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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1999
REGISTRATION NO. 333-67587
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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YAHOO! INC.
(Exact Name of Registrant as specified in its charter)
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<S> <C>
CALIFORNIA 77-0398689
(State of incorporation) (I.R.S. Employer Identification No.)
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3420 CENTRAL EXPRESSWAY
SANTA CLARA, CALIFORNIA 95051
(408) 731-3300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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GARY VALENZUELA
SENIOR VICE PRESIDENT, FINANCE AND ADMINISTRATION, AND CHIEF FINANCIAL OFFICER
3420 CENTRAL EXPRESSWAY
SANTA CLARA, CALIFORNIA 95051
(408) 731-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
JOSHUA L. GREEN
KEITH A. MILLER
KEVIN G. MONTLER
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement until October
20, 1999 or until such earlier time that all of the shares registered hereunder
have been sold.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, par value $0.00017 per
share...................................... 509,514 shares(3) 85.53125 43,579,369 12,115
</TABLE>
(1) The shares of common stock set forth in the Calculation of Registration Fee
Table, and which may be offered pursuant to this Registration Statement,
includes, pursuant to Rule 416 of the Securities Act of 1933, as amended,
such additional number of shares of the Registrant's common stock that may
become issuable as a result of any stock splits, stock dividends or similar
event.
(2) Estimated solely for the purpose of computing the amount of the registration
fee, based on the average of the high and low prices for the Company's
common stock as reported on the Nasdaq National Market on November 13, 1998
in accordance with Rule 457 under the Securities Act of 1933.
(3) Includes an aggregate of 40,594 shares issuable upon exercise of warrants
held by the selling shareholders.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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In accordance with Rule 416(b) promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), the number of shares of Common Stock
registered for sale under the Securities Act by the attached Registration
Statement on Form S-3 has been deemed to be increased to include the shares of
Common Stock issued in connection with the two-for-one stock split effected on
February 5, 1999 (the "Stock Split"), to the extent issued with respect to
shares designated by such registration statement but unsold as of the date of
the Stock Split.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Yahoo! Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California, on February 5, 1999.
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<S> <C> <C>
YAHOO! INC.
By: *
--------------------------------
Timothy Koogle
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
*
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Chairman, Chief Executive Officer and Director (Principal February 5, 1999
Timothy Koogle Executive Officer)
/s/ GARY VALENZUELA
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Senior Vice President, Finance and Administration, and Chief February 5, 1999
Gary Valenzuela Financial Officer (Principal Financial Officer)
*
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Vice President, Finance (Chief Accounting Officer) February 5, 1999
James J. Nelson
*
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Director February 5, 1999
Eric Hippeau
*
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Director February 5, 1999
Arthur H. Kern
/s/ JEFFREY A. MALLETT
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President, Chief Operating Officer and Director February 5, 1999
Jeffrey A. Mallett
*
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Director February 5, 1999
Michael Moritz
*
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Director February 5, 1999
Jerry Yang
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*By: /s/ GARY VALENZUELA
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Gary Valenzuela
ATTORNEY-IN-FACT
