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As filed with the Securities and Exchange Commission on September 22, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
YAHOO! INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 77-0398689 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
3420 Central Expressway
Santa Clara, CA 95051
(Address of principal executive offices)
eGroups, Inc. 1998 Stock Option Plan
ONEList, Inc. 1998 Stock Plan
(Full title of the Plans)
Susan Decker
Senior Vice President, Finance and Administration, and Chief Financial Officer
3420 Central Expressway
Santa Clara, CA 95051
408-731-3300
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Joshua L. Green
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
CALCULATION OF REGISTRATION FEE
| |
||||||||||
| Title of Securities to be Registered | Maximum Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||
| eGroups, Inc. 1998 Stock Option Plan(2) | ||||||||||
| Common Stock, $0.001 par value | 191,685 Shares | $50.54(4) | $9,687,760 | $2,558 | ||||||
| ONEList, Inc. 1998 Stock Plan(2)(3) | ||||||||||
| Common Stock, $0.001 par value | 83,797 Shares | $0.49(4) | $41,061 | $11 | ||||||
| Total | 275,482 Shares | $9,728,821 | $2,569 | |||||||
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (File No. 0-28018).
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2000 (File No. 0-28018) and June 30, 2000 (File No. 812-11976).
(c) The Registrant's Current Reports on Form 8-K, filed with the Commission on January 12, 2000 (File No. 0-28018), April 6, 2000 (File No. 0-28018), June 29, 2000 (File No. 812-11976), July 12, 2000 (File No. 812-11976), August 11, 2000 (File No. 812-11976), and September 1, 2000 (File No. 812-11976), our report on Form 8-K/A filed on January 12, 2000 (File No. 0-28018) (amending the 8-K originally filed on July 20, 1999 and subsequently amended on November 12, 1999 and December 23, 1999) and our report on Form 8-K/A filed on September 22, 2000 (amending the 8-K originally filed on September 1, 2000) (File No. 812-11976).
(d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on March 12, 1996, as updated by the Current Report on Form 8-K filed with the Commission on August 11, 2000 (File No. 812-11976).
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") allows for the indemnification of officers, directors, and other corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. Article XII of the Registrant's amended and restated certificate of incorporation and Article VI of Registrant's bylaws authorize indemnification of Registrant's directors and officers to the extent and under the circumstances permitted by the DGCL.
The Registrant has also entered into agreements with its directors and certain officers that will require Registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent not prohibited by law. The Registrant maintains liability insurance for the benefit of its officers and directors.
The above discussion of the DGCL and of Registrant's amended and restated certificate of incorporation, bylaws and indemnification agreements is not intended to be exhaustive and is qualified in its entirety by such statutes, amended and restated certificate of incorporation, bylaws and indemnification agreements.
Item 7. Exemption from Registration Claimed. Not applicable.
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Item 8. Exhibits.
| Exhibit Number |
|
|
|---|---|---|
| 4.1 | eGroups, Inc. 1998 Stock Option Plan | |
| 4.2 | ONEList, Inc. 1998 Stock Plan | |
| 5.1 | Opinion of Venture Law Group, a Professional Corporation | |
| 23.1 | Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1) | |
| 23.2 | Consent of PricewaterhouseCoopers LLP, Independent Accountants | |
| 24.1 | Power of Attorney (see signature page) |
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the Registrant, Yahoo! Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 22nd day of September, 2000.
| YAHOO! INC. | ||||
| |
|
By: |
|
/s/ SUSAN DECKER Susan Decker, Senior Vice President, Finance and Administration, and Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Koogle and Susan Decker, jointly and severally, his attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him or her and in his name, place or stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file such amendments, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-facts and agents, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| |
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| /s/ TIMOTHY KOOGLE Timothy Koogle |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | September 22, 2000 | ||
| /s/ JEFF MALLETT Jeff Mallett |
|
President, Chief Operating Officer and Director |
|
September 22, 2000 |
| /s/ SUSAN DECKER Susan Decker |
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Senior Vice President, Finance and Administration, and Chief Financial Officer (Principal Financial Officer) |
|
September 22, 2000 |
| /s/ JAMES J. NELSON James J. Nelson |
|
Vice President, Finance (Chief Accounting Officer) |
|
September 22, 2000 |
| /s/ ERIC HIPPEAU Eric Hippeau |
|
Director |
|
September 22, 2000 |
| /s/ MICHAEL MORITZ Michael Moritz |
|
Director |
|
September 22, 2000 |
| /s/ JERRY YANG Jerry Yang |
|
Director |
|
September 22, 2000 |
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| Exhibit Number |
|
|
|---|---|---|
| 4.1 | eGroups, Inc. 1998 Stock Option Plan | |
| 4.2 |
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ONEList, Inc. 1998 Stock Plan |
| 5.1 |
|
Opinion of Venture Law Group, a Professional Corporation |
| 23.1 |
|
Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1) |
| 23.2 |
|
Consent of PricewaterhouseCoopers LLP, Independent Accountants |
| 24.1 |
|
Power of Attorney (see signature page) |
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