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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 (Date of earliest event reported): July 20, 1999
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YAHOO! INC.
(Exact name of registrant as specified in its charter)
0-26822
(Commission File Number)
Delaware 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 July 20, 1999, Yahoo! completed the acquisition of broadcast.com inc. A
copy of the press release is included herein as Exhibit 99.1 and is
incorporated by reference into this Item 5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
99.1 Press Release dated July 20, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
YAHOO! INC.
Date: July 20, 1999 By: /s/ Gary Valenzuela
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Gary Valenzuela
Senior Vice President, Finance and
Administration, and Chief Financial
Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press Release dated July 20, 1999.
</TABLE>
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FOR IMMEDIATE RELEASE
YAHOO! COMPLETES BROADCAST.COM ACQUISITION
COMPANIES TO INTEGRATE RICH MULTIMEDIA CONTENT,
ADVERTISING AND BUSINESS SERVICES
SANTA CLARA, Calif. - July 20, 1999 - Yahoo! Inc. (Nasdaq: YHOO)
today announced it has completed its acquisition of broadcast.com inc., the
Web's leading aggregator and broadcaster of streaming audio and video
programming. The combination of Yahoo! and broadcast.com expands the unique,
rich audio and video content available throughout Yahoo!'s global network
serving 80 million unique users per month. The acquisition also provides
additional distribution for content and services partners and expands the
business services and Fusion Marketing Online-TM- (FMO) programs available to
Yahoo! advertisers and businesses. Yahoo! plans to integrate broadcast.com
content and services during the third quarter of 1999.
"We successfully completed the broadcast.com acquisition ahead of
schedule and are moving swiftly to integrate the company's audio and video
programming, business services, and advertising programs into Yahoo!," said
Jeff Mallett, Yahoo!'s president and chief operating officer. "This
acquisition is a natural fit for both companies as well as our customers. As
a result, we plan to deliver an even richer Web experience to our users
worldwide as well as expanded business services, marketing, and distribution
opportunities for our respective clients."
INTEGRATED MULTIMEDIA PROGRAMMING
Broadcast.com is the leading aggregator and broadcaster of streaming
media programming on the Web with the network infrastructure and expertise to
deliver or "stream" hundreds of live and on-demand audio and video programs
over the Internet and intranets. The broadcast.com site will remain the
central aggregation site where users can access a vast array of audio and
video programming on the Web. In addition, broadcast.com inc., now Yahoo!
Broadcast Services, will integrate rich audio and video programming into
popular vertical areas in Yahoo!'s global network, including Yahoo! News,
Yahoo! Finance, Yahoo! Sports, Yahoo! Auctions, Yahoo! Shopping, and Yahoo!
Music. Yahoo! Broadcast Services features programming from 420 radio stations
and networks, 56 television stations and cable networks, and game broadcasts
and other programming for more than 450 college and professional sports
teams. Additionally, the service delivers a comprehensive selection of
programming including business events, full-length CDs, and full-length audio
books. This content is available to Web users through the scalable, digital
distribution network broadcast.com has built, which delivers high-speed,
high-quality audio and video through virtually any delivery mechanism or
access device.
ADVANCED MULTIMEDIA ADVERTISING
The combination of Yahoo! and broadcast.com accelerates the ability
of advertisers and merchants to promote their businesses and products through
rich, scalable, multi-dimensional audio and video advertising and
programming. The integration of Yahoo! Broadcast Services further expands
Yahoo!'s FMO integrated marketing strategy for clients worldwide. FMO is
designed to leverage Yahoo!'s significant worldwide audience, traffic, and
database to provide customized and measurable marketing solutions. FMO
combines a full range of marketing options from targeted advertising,
promotions and direct marketing to enable businesses to conduct online
commerce, provide merchandising services, and support loyalty programs.
Through the acquisition, Yahoo! is adding multimedia advertising, custom
broadcasting, audio and video hosting, and production and programming of live
events to its extensive suite of FMO marketing services.
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YAHOO! COMPLETES BROADCAST.COM ACQUISITION/PAGE 2
"With Yahoo! Broadcast Services, our advertisers and merchants can
integrate audio and video elements to create new interactive multimedia
advertising programs for our extensive global audience," said Anil Singh,
Yahoo!'s senior vice president of sales. Clients such as Dell, Ford, IBM,
Microsoft, and Volvo already use Yahoo! and broadcast.com business and
marketing services.
