UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Yahoo! Inc.
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(Name of Issuer)
Common Stock, par value $0.00017 per share
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(Title of Class of Securities)
984332-10-6
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(CUSIP Number)
RONALD FISHER STEPHEN A. GRANT, ESQ.
SOFTBANK HOLDINGS INC. SULLIVAN & CROMWELL
10 LANGLEY ROAD, SUITE 403 125 BROAD STREET
NEWTON CENTER, MA 02159 NEW YORK, NY 10004
(617) 928-9300 (212) 558-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 16, 1999
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(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(continued on following pages)
<PAGE>
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CUSIP NO. 984332-10-6 13D PAGE 2 OF 17 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK America Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 56,265,128(1)
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
56,265,128(1)
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,265,128(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%(1)
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14 TYPE OF REPORTING PERSON
HC, CO
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(1) See Item 5.
<PAGE>
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CUSIP NO. 984332-10-6 13D PAGE 3 OF 17 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Holdings Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 56,265,128(1)
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
56,265,128(1)
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,265,128(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%(1)
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14 TYPE OF REPORTING PERSON
HC, CO
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(1) See Item 5.
<PAGE>
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CUSIP NO. 984332-10-6 13D PAGE 4 OF 17 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 56,356,630(1)
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
56,356,630(1)
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,356,630(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%(1)
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14 TYPE OF REPORTING PERSON
HC, CO
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(1) See Item 5.
<PAGE>
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CUSIP NO. 984332-10-6 13D PAGE 5 OF 17 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Masayoshi Son
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 56,356,630(1)
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
56,356,630(1)
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,356,630(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%(1)
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14 TYPE OF REPORTING PERSON
IN
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(1) See Item 5.
<PAGE>
CUSIP No. 984332-10-6 Page 6 of 17 Pages
Mr. Masayoshi Son, a Japanese citizen, SOFTBANK Corp., a Japanese
corporation ("Softbank"), SOFTBANK Holdings Inc., a Delaware corporation ("SBH")
and SOFTBANK America Inc., a Delaware corporation ("SB America" and, together
with Mr. Son, Softbank and SBH, the "Reporting Persons"), hereby amend and
restate the report on Schedule 13D for the Reporting Persons, dated January 12,
1999 (the "Original Schedule 13D"), filed by the Reporting Persons and MAC Inc.
with respect to the Common Stock, par value $0.00017 per share (the "Common
Stock"), of Yahoo! Inc., a California corporation (the "Issuer"), beneficially
owned by them.
Item 1. Security and Issuer.
-------------------
This amendment to and restatement of Schedule 13D (this "Statement")
relates to the Common Stock. The principal executive offices of the Issuer are
located at 3420 Central Expressway, Suite 201, Santa Clara, California 95051.
Item 2. Identity and Background.
-----------------------
SB America, a Delaware corporation, is a wholly owned subsidiary of
SBH, a Delaware corporation. SBH is a wholly owned subsidiary of Softbank, a
Japanese corporation. As of December 31, 1998, Mr. Son, a Japanese citizen,
owned, directly or indirectly, an approximate 43.3% interest in Softbank.
Mr. Son's principal occupation is president and chief executive officer
of Softbank and his business address is c/o SOFTBANK Corp., 24-1
Nihonbashi-Hakozakicho, Chuo-Ku, Tokyo 103-8501, Japan. Softbank's principal
businesses include the provision of information and distribution services and
infrastructure for the digital information industry, the distribution of
computer software and network products and the publication of Japanese computer
technology magazines. The principal business of SBH and SB America is to serve
as holding companies for operations and investments of Softbank.
<PAGE>
CUSIP No. 984332-10-6 Page 7 of 17 Pages
None of the Reporting Persons, nor, to their best knowledge and belief,
any of their respective executive officers or directors, has during the last
five years been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Annexes A-1, A-2 and A-3 hereto set forth the business address of SB
America, SBH and Softbank, respectively, and with respect to each executive
officer and director of SB America, SBH and Softbank, respectively, the
following information: (a) name, (b) residence or business address, (c) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted
and (d) citizenship.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
After conversion of SBH's preferred stock upon completion of the
Issuer's initial public offering of securities pursuant to an effective
registration statement and prospectus dated April 12, 1996, SBH held 9,515,228
shares of Common Stock. After a 3-for-2 stock split effective August 11, 1997,
SBH held 14,272,842 shares of Common Stock.
