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| THE COMPANY |
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| RISK FACTORS |
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| USE OF PROCEEDS |
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| ISSUANCE OF COMMON STOCK TO SELLING SHAREHOLDERS |
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| SELLING SHAREHOLDERS |
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| PLAN OF DISTRIBUTION |
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| LEGAL MATTERS |
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| EXPERTS |
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| WHERE YOU CAN FIND MORE INFORMATION |
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We
have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized
information. This prospectus does not offer to sell or buy any shares in any jurisdiction in which it is unlawful. The information in this prospectus is current as of the date on the cover.
THE COMPANY
Yahoo! Inc. is a global Internet media company that offers a branded network of comprehensive information, communication and shopping services to
millions of users worldwide. 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.
We
provide broadcast media, personal communications and direct services. In September 1999, Internet users viewed an average of 385 million Web pages per day in our
properties.
We
make our properties available primarily without charge to users, and the majority of our revenue is generated through the sale of banner and sponsorship advertising. Advertising on
Yahoo! properties is sold through our internal advertising sales force. During the third quarter of 1999, approximately 3,200 advertisers purchased advertising on our properties.
Yahoo!
was incorporated on March 5, 1995 under the laws of California. Yahoo! was subsequently reincorporated on May 14, 1999 under the laws of Delaware. Our principal
executive offices are located at 3420 Central Expressway, Santa Clara, California 95051 and our telephone number is (408) 731-3300. As used in this prospectus, the "we," "us," "our"
and "Yahoo!" refer to Yahoo! Inc., a Delaware corporation, and its wholly owned subsidiaries, including GeoCities and broadcast.com. Yahoo! completed its acquisitions of GeoCities and
broadcast.com in May 1999 and July 1999, respectively.
RISK FACTORS
Risks Related to Yahoo!
We are in a highly competitive industry and some of our competitors may be more successful in attracting and retaining customers.
The market for Internet products and services is highly competitive and we expect that competition will continue to intensify. Negative competitive
developments could have a material adverse effect on our business and the trading price of our stock.
We
compete with many other providers of online navigation, information, entertainment, business, community, electronic commerce and broadcast services. As we expand the scope of our
Internet offerings, we will compete directly with a greater number of Internet sites, media companies, and companies providing business services across a wide range of different online services,
including:
- •
- vertical
markets where competitors may have advantages in expertise, brand recognition, and other factors;
- •
- companies
offering communications services either on a stand alone basis or integrated into other products and media properties;
- •
- manufacturers
of personal computers who may develop their own Internet portals to which they would direct their customers;
- •
- online
merchant hosting services; and
- •
- online
broadcasting of business events.
In
addition, we are facing increasing competition from other companies that have combined a variety of services under one brand in a manner similar to Yahoo! including America Online, Microsoft (MSN),
CMGI (Alta Vista), the Walt Disney Company (The GO Network), Excite, Lycos and CNET. In many of these cases, our competition has a direct billing relationship with the user, which we generally lack.
This relationship permits our competitors to have several potential benefits including the potential to be more effective than us in targeting services and advertisements to the specific taste of
their users.
A
large number of these websites and online services as well as high-traffic e-commerce merchants such as Amazon.com, Inc. also offer or are expected to
offer informational and community features that may be competitive with the services that we offer. In order to effectively compete, we may need to expend significant internal engineering resources or
acquire other technologies and companies to provide or enhance such capabilities. Any of these efforts could have a material adverse effect on our business, operating results and financial condition
and be dilutive to our stockholders.
Market change may impact our ability to sustain growth levels.
Because of the uncertain nature of the rapidly changing market we serve, period-to-period comparisons of operating results are not
likely to be meaningful. In addition, you should not rely on the results for any period as an indication of future performance. In particular, although we experienced strong revenue growth during each
of the first three quarters of 1999, we do not believe that this level of revenue growth on a percentage basis will be sustained in future periods. In addition, we currently expect that our operating
expenses will continue to increase significantly as we expand our sales and marketing operations, continue to develop and extend the Yahoo! brand, fund greater levels of product development, develop
and commercialize additional media properties, and acquire complementary businesses and technologies. If revenue growth levels do not meet our expectations, our financial results will be adversely
affected.