YAHOO! BROADCAST SERVICES ORGANIZATION
Broadcast.com, now Yahoo! Broadcast Services, will continue to be
located in Dallas, Texas, where it will operate as a business unit of Yahoo!
Inc. Mark Cuban, chairman and president, and Todd Wagner, CEO of
broadcast.com have been named vice presidents of Yahoo!. They will continue
to have day-to-day operating and management responsibility for Yahoo!
Broadcast Services, and will provide technical, operational and strategic
direction to provide streaming content and services to the global Yahoo!
network and business services clients. Yahoo! Broadcast Services' business
services sales group and media sales force will be integrated into Yahoo!'s
sales organization. The broadcast.com Web site will be integrated into
Yahoo!'s network production group. Yahoo! plans to continue expanding Yahoo!
Broadcast Services, which currently has 335 employees.
EXPANDED BUSINESS SERVICES
Yahoo! Broadcast Services is the latest component of the
comprehensive suite of business services Yahoo! offers to enable companies to
conduct business online and reach large audiences. Broadcast.com is a leading
provider of turnkey corporate communications solutions on the Web, including
product launches, seminars, keynote addresses, distance learning, annual
shareholder meetings, quarterly earnings calls, and investor roadshows. The
combination of Yahoo! and broadcast.com provides a broader range of targeted
distribution services throughout the Yahoo! and broadcast.com networks,
building on business services Yahoo! has previously announced including
integrated external and internal content solutions for corporate clients,
intranet communication and information services, site and store creation and
hosting services, and small business tools and information. Yahoo! also
offers PC and device manufacturers a comprehensive solution that results in
easier consumer access to content services on the Web. In addition, Yahoo!
has the ability to enable businesses to deliver content and services to a
wide array of non-PC and wireless devices.
The broadcast.com acquisition is being accounted for as a pooling of
interests. Yahoo! will exchange approximately 28,645,000 shares of Yahoo!
common stock for approximately 37,096,000 shares of broadcast.com common
stock. Additionally, Yahoo! will convert approximately 6,633,000
broadcast.com stock options into approximately 5,122,000 Yahoo! stock
options. Yahoo! expects to record a one-time charge of approximately $22
million in the third fiscal quarter of 1999 relating to the broadcast.com
acquisition
ABOUT YAHOO!
Yahoo! Inc. (Nasdaq: YHOO) is a global Internet media company that
offers a branded network of comprehensive information, communication and
shopping services to 80 million users worldwide. As the first online
navigational guide to the Web, www.yahoo.com is the leading guide in terms of
traffic, advertising, household and business user reach, and is one of the
most recognized brands associated with the Internet. The company's global Web
network includes 19 World properties. Yahoo! has offices in Europe, the Asia
Pacific, South America, Canada and the United States, and is headquartered in
Santa Clara, Calif.
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YAHOO! COMPLETES BROADCAST.COM ACQUISITION/PAGE 3
This announcement contains forward-looking statements that involve
risks and uncertainties including the ability to successfully integrate the
two companies, and to realize the synergies and other perceived advantages
resulting from this acquisition, including those relating to Yahoo!'s ability
to grow its user and advertiser bases, dependence on third-party content
providers, availability of streaming media technology, the ability to scale
broadcast.com's operations, and to achieve expectations for anticipated
financial results based on the combined entity. More information about
potential factors that could affect Yahoo!'s ability to make this acquisition
successful and continue to grow the business is included in the company's
Annual Report on Form 10-K for the year ended Dec. 31, 1998, as amended, the
company's Quarterly Report on Form 10-Q for the period ended March 31, 1999,
and the company's Current Report on Form 8-K/A and the company's Registration
Statement on Form S-4 filed June 8, 1999, including (without limitation)
under the captions, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Risk Factors," "Competition," and
"Proprietary Rights," which are on file with the Securities and Exchange
Commission (http://www.sec.gov).
# # #
Yahoo!, the Yahoo! logo, Fusion Marketing Online, FMO, and Broadcast.com are
trademarks and/or registered trademarks of Yahoo! Inc.
All other names are trademarks and/or registered trademarks of
their respective owners.
EDITORS NOTE: Screen graphics for publication at
http://docs.yahoo.com/docs/pr/bcast/broadcast.html
PRESS CONTACTS:
Blaise Simpson, NRW PR, (650) 827-7065, [email protected]
Diane Hunt, Yahoo! Inc., (408) 731-3441, [email protected]
Sherry Manno, broadcast.com, (214) 748-6660 ext. 4028, [email protected]