On December 31, 1997, SBH entered into a Stock Purchase Agreement with
GeoCities Inc., a California corporation ("GeoCities"), the Issuer and Sellers
(as defined therein) (the "GeoCities Stock Purchase Agreement") which was filed
as an exhibit to the Registration Statement on Form S-1 dated July 21, 1998
filed by GeoCities. The GeoCities Stock Purchase Agreement is incorporated by
reference into this Item 3. Pursuant to the GeoCities Stock Purchase Agreement,
SBH exchanged 350,000 shares of Common Stock for 600,000 shares of common stock,
par value $0.0005 per share, of GeoCities. Pursuant to a Registration Statement
on Form S-3 dated January 8, 1998, SBH sold 150,000 shares of Common Stock on
January 21, 1998 and 320,000 shares of Common Stock on January 26, 1998 to fund
second and third purchases of GeoCities common stock.
On July 7, 1998, pursuant to a Stock Purchase Agreement dated as of
even date therewith between the Issuer and SBH, SBH purchased 1,363,440 shares
of Common Stock for $250 million. SBH used its net working capital to fund this
acquisition. After a 2-for-1 stock split effective July 31, 1998, SBH owned
29,632,564 shares of Common Stock.
<PAGE>
CUSIP No. 984332-10-6 Page 8 of 17 Pages
On October 20, 1998 the Issuer merged with Yoyodyne Entertainment Inc.,
a Delaware corporation ("Yoyodyne"). Pursuant to an Agreement and Plan of Merger
dated as of October 9, 1998, SVI SOFTBANK Ventures, Inc., a Japanese corporation
("SVI") and wholly owned subsidiary of Softbank, received 45,751 shares of
Common Stock and warrants for 6,999 shares of Common Stock exercisable
immediately at $0.31 per share that expire on September 30, 2007 in exchange for
1,306,000.8 Yoyodyne Class A Preferred Shares and warrants for 218,117 shares of
Yoyodyne Common Stock.
On December 31, 1998, pursuant to a subscription agreement, SBH
contributed 29,632,564 shares of Common Stock to SB America.
Except as described above, none of the persons listed in the Annexes
hereto contributed any funds or other consideration towards the purchase of the
Common Stock.
Item 4. Purpose of the Transaction.
--------------------------
On February 16, 1999, SB America agreed to a block trade sale of
1,717,111 shares of Common Stock to Goldman, Sachs & Co. and sold 1,282,889
shares in brokers' transactions through Goldman, Sachs & Co. These transactions
are scheduled to settle on February 19, 1999. See Item 5.
Each Reporting Person expects to evaluate on an ongoing basis the
Issuer's financial condition, business operations and prospects, market price of
the Common Stock, conditions in securities markets generally, general economic
and industry conditions and other factors. Accordingly, each Reporting Person
reserves the right to change its plans and intentions at any time, as it deems
appropriate. In particular, each Reporting Person may, at any time and from time
to time: acquire additional Common Stock or securities convertible or
exchangeable for Common Stock; dispose of shares of Common Stock; and/or enter
into privately negotiated derivative transactions with institutional
counterparties to hedge the market risk of some or all of its positions in the
Common Stock. Any such transactions may be effected at any time and from time to
time subject to any applicable limitations of the Securities Act of 1933, as
amended (the "Securities Act"), and the contractual restrictions described in
Item 6. To the knowledge of each Reporting Person, each of the persons listed on
Annex A-1, Annex A-2 and A-3 hereto may make the same evaluation and reserves
the same rights.
<PAGE>
CUSIP No. 984332-10-6 Page 9 of 17 Pages
As of the date of the filing of this statement, none of the Reporting
Persons, nor, to their best knowledge and belief, any of their respective
executive officers or directors, has any other plan or proposal which relates to
or would result in any of the actions set forth in parts (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The percentage interest held by each Reporting Person presented
below is based on the number of shares of Common Stock reported to be
outstanding as of February 15, 1999 communicated to the Reporting Persons by the
Issuer (the "Outstanding Shares").
On February 5, 1999, the Issuer effected a two-for-one stock split
pursuant to which SB America received one additional share of Common Stock for
each share it owned on the record date of January 22, 1999. As of the date of
the filing of this statement, SB America beneficially owns, and SBH, Softbank
and Mr. Son may be deemed to beneficially own through SB America, 56,265,128
shares of Common Stock, representing approximately 28.1% of the Outstanding
Shares.