We rely heavily on revenues derived from Internet advertising, which may prove to be an ineffective means of advertising for our current and potential
clients.
Currently, the majority of our revenues come from advertisements displayed on our online properties. Our ability to continue to achieve substantial advertising
revenue depends upon:
- •
- growth
of our user base;
- •
- our
user base being attractive to advertisers;
- •
- acceptance
by advertisers of the Web as an advertising medium; and
- •
- our
ability to transition and expand into other forms of advertising.
If
we are unsuccessful in adapting to the needs of our advertisers, it could have a material adverse effect on our business, operating results and financial condition.
We derive the majority of our revenues from the sale of advertisements under short-term contracts, which are difficult to forecast
accurately.
Most of our revenues are currently derived from agreements with advertisers or sponsorship arrangements. These agreements generally have terms no longer than
three (3) years and, in many cases, the terms are much shorter. In cases where the advertiser is providing services, the agreements often have payments contingent on usage levels. Accordingly,
it is difficult to accurately forecast these revenues. However, our expense levels are based in part on expectations of future revenues and, to a large extent, are fixed. We may be unable to adjust
spending quickly enough to compensate for any unexpected revenue shortfall. Accordingly, the cancellation or deferral of advertising or sponsorship contracts could have a material adverse effect on
our financial results. Because our operating expenses are likely to increase significantly over the near term, to the extent that our expenses increase but our revenues do not, our business, operating
results, and financial condition may be materially and adversely affected.
The rate structure of some of our sponsorship arrangements subjects us to financial risk.
A key element of our strategy is to generate advertising revenues through sponsored services and placements by third parties in our online media properties in
addition to banner advertising. We typically receive sponsorship fees or a portion of transaction revenues in return for minimum levels of user impressions to be provided by us. These arrangements
expose us to potentially significant financial risks in the event our usage levels decrease, including the following:
- •
- the
fees we are entitled to receive may be adjusted downwards;
- •
- we
may be required to "make good" on our obligations by providing alternative services;
- •
- the
sponsors may not renew the agreements or may renew at lower rates; and
- •
- the
arrangements may not generate anticipated levels of shared transaction revenues, or sponsors may default on the payment commitments in such agreements
as has occurred in the past.
Accordingly,
any leveling off or decrease of our user base or the failure to generate anticipated levels of shared transaction revenues could result in a significant decrease in our revenue levels.
We have spent considerable amounts of money and resources to provide a variety of communications services, but such services may not prove to be
successful.
Currently, a substantial portion of the traffic on our online properties is directed at our communications services, such as e-mail, instant
messaging, calendaring and chat rooms, and we expect
this trend to continue for the foreseeable future. We provide these and other basic communications services free of charge to our users, as is the case with most of our competitors, and have not yet
determined an effective means of generating revenues from the provision of such services. In addition, alternate revenue models for our communications and electronic commerce services, such as
subscription fees and commissions, are relatively unproven and may not generate sufficient revenues to be meaningful to us. As communications services become an increasingly important part of our
total offering, we must continue to provide new communications applications and utilize more sophisticated communications technologies, while developing an effective method for generating revenues for
such services. If we are unable to develop such applications or use such technologies, the size and rate of growth in our user base would be adversely affected. If we cannot develop a means by which
we
generate revenues from our communications services that are more than sufficient to offset the costs of providing such services, our business, operating results and financial condition would be
materially adversely affected.
We may have difficulty retaining users of our electronic commerce services and our ability to effectively provide these services is limited because we
do not have a direct billing relationship with our customers.
