 3420 Central Expressway, Santa Clara,
California 95051, telephone: (408) 731-3300.
3
<PAGE>
THE COMPANY
Yahoo! is an Internet media company that offers a network of
globally-branded properties, specialty programming, and aggregated content
distributed primarily on the World Wide Web (the "Web") serving business
professionals and consumers, and is among the most widely used guides for
information and discovery on the Web.
Under the Yahoo! brand, the Company provides intuitive, context-based guides
to online content, Web search capabilities, aggregated third-party content and
community and personalization features. In June 1998, Internet users viewed an
average of over 115 million Web pages per day in Yahoo!-branded properties.
The Company makes its properties available without charge to users and
generates revenue primarily through the sale of advertising. Advertising on
Yahoo! properties is sold through the Company's internal advertising sales
force. During the second quarter of 1998, approximately 1,800 advertisers
purchased advertising on Yahoo! properties.
Yahoo! was incorporated on March 5, 1995 under the laws of California. The
Company's principal executive offices are located at 3420 Central Expressway,
Santa Clara, California 95051 and its telephone number is (408) 731-3300. As
used in this Prospectus, the "Company" and "Yahoo!" refer to Yahoo! Inc., a
California corporation, and its wholly owned subsidiaries.
USE OF PROCEEDS
The proceeds from the sale of the Shares are solely for the account of the
Selling Shareholders. Accordingly, the Company will not receive any proceeds
from the sale of the Shares from the Selling Shareholders.
ISSUANCE OF COMMON STOCK TO SELLING SHAREHOLDERS
On July 17, 1998, the Company issued an aggregate of 270,954 shares of
Common Stock to the shareholders of WebCal Corporation ("WebCal") pursuant to an
Agreement and Plan of Merger (the "Merger Agreement") among the Company, WC
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of
the Company (the "Sub"), and WebCal. Under the terms of the Merger Agreement,
Sub merged into Webcal and WebCal became a wholly-owned subsidiary of the
Company (the "Merger").
SELLING SHAREHOLDERS
All of the Common Shares registered for sale pursuant to this Prospectus
will be owned immediately after registration by the Selling Shareholders as the
former shareholders of WebCal, and all of the shares offered by the Selling
Shareholders were acquired in connection with the Merger. Such shares do not
exceed one percent (1%) of the Company's outstanding capitalization as of the
date of this Prospectus. None of the Selling Shareholders has a material
relationship with the Company, except that certain Selling Shareholders are or
will be non-officer employees of WebCal or the Company.
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time to
time by the Selling Shareholders. The Selling Shareholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Shareholders may sell the Shares being
offered hereby: (i) on The Nasdaq National Market, or otherwise at prices and at
terms then prevailing or at prices related to the then current market price; or
(ii) in private sales at negotiated prices directly or through a broker or
brokers, who may act as agent or as principal or by a combination of such
methods of sale. The Selling Shareholders and any underwriter, dealer or agent
who participate in the distribution of
4
<PAGE>
such shares may be deemed to be "underwriters" under the Securities Act, and any
discount, commission or concession received by such persons might be deemed to
be an underwriting discount or commission under the Securities Act. The Company
has agreed to indemnify the Selling Shareholders against certain liabilities
arising under the Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Shareholders (and, if acting as agent for the
purchaser of such shares, from such purchaser). Usual and customary brokerage
fees will be paid by the Selling Shareholders. Broker-dealers may agree with the
Selling Shareholders to sell a specified number of shares at a stipulated price
per share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the Selling Shareholders, to purchase as principal any unsold shares
at the price required to fulfill the broker-dealer commitment to the Selling
Shareholders. Broker-dealers who acquire shares as principal may thereafter
resell such shares from time to time in transactions (which may involve crosses
and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or by a combination of such
methods of sale or otherwise at market prices prevailing at the time of sale or
at negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such shares commissions computed as described above.
The Company has advised the Selling Shareholders that the anti-manipulation
rules under the Exchange Act may apply to sales of Shares in the market and to
the activities of the Selling Shareholders and their affiliates. The Selling
Shareholders have advised the Company that during such time as the Selling
Shareholders may be engaged in the attempt to sell shares registered hereunder,
they will: (i) not engage in any stabilization activity in connection with any
of the Company's securities; (ii) not bid for or purchase any of the Company's
securities or any rights to acquire the Company's securities, or attempt to
induce any person to purchase any of the Company's securities or rights to
acquire the Company's securities other than as permitted under the Exchange Act;
(iii) not effect any sale or distribution of the Shares until after the
Prospectus shall have been appropriately amended or supplemented, if required,
to set forth the terms thereof; and (iv) effect all sales of Shares in broker's
transactions through broker-dealers acting as agents, in transactions directly
with market makers or in privately negotiated transaction where no broker or
other third party (other than the purchaser) is involved.