On February 16, 1999, SB America sold 1,282,889 shares of Common Stock
through Goldman, Sachs & Co., who acted on an agency basis for the account of SB
America, in brokers' transactions at various market prices for aggregate gross
proceeds (before deduction of brokers' commissions) of approximately
$183,438,000. In addition, following the execution of these brokers'
transactions, SB America sold 1,717,111 shares to Goldman, Sachs & Co. in a
block trade sale at an average price per share of $134. These transactions are
scheduled to close on February 19, 1999. After giving effect to such sales, the
percentage interests of the Reporting Persons are as set forth below.
SVI beneficially owns, and Softbank and Mr. Son may be deemed to
beneficially own through SVI, 91,502 shares of Common Stock, representing
approximately less than 0.1% of the Outstanding Shares.
Softbank and Mr. Son may be deemed to beneficially own through SB
America, SBH and SVI 56,356,630 shares of Common Stock representing
approximately 28.1% of the Outstanding Shares.
Except as described in this Statement, neither SVI nor any of the
Reporting Persons, nor, to the best knowledge and belief of the Reporting
Persons, any of their respective executive officers or directors beneficially
owns any Common Stock or securities convertible into Common Stock.
(b) Each Reporting Person has the power to vote or direct the vote and
dispose or direct the disposition of the Common Stock beneficially owned by such
Reporting Person as indicated in pages 2 through 6 above. SVI, Mr. Son and
Softbank each has the sole power to vote or direct the vote and dispose or
direct the disposition of the Common Stock beneficially owned by SVI.
<PAGE>
CUSIP No. 984332-10-6 Page 10 of 17 Pages
(c) Except as described in this Statement, none of the Reporting
Persons, nor, to their best knowledge and belief, any of their respective
executive officers or directors, has effected any transaction in the Common
Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
- -------------------------------------------------------------
Pursuant to a Standstill and Voting Agreement dated as of March 12,
1996, between the Issuer and SBH, which is filed as an exhibit to this Statement
and incorporated by reference into this Item 6, SBH is prohibited from
purchasing additional shares of the Issuer's capital stock without the written
consent of a majority of the Issuer's Board of Directors if such purchase would
result in SBH owning more than 35% of the Issuer's capital stock (assuming the
exercise of all outstanding options and warrants to purchase capital stock). The
restrictions terminate on March 12, 2001 or earlier in the event that the
Issuer's founders, David Filo and Jerry Yang, own beneficially less than
2,500,000 shares of the Issuer's Common Stock, in the aggregate. Also, SBH's
maximum permitted percentage ownership increases to 49.5% of the Issuer's
capital stock (excluding options and warrant to purchase capital stock) in the
event that Messrs. Filo and Yang beneficially own in the aggregate less than
4,000,000 shares of Common Stock. The agreements also prohibit SBH from
disposing of shares representing more than 5% of the Issuer's capital stock
without approval of the Issuer's Board of Directors (other than in public market
sales under Rule 144 or pursuant to a registration statement filed by the
Issuer).
The Purchasers (including, as defined therein, SBH) and the Issuer
entered into a Second Amended and Restated Investor Rights Agreement, dated as
of March 12, 1996 (the "Investor Rights Agreement"), which is filed as an
exhibit to this Statement and incorporated by reference into this Item 6. The
Investor Rights Agreement provides SBH with the right to require the Issuer to
register any or all of the Common Stock held by it in a public offering pursuant
to the Securities Act. Such registration is subject to the right of the Issuer
to delay any exercise by SBH of this right for a period of up to 180 days if, in
the Issuer's judgment, the Issuer or any financing, acquisition, corporate
reorganization or other material transaction by the Issuer or any of its
subsidiaries then being conducted or about to be conducted would be adversely
affected. Pursuant to the Investor Rights Agreement, SBH also has the right to
"piggyback" or include its Common Stock in any registration of Common Stock made
by the Issuer.
The Amendment to Second Amended and Restated Investor Rights Agreement
dated July 7, 1998 among the Issuer and the Purchasers (including, as defined
therein, SBH), which is filed as an exhibit to this Statement and incorporated
by reference into this Item 6, specifically included in the rights granted to
SBH under the Investor Rights Agreement the shares purchased pursuant to the
Stock Purchase Agreement dated July 7, 1998 between the Issuer and SBH which was
filed as an exhibit to the Original Schedule 13D and is incorporated by
reference into this Item 6.
In a Subscription Agreement, dated December 31, 1998, between SBH and
SB America, which is filed as an exhibit to this Statement and incorporated by
reference into this Item 6, SBH subscribed to 100 shares of Common Stock of SB
America for a purchase price of $10 per share. As an additional contribution to
capital, SBH assigned and transferred to SB America all of its right, title and
interest in, inter alia, the Common Stock, free and clear of all liens,
encumbrances, equities or claims.