Our electronic commerce properties, such as Yahoo! Shopping, link users with a network of retailers with which we have relationships. However, we merely
provide a means through which our users can access the sellers of the products such users may wish to purchase and do not establish a direct billing relationship with our users as a result of any such
purchase. The revenue that we derive from our electronic commerce services is typically in the form of a bounty or a commission paid by the retailer from whom our user purchased a product. If the user
had a favorable buying experience with a particular retailer, the user may subsequently contact that retailer directly rather than through our service. If our users bypass our electronic commerce
properties, such as Yahoo! Shopping, and contact retailers directly, we will not receive any revenue for purchases made through such direct contact. In addition, competing providers of online
shopping, including merchants with which we have relationships, may be able to provide a more convenient and comprehensive online shopping experience due to their singular focus on electronic
commerce. As a result, we may have difficulty competing with those merchants for users of electronic commerce services. We have focused, and intend to continue to focus, significant resources on the
development and enhancement of these electronic commerce properties. The inability of our electronic commerce properties to generate revenues sufficient to offset these development costs for any of
these reasons could have a material adverse effect on our business.
We will continue to expand into international markets in which we have limited experience.
A key part of our strategy is to develop Yahoo!-branded online properties in international markets and we have, through joint ventures, subsidiaries and branch
offices, developed Yahoo! properties localized for over 15 other countries. To date, we have only limited experience in developing localized versions of our products and marketing and operating our
products and services internationally and we rely on the efforts and abilities of our foreign business partners in such activities.
We
believe that in light of substantial anticipated competition, we need to move quickly into international markets in order to effectively obtain market share. However, in a number
of international markets, especially those in Europe, we face substantial competition from ISPs that offer or may offer their own navigational services. Many of these ISPs have a dominant market share
in their territories, Further, foreign providers of competing online services may have a substantial advantage over us in attracting users in their country due to more established branding in that
country, greater knowledge with respect to the tastes and preferences of users residing in that country and/or their focus on a single market. We expect to continue to experience higher costs as a
percentage of revenues in connection with the development and maintenance of international online properties. International markets we have selected may not develop at a rate that supports our level
of investment. In particular,
international markets typically have been slower in adoption of the Internet generally and as an advertising and commerce medium in particular.
In
addition to uncertainty about our ability to continue to generate revenues from our foreign operations and expand our international presence, there are certain risks inherent in
doing business on an international level, including:
- •
- trade
barriers and unexpected changes in regulatory requirements;
- •
- difficulties
in staffing and managing foreign operations including, as a result of distance, language and cultural differences;
- •
- longer
payment cycles and currency exchange rate fluctuations;
- •
- political
instability and export restrictions;
- •
- seasonal
reductions in business activity;
- •
- risks
related to government regulation including those more fully described below; and
- •
- potentially
adverse tax consequences.
One
or more of these factors could have a material adverse effect on our future international operations and, consequently, on our business, operating results, and financial condition.
We may have difficulty scaling and adapting our existing architecture to accommodate increased traffic and technology advances.
Yahoo! is one of the most highly trafficked websites on the Internet and is regularly exceeding previous standards for numbers of simultaneous users, unique
users and daily page views delivered. In addition, the services offered by Yahoo! and popular with users have changed significantly in the past and are expected to change rapidly in the future. Much
of the architecture that we employ was not originally designed to accommodate levels or types of use that we currently experience on our online properties and it is unclear whether current or future
anticipated levels of traffic will result in delays or interruptions in our service. In particular, the architecture utilized for our email and certain other communication services was not primarily
designed for this purpose and may not provide satisfactory service in the future, especially as it becomes an increasingly important service offering. In the future, we may be required to make
significant changes to our architecture, including moving to a completely new architecture. If we are required to switch architectures, we may incur substantial costs and experience delays or
interruptions in our service. If we experience delays or interruptions in our service due to inadequacies in our current architecture or as a result of a change in architectures, users may become
dissatisfied with our service and move to competing providers of online services. Further, to the extent that demand for our broadcast services content increases, we will need to expand our
infrastructure, including the capacity of our hardware servers and the sophistication of our software. This expansion is likely to be expensive and complex and require additional technical expertise.
