UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Yahoo! Inc.
(Exact name of Registrant as specified in its charter)
C:
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C:
C:
Delaware
(State or other jurisdiction of incorporation or organization)
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77-0398689
(I.R.S. Employer Identification Number) |
C:
701 First Avenue, Sunnyvale, California 94089
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Blake Jorgensen
Chief Financial Officer
Yahoo! Inc.
701 First Avenue
Sunnyvale, California 94089
Telephone: (408) 349-3300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Michael J. Callahan
Executive Vice President, General Counsel and Secretary
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Telephone: (408) 349-3300
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Thomas J. Ivey, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, California 94301
Telephone: (650) 470-4500 |
Approximate Date of Commencement of Proposed Sale to the Public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
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. o
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. o
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. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ž
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
“large
accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large
accelerated filer ž
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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DEREGISTRATION OF UNSOLD SECURITIES
Pursuant to a Registration Statement on Form S-3 (File No.
333-145045) (the
“Registration
Statement”) filed with the Securities and Exchange Commission (the
“SEC”) on
August 1, 2007 by
Yahoo! (the
“Company”) and immediately declared effective upon filing with the SEC pursuant to Rule
462(e) under the Securities Act of 1933, as amended,
the Company registered the resale from time to
time of 8,400,706 shares (the
“Shares”) of
the Company’s common stock, par value $0.001 per share.
The Shares were registered to permit resales of such Shares by selling stockholders, as named in
the Registration Statement, who acquired the Shares in connection with
the Company’s acquisition of
Right Media Inc. on
July 11, 2007.
The Company is seeking to deregister all Shares that remain unsold under the Registration
Statement as of the date hereof because its obligation to keep the Registration Statement effective
pursuant to the terms of its registration
rights agreement with the selling stockholders has
terminated. Pursuant to the undertaking of
the Company as required by Item 512(a)(3) of Regulation
S-K,
the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to
deregister 2,747,398 Shares, this being the aggregate number of the Shares registered pursuant to
the Registration Statement which would have otherwise remained available for sale under the
Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused
this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereto duly authorized, in the city of Sunnyvale, State of California,
on this 21st day of March 2008.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to Registration Statement No.
333-145045 has been signed by the following persons, in the
capacities indicated, as of
March 21, 2008.
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Chief Executive Officer and Director (principal
executive officer) |
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Chief Financial Officer (principal financial officer) |
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Senior Vice President, Finance and Chief Accounting Officer |
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(principal accounting officer) |
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Roy Bostock
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Chairman of the Board |
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Ronald Burkle
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Director |
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Eric Hippeau
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Director |
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Vyomesh Joshi
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Director |
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Arthur Kern
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Director |
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Robert Kotick
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Director |
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Edward Kozel
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Director |
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Director |
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Gary Wilson
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Director |
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