For a description of the Agreement and Plan of Merger dated as of
October 9, 1998, among the Issuer and Yoyodyne, see Item 3 of this Statement.
See Item 5 for a description of the arragements with Goldman, Sachs &
Co. with respect to the sale of 3,000,000 shares of Common Stock.
The summary descriptions contained in this Statement of certain
agreements and documents are qualified in their entirety by reference to the
complete texts of such agreements and documents filed as exhibits hereto and
incorporated herein by reference.
<PAGE>
CUSIP No. 984332-10-6 Page 11 of 17 Pages
Except as described in this Statement or in the exhibits hereto, none
of the Reporting Persons nor, to their best knowledge and belief, any of their
respective directors or executive officers, is a party to any other contract,
arrangement, understanding or relationship with respect to any securities of the
Issuer.
Item 7. Material to be filed as Exhibits.
--------------------------------
1. Second Amended and Restated Investor Rights Agreement, dated as of
March 12, 1996, among Yahoo! Inc., and the Purchasers (as defined
therein) (incorporated by reference to Exhibit 1 to the Original
Schedule 13D).
2. Stock Purchase Agreement, dated July 7, 1998 between the Issuer and
SOFTBANK Holdings, Inc. (incorporated by reference to Exhibit 2 to
the Original Schedule 13D).
3. Form 10-Q of Yahoo! Inc. filed on July 17, 1998 (incorporated by
reference to Exhibit 3 to the Original Schedule 13D).
4. Amendment to Second Amended and Restated Investor Rights Agreement,
dated as of July 7, 1998, between Yahoo! Inc. and the Holders (as
defined therein) (incorporated by reference to Exhibit 4 to the
Original Schedule 13D).
5. Subscription agreement by SOFTBANK Holdings Inc. to SOFTBANK America
Inc. dated December 31, 1998 (incorporated by reference to Exhibit 5
to the Original Schedule 13D).
6. Joint Filing Agreement (incorporated by reference to Exhibit 6 to the
Original Schedule 13D).
7. Stock Purchase Agreement, dated as of December 31, 1997, among
GeoCities, the Issuer and SBH and Sellers (as defined therein)
(incorporated by reference to Exhibit 10.24 to the Form S-1 dated
July 21, 1998 filed by GeoCities).
8. Agreement and Plan of Merger dated as of October 9, 1998, among the
Issuer, YO Acquisition Corp. and Yoyodyne (incorporated by reference
to Exhibit 8 to the Original Schedule 13D).
9. Standstill and Voting Agreement dated as of March 12, 1996, between the
Issuer and SBH (incorporated by reference to Exhibit 9 to the Original
Schedule 13D).
10. Power of Attorney (incorporated by reference to Exhibit 24 to the
Statement on Schedule 13G filed by Softbank, Mr. Son and SVI on
February 18, 1998 with respect to Concentric Network Corporation).
<PAGE>
CUSIP No. 984332-10-6 Page 12 of 17 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 17, 1999
SOFTBANK AMERICA INC.
By: /s/ Stephen A. Grant
--------------------------------
Attorney-in-fact
SOFTBANK HOLDINGS INC.
By: /s/ Stephen A. Grant
-------------------------------
Secretary
SOFTBANK CORP.
By: /s/ Stephen A. Grant
-------------------------------
Attorney-in-fact
MASAYOSHI SON
By: /s/ Stephen A. Grant
-------------------------------
Attorney-in-fact
<PAGE>
CUSIP No. 984332-10-6 Page 13 of 17 Pages
ANNEX A-1
The name, position and present principal occupation of each director and
executive officer of SOFTBANK America Inc. are set forth below.
The business address for SB America and the executive officers and directors
listed below is SOFTBANK America Inc., 300 Delaware Avenue, Suite 900,
Wilmington, DE 19801.
All executive officers and directors listed below are United States citizens,
except Mr. Son, Hitoshi Hasegawa and Yoshitaka Kitao, who are citizens of Japan.
Name Position Present Principal Occupation
- ---------------- --------------------- -----------------------------
Masayoshi Son Chairman and Director President and Chief Executive
Officer of SOFTBANK Corp.
Yoshitaka Kitao Director Executive Vice President and
Chief Financial Officer of
SOFTBANK Corp.
Ronald Fisher Vice Chairman and Vice Chairman of SOFTBANK
Director Holdings Inc.
Steven Murray Treasurer Controller of SOFTBANK
Holdings Inc.
Hitoshi Hasegawa Secretary General Counsel of
SOFTBANK Corp.
