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As filed with the Securities and Exchange Commission on February 11, 2000
Registration No. 333-94537
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
YAHOO! INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or other jurisdiction of incorporation or organization) |
7373 (Primary Standard Industrial Classification Code Number) |
77-0398689 (I.R.S. Employer Identification Number) |
3420 Central Expressway
Santa Clara, California 95051
(408) 731-3300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant(1)s Principal Executive Offices)
Gary Valenzuela
Senior Vice President, Finance and Administration, and Chief Financial Officer
Yahoo! Inc.
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)
With Copies to:
Joshua L. Green
Steven J. Tonsfeldt
Keith A. Miller
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 this registration statement becomes effective.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with general Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933 (the Securities Act(2)), 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(d) 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 any of the securities being registered in this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. /x/
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
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Common Stock, $.001 par value | 3,891,050 (1) | $192.75 (2) | $749,999,887.50 (2) | $197,999.97 | ||||
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 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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 this Registration Statement on Form S-4 has been deemed to be increased to include the shares of Common Stock issued in connection with the two-for-one stock split effected as a stock dividend on February 11, 2000 (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.
Pursuant to the requirements of the Securities Act of 1933, as amended, Yahoo! Inc. 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 11, 2000.
YAHOO! INC. | |||
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By: |
/s/ GARY VALENZUELA Gary Valenzuela Senior Vice President, Finance and Administration, and Chief Financial Officer |
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.
Name and Signature |
Title |
Date |
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* Timothy Koogle |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | February 11, 2000 | ||
/s/ GARY VALENZUELA Gary Valenzuela |
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Senior Vice President, Finance and Administration, and Chief Financial Officer (Principal Executive Officer) |
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February 11, 2000 |
* James J. Nelson |
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Vice President, Finance (Chief Accounting Officer) |
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February 11, 2000 |
* Jeff Mallett |
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President, Chief Operating Officer and Director |
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February 11, 2000 |
* Eric Hippeau |
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Director |
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February 11, 2000 |
* Arthur H. Kern |
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Director |
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February 11, 2000 |
* Michael Moritz |
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Director |
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February 11, 2000 |
* Jerry Yang |
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Director |
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February 11, 2000 |
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*By: |
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/s/ GARY VALENZUELA Gary Valenzuela Attorney-In-Fact |
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