Also, as we acquire users who rely upon us for a wide variety of services, it becomes more technologically complex and costly to retrieve, store and integrate data that will enable us to track each
users' preferences. Any loss of traffic, increased costs, inefficiencies or failures to adapt to new technologies and the associated adjustments to our architecture would have a material adverse
effect on our business.
Our competitors often provide Internet access or computer hardware to our customers and they could make it difficult for our customers to access our
services.
Our users must access our services through an Internet access provider, or ISP, with which the user establishes a direct billing relationship using a personal
computer or other access device. To the extent
that an access provider, such as America Online, or a computer or computing device manufacturer offers online services or properties that are competitive with those of Yahoo!, the user may find it
more convenient to use the services or properties of that access provider or manufacturer. In addition, the
access provider or manufacturer may make it difficult to access our services by not listing them in the access provider's or manufacturer's own directory. Also, because an access provider gathers
information from the user in connection with the establishment of the billing relationship, an access provider may be more effective than Yahoo! in tailoring services and advertisements to the
specific tastes of the user. To the extent that a user opts to use the services offered by his or her access provider or those offered by computer or computing device manufacturers rather than the
services provided by Yahoo!, our business, operating results and financial condition will be materially adversely affected.
Our business services, while costly to develop, may fail to gain market acceptance.
We have invested a significant amount of money and resources in the creation of our business services, such as the creation and hosting of streaming content of
third-parties, but such services are unproven and may fail to gain market acceptance. Because the market for these business services is new and evolving, it is difficult to predict the size of this
market and its rate of growth, if any. In addition, it is uncertain whether businesses and other organizations will utilize the Internet to any significant degree as a means of broadcasting business
conferences and other events. Potential business services customers must accept audio and video broadcast services over the Internet as a viable alternative to face-to-face
meetings, television or audio, audio teleconferences and video conferencing. We cannot assure you that the market for business services will continue to develop or be sustainable. If the market fails
to develop, develops more slowly than expected or becomes more competitive than is currently expected, our operating results could be adversely affected.
More individuals are utilizing non-PC devices to access the Internet and we may not be successful in developing a version of our service
that will gain widespread adoption by users of such devices.
In the coming years, the number of individuals who access the Internet through devices other than a personal computer such as personal digital assistants,
cellular telephones and television set top devices is expected to increase dramatically. Our services are designed for rich, graphical environments such as those available on personal and laptop
computers. The lower resolution, functionality and memory associated with alternative devices may make the use of our services through such devices difficult and we may be unsuccessful in our efforts
to modify our online properties to provide a compelling service for users of alternative devices. As we have limited experience to date in operating versions of our service developed or optimized for
users of alternative devices, it is difficult to predict the problems we may encounter in doing so and we may need to devote significant resources to the creation, support and maintenance of such
versions. If we are unable to attract and retain a substantial number of alternative device users to our online services, we will fail to capture a sufficient share of an increasingly important
portion of the market for online services. Further, as the majority of our revenues are derived through the sale of banner and other advertising optimized for a personal computer screen, we may not be
successful at developing a viable strategy for deriving substantial revenues from online properties that are directed at the users of alternative devices. Any failure to develop revenue-generating
online properties that are adopted by a significant number of handheld device users could have a material adverse effect on our business, operating results and financial condition.
We rely on the value of the Yahoo! brand and the costs of maintaining and enhancing our brand awareness are increasing.
We believe that maintaining and expanding Yahoo! brand is an important aspect of our efforts to attract and expand our user and advertiser base. We also
believe that the importance of brand
recognition will increase due to the growing number of Internet sites and the relatively low barriers to
entry. We have spent considerable money and resources to date on the establishment and maintenance of the Yahoo! brand. However, because the number of Internet navigation, commerce, community and
service companies continues to grow dramatically, it has become increasingly difficult and, due to increased competition, expensive, to obtain quality television, radio, magazine, Internet and other
advertising space. Further, the proliferation of Internet-based companies has resulted and will continue to result in increased consumer confusion. Consequently, we must spend increasing amounts of
money on, and devote greater resources to, advertising, marketing and other brand-building efforts to preserve and enhance consumer awareness of the Yahoo! brand. We may not be able to successfully
maintain or enhance consumer awareness of our brand and, even if we are successful in our branding efforts, such efforts may not be cost-effective. If we are unable to maintain or enhance
consumer awareness of the Yahoo! brand in a cost-effective manner, our business, operating results and financial condition would be materially and adversely affected.
