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SECURITIES AND EXCHANGE COMMISSION
(Commission File Number)
Delaware | 98-0204667
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(State or other jurisdiction of | (I.R.S. Employer Identification No.)
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incorporation or organization) |
Items 1-4. Not Applicable
Item 5. Other Events
On September 13, 2000 Sohu.com Inc. entered into an Agreement and Plan of Merger with Alpha Sub Inc., a California corporation, and ChinaRen, Inc., a California corporation (the "Merger Agreement"). The transaction is expected to be completed during the fourth quarter of 2000, and upon the consummation of the transaction, ChinaRen, Inc. will become a wholly-owned subsidiary of Sohu.com Inc. A copy of the press release regarding this transaction is attached hereto and incorporated by reference herein.
On September 20, 2000, Sohu.com Inc. entered into an interim loan agreement (the "Loan Agreement") for up to $2,000,000 with ChinaRen, Inc as borrower, and Joseph Chen, Nick Yang and Yunfan Zhou, as pledgors. Loans extended under the Loan Agreement will mature upon the earlier of the consummation of the transactions contemplated under the Merger Agreement or the termination of the Merger Agreement.
Item 6. Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibits
2.1 Agreement and Plan of Merger, dated as of September 13, 2000, among Sohu.com Inc., Alpha Sub Inc. and ChinaRen. Inc.
10.1 Interim Loan Agreement, dated as of September 20, 2000, among Sohu.com Inc., as lender, ChinaRen, Inc., as borrower, and Joseph Chen, Nick Yang and Yunfan Zhou, as pledgors.
99.1 Press Release dated September 14, 2000
99.2 Notice pursuant to Rule 135c under the Securities Act of 1933, as amended.
Item 8. Not Applicable
Cautionary Statement Regarding Forward-Looking Statements
Except for the historical information contained herein, the matters discussed in this Report on Form 8-K are forward-looking statements involving risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include, but are not limited to, Sohu.com Inc.'s historical and future losses, limited operating history, uncertain regulatory landscape in the People's Republic of China, fluctuations in quarterly operating results and Sohu.com Inc.'s reliance on online advertising sales for substantially all of its revenues. Further information regarding these and other risks is included in Sohu.com Inc.'s Quarterly Report on Form 10-Q for the three months ended June 30, 2000 as filed with the Securities and Exchange Commission.
Sohu.com Inc.
Date: September 28, 2000 | By: /s/ THOMAS H.R. GURNEE
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Thomas H.R. Gurnee
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Chief Financial Officer
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(Principal Financial Officer)
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2.1 | Agreement and Plan of Merger, dated as of September 13, 2000, among Sohu.com Inc., Alpha Sub Inc. and ChinaRen. Inc. |
10.1 | Interim Loan Agreement, dated as of September 20, 2000, among Sohu.com Inc., as lender, ChinaRen, Inc., as borrower, and Joseph Chen, Nick Yang and Yunfan Zhou, as pledgors. |
99.1 | Press Release dated September 14, 2000 |
99.2 | Notice pursuant to Rule 135c under the Securities Act of 1933, as amended. |
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