<PAGE>
CUSIP No. 984332-10-6 Page 14 of 17 Pages
ANNEX A-2
The name, position and present principal occupation of each director and
executive officer of SOFTBANK Holdings Inc. are set forth below.
The business address of SOFTBANK Holdings Inc. and the executive
officers and directors listed below is SOFTBANK Holdings., 10 Langley Road,
Suite 403, Newton Center, MA 02159. The principal business addresses of STV IV
LLC, Ziff-Davis, Inc. and Sullivan & Cromwell are: STV IV LLC, 333 W. San Carlos
Street, Suite 1225, San Jose, CA 95110; Ziff-Davis Inc., One Park Avenue, New
York, New York 10016; and Sullivan & Cromwell, 125 Broad Street, New York, New
York 10004.
All executive officers and directors listed below are United States citizens,
except Mr. Son and Yoshitaka Kitao, who are citizens of Japan.
Name Position Present Principal Occupation
- ---------------- --------------------- -----------------------------
Masayoshi Son Chairman and Director President and Chief Executive
Officer of SOFTBANK Corp.
Yoshitaka Kitao Director Executive Vice President and
Chief Financial Officer of
SOFTBANK Corp.
Ronald Fisher Vice Chairman and Vice Chairman of SOFTBANK
Director Holdings Inc.
Gary Reischel Senior Vice President Executive Managing Director,
STV IV LLC
Stephen A. Grant Secretary Partner, Sullivan & Cromwell
Thomas L. Wright Vice President and Treasurer of Ziff-Davis Inc.
Treasurer
Louis DeMarco Vice President - Tax Vice President - Tax
Charles R. Lax Vice President Managing Director, STV IV LLC
<PAGE>
CUSIP No. 984332-10-6 Page 15 of 17 Pages
ANNEX A-3
---------
The name, position and present principal occupation of each director and
executive officer of SOFTBANK Corp. are set forth below.
The business address of SOFTBANK Corp. and the executive officers and directors
listed below is SOFTBANK Corp., 24-1 Nihonbashi-Hakozakicho, Chuo-Ku, Tokyo
103-8501, Japan. The addresses of PASONA SOFTBANK Inc., Yahoo Japan Corporation
and Heiwa Corporation are: PASONA SOFTBANK Inc., Shinjuku Mines Tower 28F, 2-1-1
Yoyogi, Sibuyaku-ku, Tokyo 151-8517; Yahoo Japan Corporation, 3-42-3,
Nihonbashi-Hamcho, Chuo-ku, Tokyo 103 Japan; and Heiwa Corporation, 2-3014-8
Hirosawa-cho, Kiryu, Gunma 376, Japan.
All executive officers and directors listed below are Japanese citizens, except
Ronald Fisher and Eric Hippeau, who are citizens of the United States.
Name Position Present Principal Occupation
- ---------------- --------------------- -----------------------------
Masayoshi Son President, President and Chief Executive
Chief Executive Officer Officer of SOFTBANK Corp.
and Director
Yoshitaka Kitao Executive Vice Executive Vice President and
President, Chief Chief Financial Officer of
Financial Officer and SOFTBANK Corp.
Director
Ken Miyauchi Executive Vice Executive Vice President,
President, Software & Network Products
Software & Network Division of SOFTBANK Corp.
Products Division and
Director
Makoto Okazaki Executive Vice Executive Vice President,
President, Publishing Division of
Publishing Division and SOFTBANK Corp.
Director
<PAGE>
CUSIP No. 984332-10-6 Page 16 of 17 Pages
Name Position Present Principal Occupation
- ---------------- --------------------- -----------------------------
Norikazu Ishikawa Executive Vice Executive Vice President,
President, Human Resources & General
Human Resources & Affairs Division of
General Affairs Division SOFTBANK Corp.
and Director
Takashi Eguchi Director President, Chief Executive
Officer of PASONA
SOFTBANK Inc.
Masahiro Inoue Director President, Chief Executive
Officer of Yahoo Japan
Corporation
Ronald Fisher Director Vice Chairman of SOFTBANK
Holdings Inc.
Eric Hippeau Director Chairman and Chief Executive
Officer, Ziff-Davis Inc.
Mitsuo Sano Full-Time Corporate Full-Time Corporate Auditor of
Auditor SOFTBANK Corp.
Katsura Sato Corporate Auditor Corporate Auditor of
SOFTBANK Corp.
Saburo Kobayashi Corporate Auditor Full-Time Corporate Auditor
of Heiwa Corporation
Hidekazu Kubokawa Corporate Auditor Certified Public Accountant,
Licensed Tax Accountant
