YAHOO INC
8-K, 1998-06-08
COMPUTER INTEGRATED SYSTEMS DESIGN
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                         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)
                                          
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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.
                         
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                                 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
                                 -------------------------------
                                 Gary Valenzuela
                                 Senior Vice President, Finance and
                                 Administration, and Chief Financial Officer
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                                YAHOO! INC.
                                          
                             INDEX TO EXHIBITS
                                        

<TABLE>
<CAPTION>
Exhibit Number                                    Description
- --------------                                    -----------
<S>                   <C>
99.1                  Press release dated June 8, 1998.
</TABLE>


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                                                        FOR IMMEDIATE RELEASE


                              YAHOO! TO ACQUIRE VIAWEB
                                          
            YAHOO! NOW OFFERS MERCHANTS THE ABILITY TO INSTANTLY CREATE,
                  PUBLISH, PROMOTE AND MANAGE SECURE ONLINE STORES


     SANTA CLARA, CALIF. - JUNE 8, 1998 - Yahoo! Inc. (NASDAQ: YHOO) today 
announced that it has signed a definitive agreement to acquire Viaweb, Inc., 
a privately-held company providing the No. 1 ranked software and reporting 
tools for building and operating online commerce Web sites.  The acquisition 
is part of Yahoo!'s strategy to expand its popular merchant services program 
to enable small and medium-sized businesses to cost effectively build, 
promote and operate online storefronts.  The acquisition, valued at 
approximately $49 million, further reinforces Yahoo!'s commitment to 
fostering the growth of commerce on the Internet.
     
     Under the terms of the agreement, Yahoo!-Registered Trademark- will 
issue approximately 455,000 shares of Yahoo! common stock in exchange for all 
outstanding Viaweb-Registered Trademark- shares, options and warrants.  The 
acquisition will be accounted for as a purchase.  Yahoo! expects to incur a 
one-time charge of approximately $45 million in the second fiscal quarter of 
1998 relating to in-process technology acquired in the transaction.  The 
acquisition, which is subject to a number of conditions, is expected to be 
completed in June. 

     "With the rapid growth of online commerce, we've had tremendous demand 
among businesses of all sizes to establish online stores and to secure 
distribution on Yahoo!," said Tim Koogle, president and CEO, Yahoo! Inc.  "As 
the most popular place where buyers and sellers meet on the Web, Yahoo! 
delivers the largest audience and has become the leading distribution 
platform for merchants selling goods and services. With the Viaweb 
acquisition, we are expanding our services to reach a broader audience of 
both merchants and Web users."
     
     Yahoo! currently provides promotion, marketing, and customer acquisition 
opportunities for thousands of today's leading online merchants.  With the 
addition of Viaweb, Yahoo! is launching Yahoo! Store 
(http://store.yahoo.com), offering new Web merchants a complete setup, 
design, hosting and promotional service.   Yahoo! Store, based on the popular 
Viaweb Store-TM- service, is the first Web site authoring tool and hosting 
service that allows non-technical users to instantly create, publish and 
manage high-quality, secure online stores.  Yahoo! Store works remotely over 
the Web, using an ordinary browser and an easy point-and-click interface to 
enable users to create online stores.  The product's powerful capabilities 
also allow advanced Web designers to design highly customized, scalable 
sites.  In addition, Yahoo! Store features a complete suite of tracking and 
reporting tools providing merchants with extensive data about traffic and 
income sources. 
     
     "Viaweb has set the standard for fast, reliable and secure tools 
enabling Web merchants to build and operate online stores," said Paul Graham, 
president, Viaweb.  "Integrating this into Yahoo!'s extensive base of Web 
merchants and its vast audience of shoppers is a great combination." 

     Yahoo! is ranked the No. 1 site on the Web, reaching 83 percent of the 
active online shopping audience (@plan, Winter/Spring 1998).  With an 
audience comprised of 32.9 million unique U.S. users per month (Relevant 
Knowledge, April 1998), Yahoo! reaches the largest audience of any Web site 
and is uniquely positioned to deliver merchants a powerful platform for 
distributing their goods and services and acquiring customers. 


                                   - MORE -
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                                              YAHOO! TO ACQUIRE VIAWEB/PAGE 2
     
     With online retail sales revenue in the United States expected to grow 
404 percent from $2.4 billion in 1997 to $12.1 billion by the year 2000, the 
demand for electronic commerce software is increasing (Forrester Research, 
April 1998). The overall U.S. market for such tools is expected to reach $3.8 
billion by 2002, up from $121 million in 1997 (Forrester Research, May 1998).
     
     Today more than 1,000 clients use Viaweb Store to create and host their 
online stores, including Dean & DeLuca, Frederick's of Hollywood, the Houston 
Astros, NASA's Kennedy Space Center, ROLLING STONE magazine, Vermont Teddy 
Bear Company and Yosemite National Park. 
     
     Viaweb has received numerous industry awards.  In industry-wide 
comparisons of online commerce tools, Viaweb Store was rated No. 1 by ZD 
INTERNET magazine (July 1997), won the Editors' Choice award from PC MAGAZINE 
(Nov. 18, 1997) and received a four-star rating from PC COMPUTING (October 
1997). 
     
     Viaweb was founded in July 1995 by a group of friends from Harvard 
University's Ph.D. program in computer science.  The company is located in 
Cambridge, Mass., and currently has 21 full-time employees.

ABOUT YAHOO!

     Yahoo! Inc. (NASDAQ: YHOO) is a global Internet media company that 
offers a network of branded Web programming serving millions of users daily.  
As the first online navigational guide to the Web, www.yahoo.com, is the 
single largest guide in terms of traffic, advertising, household and business 
user reach, and is one of the most recognized brands associated with the 
Internet. Yahoo! Inc. provides targeted Internet resources and communications 
services for a broad range of audiences, based on demographic, key-subject 
and geographic interests. Yahoo! is headquartered in Santa Clara, Calif.
     
     This announcement contains forward looking statements that involve risks 
and uncertainties, including those relating to the company's ability to 
successfully complete the acquisition of Viaweb, to expand its electronic 
commerce offerings and to effectively integrate Viaweb's operations and 
services into those of the company.  More information about potential factors 
which could affect the company's financial results is included in the 
company's annual report on Form 10-K for the year ended Dec. 31, 1997, 
including (without limitation) under the captions, "Management's Discussion 
and Analysis of Financial Condition and Results of Operations," "Risk 
Factors," "Competition" and "Proprietary Rights," and the company's quarterly 
report on Form 10-Q for the period ended March 31, 1998, which are on file 
with the Securities and Exchange Commission (http://www.sec.gov).

                                    # # #

             Yahoo! and the Yahoo! logo, are registered trademarks 
       of Yahoo! Inc. Viaweb and Viaweb Store are trademarks and/or 
       registered trademarks of Viaweb, Inc. All other names are 
       trademarks and/or registered trademarks of their respective 
       owners.
                                          
                                          
PRESS CONTACTS:

Blaise Simpson, NRW PR, 650-827-7065, [email protected]
Dana Young, Yahoo! Inc., 408-616-3631, [email protected]



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