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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): January 27, 1999
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 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 January 28, 1999, Yahoo! Inc. ("Yahoo!") and GeoCities anounced that they
had entered into an Agreement and Plan of Merger, dated as of January 27,
1999 (the "Agreement"), which sets forth the terms and conditions of the
proposed merger of a subsidiary of Yahoo! with and into GeoCities (the
"Merger") pursuant to which GeoCities will become a wholly-owned subsidiary
of Yahoo!. A copy of the joint press release of Yahoo! and GeoCities 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 January 28, 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: January 28, 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 January 28, 1999 announcing the
execution of the Agreement and Plan of Merger.
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EXHIBIT 99.1
Yahoo! to Acquire GeoCities
Two of Web's Leading Brands Form World's Largest Online Community
SANTA CLARA, Calif., Jan. 28 /PRNewswire/ -- Yahoo! Inc. (Nasdaq: YHOO) today
announced it has signed an agreement to acquire GeoCities, (Nasdaq: GCTY),
the definitive leader in personal publishing tools and Web-based communities.
The acquisition combines two of the largest and most popular services on the
Internet. This powerful combination enhances Yahoo!'s position as one of the
world's leading global branded Web networks.
Under the terms of the agreement, Yahoo!-Registered Trademark- will issue
0.3384 shares of Yahoo! common stock for each share of GeoCities common
stock. In addition, all outstanding options of GeoCities will be converted
into Yahoo! options. The acquisition, which will be accounted for as a
pooling of interests and is subject to certain conditions, regulatory
approval and approval by GeoCities shareholders, is expected to be completed
in the second quarter of 1999. Yahoo! expects to record a one-time charge in
the second fiscal quarter of 1999 relating to acquisition expenses.
GeoCities, founded in 1994, pioneered and defined the Web community
experience. With more than 3.5 million sites authored and hosted on
GeoCities, the company has built one of the Web's largest communities.
GeoCities' easy-to-use and innovative publishing tools, which recently
received C|Net's "Editors' Choice" award, allow non-technical users to
instantly create, publish and update content on the Web. With 74 percent more
reach than its next closest competitor (Media Metrix, December 1998),
GeoCities' popular personal publishing services have made it one of the top
three individual sites on the Web. GeoCities.com's combined home/work reach
of 33.4 percent (Media Metrix, December 1998) is evidence of its brand
strength and broad appeal to users worldwide. With the addition of GeoCities
to the Yahoo! network, the companies expect their combined unduplicated
home/work reach to exceed 58 percent, which would make it the second largest
network of properties on the Web.
"GeoCities has built the Web's most popular and widely used community,"
said Tim Koogle, chairman and CEO, Yahoo!. "Through this acquisition, we
are accelerating our global leadership position by combining two of the Web's
strongest brands and most heavily used services into one powerful offering."
With more than 35 million unique registrations for its member services
worldwide, Yahoo! has built one of the Web's largest registered communities.
Yahoo! has continued to expand its comprehensive, global branded network of
properties where its members can create, publish and communicate
user-generated content with others on the Web. Through GeoCities, Yahoo! will
be able to integrate and distribute a powerful set of state-of-the-art
editing tools and content published through personal homepages in an array of
services, such as Yahoo! Clubs, Yahoo! Classifieds, Yahoo! Shopping, Yahoo!
Auctions, and other areas of the network. In addition, GeoCities provides a
powerful platform for distributing Yahoo! services to GeoCities' extensive
community of members, including shopping, communications, and personalized
services.
"We are thrilled to be joining the Yahoo! team," said Tom Evans, president
and CEO of GeoCities. "This combination will allow us to accelerate our
offerings to GeoCities and Yahoo! users worldwide."
Yahoo!, upon completion of the merger, will exchange approximately 10,613,000
shares of Yahoo! common stock for approximately 31,361,000 shares of
GeoCities common stock. Additionally, Yahoo! will convert approximately
8,945,000 GeoCities stock options into approximately 3,027,000 Yahoo! stock
options.
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About GeoCities
Based in Marina del Rey, Calif., GeoCities has offices in London, New York
and San Francisco, and is one of the largest and fastest-growing communities
of personal Web sites on the Internet. More than 3.5 million GeoCities
Homesteaders have created over 32 million pages of personalized content. In
December 1998, GeoCities attracted over 19 million unique visitors and was
the third most trafficked Web site on the Internet, according to Media Metrix.
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 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, 1997 and Quarterly Report on
Form 10-Q for the period ended Sept. 30, 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 Securities and Exchange
Commission. More information about potential factors that could affect
GeoCities' business and financial results are in GeoCities' Form S-1 and on
GeoCities' Quarterly Report on Form 10-Q for the period ended Sept. 30, 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).
Yahoo! and the Yahoo! logo are registered trademarks of Yahoo! Inc. All other
names are trademarks and/or registered trademarks of their respective owners.