The Selling Shareholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker-dealers, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Common Stock may not be sold unless such shares have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
The Company has agreed to maintain the effectiveness of this Registration
Statement with respect to the shares of Common Stock offered hereunder by the
Selling Shareholders until the earlier of the sale of such shares or July 17,
1999. No sales may be made pursuant to this Prospectus after such date unless
the Company amends or supplements this Prospectus to indicate that it has agreed
to extend such period of effectiveness. There can be no assurance that the
Selling Shareholders will sell all or any of the shares of Common Stock offered
hereunder.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon by Venture Law Group, A Professional Corporation, Menlo Park, California,
counsel to the Company. As of September 2,
5
<PAGE>
1998, certain attorneys of Venture Law Group owned in the aggregate 2,490 shares
of Common Stock of the Company.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and the audited historical financial statements of Viaweb
incorporated in this prospectus by reference to Item 7(a) of the Company's
Current Report on Form 8-K dated June 12, 1998 have been so incorporated in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant will bear no expenses in connection with any sale or other
distribution by the Selling Shareholders of the shares being registered other
than the expenses of preparation and distribution of this Registration Statement
and the Prospectus included in this Registration Statement. Such expenses are
set forth in the following table. All of the amounts shown are estimates except
the Securities and Exchange Commission ("SEC") registration fee and the NASD
listing fee.
<TABLE>
<S> <C>
SEC registration fee.............................................. $ 5,415
Legal fees and expenses........................................... 15,000
Accounting fees and expenses...................................... 10,000
NASD listing fee.................................................. 5,420
Miscellaneous expenses............................................ 4,165
---------
Total......................................................... $ 40,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code allows for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Article VII of the
Registrant's Articles of Incorporation and Article VI of the Registrant's Bylaws
provide for indemnification of the Registrant's directors, officers, employees
and other agents to the extent and under the circumstances permitted by the
California Corporations Code. The Registrant has also entered into agreements
with its directors and officers that will require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors to the fullest extent not prohibited by
law.
In connection with this offering, the Selling Shareholders have agreed to
indemnify the Registrant, its directors and officers and each such person who
controls the Registrant, against any and all liability arising from inaccurate
information provided to the Registrant by the Selling Shareholders and contained
herein up to a maximum of the proceeds received by the Selling Shareholders from
the sale of their Shares hereunder.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBITS.
- ------
<C> <S>
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants (see page
II-4)
23.2 Consent of Venture Law Group, A Professional Corporation (included in
Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of this offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Yahoo! Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on September 4,
1998.
YAHOO! INC.
By: /s/ TIMOTHY KOOGLE
-----------------------------------------
Timothy Koogle
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Timothy Koogle and Gary Valenzuela,
jointly and severally, his or her true and lawful attorneys-in-fact, each with
full power of substitution, for him or her in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact or any
of them, or his or their substitute or substitutes, may lawfully do or cause to
be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
President, Chief Executive
/s/ TIMOTHY KOOGLE Officer and Director
- ------------------------------ (Principal Executive September 4, 1998
Timothy Koogle Officer)
Senior Vice President,
Finance and
/s/ GARY VALENZUELA Administration, and
- ------------------------------ Chief Financial Officer September 4, 1998
Gary Valenzuela (Principal Financial
Officer)
/s/ JAMES J. NELSON Vice President, Finance
- ------------------------------ (Chief Accounting September 4, 1998
James J. Nelson Officer)
/s/ ERIC HIPPEAU
- ------------------------------ Director September 4, 1998
Eric Hippeau
/s/ ARTHUR H. KERN
- ------------------------------ Director September 4, 1998
Arthur H. Kern
/s/ MICHAEL MORITZ
- ------------------------------ Director September 4, 1998
Michael Moritz
/s/ JERRY YANG
- ------------------------------ Director September 4, 1998
Jerry Yang
</TABLE>
II-3
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 9, 1998, which appears on page 40 of the 1997 Annual Report to
Shareholders of Yahoo! Inc., which is incorporated by reference in the Annual
Report on Form 10-K of Yahoo! Inc. for the year ended December 31, 1997. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 30 of such Annual Report on Form 10-K.
We also consent to the incorporation by reference of our report, dated June 2,
1998, except as to Note 8, which is as of June 10, 1998, on the financial
statements of Viaweb Inc. (a development stage enterprise), which appears in
Item 7(a) of the Current Report on Form 8-K of Yahoo! Inc. dated June 12, 1998.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
September 4, 1998
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ------------------------------------------------------------------------------------------------
<C> <S> <C>
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants (see page II-4)
23.2 Consent of Venture Law Group, A Professional Corporation (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
</TABLE>
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
September 4, 1998
Yahoo! Inc.
3420 Central Expressway
Santa Clara, CA 95051
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about September 4, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 270,954 shares of your Common
Stock (the "Shares"), to be sold by certain shareholders listed in the
Registration Statement (the "Selling Shareholders"). As your legal counsel, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale of the Shares by the
Selling Shareholders in the manner set forth in the Registration Statement in
the section entitled "Plan of Distribution."
It is our opinion that the Shares, when sold by the Selling Shareholders in
the manner referred to in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
