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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): April 1, 1999
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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
incorporation or organization) Identification No.)
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 April 1, 1999, Yahoo! Inc. ("Yahoo!") and broadcast.com inc.
("broadcast.com") announced that they had entered into an Agreement and Plan
of Merger, dated as of March 31, 1999 (the "Agreement"), which sets forth the
terms and conditions of the proposed merger of a subsidiary of Yahoo! with
and into broadcast.com (the "Merger") pursuant to which broadcast.com will
become a wholly-owned subsidiary of Yahoo!. A copy of the joint press
release of Yahoo! and broadcast.com with respect to the Merger is included
herein as Exhibit 99.1. Such press release is incorporated by reference into
this Item 5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
99.1 Press Release dated April 1, 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: April 1, 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
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Press Release dated April 1, 1999 announcing the execution of the
Agreement and Plan of Merger.
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EXHIBIT 99.1
YAHOO! TO ACQUIRE BROADCAST.COM
YAHOO! TO DELIVER WEB'S LEADING BROADCAST AUDIO AND VIDEO
PROGRAMMING AND SERVICES
SANTA CLARA, CALIF. APRIL 1, 1999 - Yahoo! Inc. (NASDAQ: YHOO) today
announced it has signed a definitive agreement to acquire broadcast.com inc.
(NASDAQ: BCST). The acquisition combines the Web's leading aggregator and
broadcaster of streaming audio and video programming with one of the world's
leading Web networks serving more than 50 million unique users per month. The
acquisition expands Yahoo!'s rich multimedia content offerings for its users
and provides additional distribution for content and services partners and
enhanced services for advertisers and businesses.
Under the terms of the agreement, Yahoo! will issue 0.7722 of a share of
Yahoo! common stock for each share of broadcast.com common stock. In
addition, all outstanding options of broadcast.com will be converted into
Yahoo! options. The acquisition, which will be accounted for as a pooling of
interests and is subject to certain conditions, including regulatory approval
and approval by broadcast.com shareholders, is expected to be completed in
the third quarter of 1999. Yahoo! expects to record a one-time charge in the
third quarter of 1999 relating to acquisition expenses.
"Broadcast.com's tremendous first-to-market advantage has made it the leading
destination on the Web for audio and video broadcasts, and it will provide
significant added value to Yahoo!'s audiences worldwide," said Tim Koogle,
chairman and CEO of Yahoo!. "The acquisition of broadcast.com is a natural
extension of our strategy to deliver the ultimate experience to Web users and
a powerful advertising and distribution platform for both companies' content,
advertising and business services providers."
The acquisition of broadcast.com further supports Yahoo!'s commitment to
deliver the Web's leading content and services to its users, business
partners and advertisers worldwide. The companies plan to provide Web users
with the most comprehensive audio and video offerings on the Web. In
addition, content and business partners will have a full turnkey audio and
video streaming solution. Upon completion of the acquisition, Yahoo!'s
advertisers and merchants will have expanded options to promote their
businesses through the company's Fusion Marketing Online (FMO) integrated
marketing programs, including multimedia advertising and business services
hosting opportunities.
"Broadcast.com has built a scalable digital distribution network designed to
deliver streaming audio and video to mass audiences, through any delivery
mechanism or access device," said Mark Cuban, chairman and president of
broadcast.com. Todd Wagner, CEO of broadcast.com, added, "This acquisition
expands broadcast.com's mission to be the Web's leading broadcast services
company in the world. Combining our Internet broadcasting expertise with
Yahoo!'s position as one of the Web's leading global branded networks will
enable us to extend our multimedia business services to an even larger
customer and audience base."
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Upon completion of the merger, Yahoo! will exchange approximately 28,334,000
shares of Yahoo! common stock for approximately 36,692,000 shares of
broadcast.com common stock. Additionally, Yahoo! will convert approximately
7,131,000 broadcast.com stock options into approximately 5,507,000 Yahoo!
stock options.
Yahoo! and broadcast.com will hold a press and industry analyst conference
call today at 12:00 p.m. ET/9:00 a.m. PT. Members from both companies will be
available for comment. Individuals can conveniently listen to the media and
analyst call live via broadcast.com by going to http://webevents.broadcast.com/
yahoo/mediabriefing0499/ on the Web. An archive of the briefing will be
available at the same Web address following the call.
ABOUT BROADCAST.COM
Founded in 1995, broadcast.com is the leading aggregator and broadcaster of
streaming media programming on the Web with the network infrastructure to
deliver hundreds of live and on-demand audio and video programs over the
Internet to hundreds of thousands of users. The company broadcasts audio and
video programming from television and radio stations and networks such as BBC
World Service, A. H. Belo Corporation, CNN Audioselect and Granite
Broadcasting; college and professional sports organizations such as Major
League Baseball and the National Hockey League; and full-length CDs, films
and audiobooks. Broadcast.com's Business Services group provides live and
on-demand turnkey Internet broadcasting services to hundreds of businesses
and organizations including AT&T, Dell, Forbes, Harvard University, Intel,
and Microsoft. Broadcast.com also offers multimedia advertising opportunities
on the Web, including audio and video gateway ads, commercials within
broadcast.com programming, and channel and event sponsorships.
ABOUT YAHOO!
Yahoo! Inc. is a global Internet media company that offers a branded network
of comprehensive information, communication and shopping services to millions
of users daily. As the first online navigational guide to the Web,
www.yahoo.com is a 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 18 world
properties. Yahoo! has offices in Europe, the Asia Pacific, South America and
Canada, and is headquartered in Santa Clara, Calif.
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 Yahoo!'s ability to grow its user
and advertiser bases 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 are included in Yahoo!'s Annual
Report on Form 10-K for the year ended Dec. 31, 1998 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
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Securities and Exchange Commission. More information about potential factors
that could affect broadcast.com's business and financial results are in
broadcast.com's Annual Report on Form 10-K for the year ended Dec. 31, 1998,
which are on file with the Securities and Exchange Commission. In addition,
information about this transaction will be included in the combined
Prospectus and Proxy Statement to be filed with the Securities and Exchange
Commission (http://www.sec.gov).
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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, x2156, [email protected]
Yahoo!, Fusion Marketing Online and the Yahoo! logo are trademarks and/or
registered trademarks of Yahoo! Inc. broadcast.com is a registered trademark
of broadcast.com inc. All other names are trademarks and/or registered
trademarks of their respective owners.
