<PAGE>
As filed with the Securities and Exchange Commission on July 26, 1999
Registration No. 333-80227
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
POST EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
YAHOO! INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0398689
(State of incorporation) (I.R.S. Employer Identification No.)
3420 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051
(Address of principal executive offices)
-----------------------------
1998 STOCK OPTION PLAN
1996 STOCK OPTION PLAN
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the Plans)
-----------------------------
GARY VALENZUELA
SENIOR VICE PRESIDENT, FINANCE AND ADMINISTRATION
AND CHIEF FINANCIAL OFFICER
YAHOO! INC.
3420 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051
(408) 731-3300
(Name, address and telephone number, including area code, of agent for service)
-----------------------------
Copy to:
Joshua L. Green
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(605) 854-4488
=============================================================================
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends Registration Statement
No. 333-80227, which was previously filed on Form S-4 (the "Original
Registration Statement") by Yahoo! Inc. (the "Registrant") in connection with
the merger of broadcast.com inc. with and into Alamo Acquisition Corp., a
wholly owned subsidiary of Registrant. All of the shares of Common Stock of
Registrant included in this Post-Effective Amendment No. 1 were included in
and registered on the Original Registration Statement and the applicable
filing fee was paid at the time of filing. Such shares include up to
5,234,148 shares of Common Stock of Registrant issuable under the
broadcast.com 1998 Stock Option Plan, the broadcast.com 1996 Stock Option
Plan, and the broadcast.com 1996 Non-Employee Directors Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "COMMISSION") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (as amended April 29, 1999) (File No. 000-28018).
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 (File No. 000-28018).
(c) The Registrant's Proxy Statement dated March 19, 1999, filed in
connection with Registrant's May 14, 1999 Annual Meeting of Shareholders.
(d) The Registrant's Current Reports on Form 8-K filed with the
Commission on January 13, 1999, January 29, 1999, April 5, 1999 (as amended
on April 19, 1999), April 8, 1999, June 2, 1999 (as amended on June 8, 1999),
July 8, 1999, and July 20, 1999.
(e) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission
on March 12, 1996, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its stockholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent
permissible under Delaware law. The Bylaws of the Registrant further provide
for indemnification of corporate agents to the maximum extent permitted by
the Delaware General Corporation Law. In addition, the Registrant has
entered into Indemnification Agreements with its officers and directors.
-2-
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C>
5.1 Opinion of Venture Law Group, A Professional Corporation.
23.1 Consent of Venture Law Group, A Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Independent Accountants.
*23.3 Power of Attorney.
</TABLE>
* Previously filed.
Item 9. 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 purposes of determining any liability under the
Securities Act, each such 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 the offering.
The undersigned Registrant hereby undertakes 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 the 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 Commission 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 a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant
will, unless in the opinion of its counsel the question has already been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
[Signature Pages Follow]
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Yahoo! Inc., a corporation organized and existing under the laws
of the State of Delaware, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 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 this 26th day of July 1999.
YAHOO! INC.
By: /s/ GARY VALENZUELA
--------------------------------------------
Gary Valenzuela
Senior Vice President, Finance and
Administration, and Chief Financial Officer
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
- --------- ----- ----
<S> <C> <C>
* /s/ GARY VALENZUELA Chairman and Chief Executive Officer July 26, 1999
- ----------------------------- (Principal Executive Officer)
Timothy Koogle
/s/ GARY VALENZUELA Senior Vice President, Finance and July 26, 1999
- ----------------------------- Administration, and Chief Financial
Gary Valenzuela Officer (Principal Financial Officer)
* /s/ GARY VALENZUELA Vice President, Finance July 26, 1999
- ----------------------------- (Chief Accounting Officer)
James J. Nelson
* /s/ GARY VALENZUELA President, Chief Operating Officer and July 26, 1999
- ----------------------------- Director
Jeff Mallett
* /s/ GARY VALENZUELA Director July 26, 1999
- -----------------------------
Eric Hippeau
* /s/ GARY VALENZUELA Director July 26, 1999
- -----------------------------
Arthur H. Kern
* /s/ GARY VALENZUELA Director July 26, 1999
- -----------------------------
Michael Moritz
* /s/ GARY VALENZUELA Director July 26, 1999
- -----------------------------
Jerry Yang
</TABLE>
* Signed by Gary Valenzuela, Attorney-in-Fact
-4-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of Venture Law Group, A Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Independent Accountants.
*23.3 Power of Attorney.
</TABLE>
* Previously filed.
<PAGE>
EXHIBIT 5.1
July 26, 1999
Yahoo! Inc.
3420 Central Expressway
Santa Clara, CA 95051
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT") filed by you with the Securities and Exchange
Commission (the "COMMISSION") on or about July 26, 1999, in connection with
the registration under the Securities Act of 1933, as amended, of up to a
total of 5,234,148 shares of your Common Stock (the "SHARES") reserved for
issuance under the broadcast.com 1998 Stock Option Plan, the broadcast.com
1996 Stock Option Plan, and the broadcast.com 1996 Non-Employee Directors
Stock Option Plan. As your counsel in connection with this transaction, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
Shares.
It is our opinion that upon conclusion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of
the Shares, and upon completion of the proceedings being taken in order to
permit such transactions to be carried out in accordance with the securities
laws of the various states where required, the Shares when issued and sold in
the manner described in the Registration Statement will be legally and
validly issued, fully paid and non-assessable.
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
appearing in the Registration Statement, including the Prospectus
constituting a part thereof, and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 8, 1999, except
as to the stock split described in Note 1 which is as of February 8, 1999,
relating to the consolidated financial statements and financial statement
schedules, which appears in Yahoo! Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1998, as amended on April 29, 1999, and our report dated
January 8, 1999, except as to the stock split described in Note 1 which is as of
February 8, 1999 and the poolings of interests with GeoCities, Encompass, Inc.,
and Online Anywhere and the reincorporation as described in Note 1 and Note 11
which are as of May 28, 1999, relating to the supplementary consolidated
financial statements of Yahoo! Inc.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
July 23, 1999