The successful operation of our business depends upon the supply of critical elements from other companies.
We will depend to a substantial extent upon third parties for several critical elements of our business including various technology, infrastructure, content
development, software and distribution components.
Technology and Infrastructure. We rely on a private third-party provider, Frontier GlobalCenter, Inc., for our
principal Internet connections. Email and other service Internet connections are provided to us by GTE. We rely on Network Appliances for key components of our e-mail service. We also rely
on Exodus Communications for the hosting of our users' homepages and Level 3 Communications for hosting and access to our broadcast services. Any disruption in the Internet access provided by these
third-party providers or any failure of these third-party providers to handle current or higher volumes of use could have a material adverse effect on our business, operating results, and financial
condition. We license technology and related databases from third parties for certain elements of our properties, including, among others, technology underlying the delivery of news, stock quotes and
current financial information, chat services, street mapping and telephone listings, streaming capabilities and similar services. We have experienced and expect to continue to experience interruptions
and delays in service and availability for such elements. Furthermore, we are dependent on hardware suppliers for prompt delivery, installation, and service of servers and other equipment to deliver
our products and services. Any errors, failures, interruptions, or delays experienced in connection with these third-party technologies and information services could negatively impact our
relationship with users and adversely affect our brand and our business, and could expose us to liabilities to third parties.
Distribution Relationships. To increase traffic for our online properties and make them more available and attractive
to advertisers and consumers, we have certain distribution agreements and informal relationships with leading Web browser providers such as Microsoft, operators of online networks and leading
websites, software developers and computer manufacturers, such as Toshiba, Hewlett-Packard and Gateway, and telecommunications companies, such as Sprint PCS. These distribution arrangements typically
are not exclusive and do not extend over a significant amount of time. Further, some of the distributors are our competitors or potential competitors who may not be inclined to renew their
distribution contracts with us. In addition, as new methods for accessing the Web become available, we may be required to enter into additional distribution relationships. Any failure to obtain
distribution or to obtain distribution on terms that are reasonable, could have a material adverse effect on our business, results of operations, and financial condition.
Streaming media software. We rely on the two leading providers of streaming media products, RealNetworks and Microsoft,
to license the software necessary to broadcast streaming audio and video content to our users. There can be no assurance that these providers will continue to license these products to us on
reasonable terms, or at all. Our users are currently able to electronically download copies of the software to play streaming media free of charge, but providers of streaming media products may begin
charging users for copies of their player software or otherwise change their business model in a manner that slows the widespread acceptance of these products. In order for our broadcast services to
be successful, there must be a large base of users of these streaming media products. We have limited or no control over the availability or acceptance of streaming media software, and to the extent
that any of these circumstances occur, the broadcast services portion of our business will be materially adversely affected.
Our dependence on third party content providers subjects us to risks.
The Company's future success depends upon its ability to aggregate compelling content and deliver that content through its online properties. Much of the
content that attracts users to the Yahoo! online properties, such as news items, stock quotes, weather reports, maps and audio and video content, is licensed from third parties such as Reuters and
TIBCO. In particular, Yahoo! Broadcast relies on major sports organizations, radio and television stations, record labels, cable networks, businesses, colleges and universities, film producers and
distributors, and other organizations for a large portion of the content available on the site. Our ability to maintain and build relationships with third-party content providers will be critical to
our success. We may be unable to enter into or preserve relationships with the third parties whose content we seek to obtain. Many of our current licenses for third-party content extend for a period
of less than two years and there can be no guarantee that they will be renewed upon their expiration. In addition, as competition for compelling content increases, Yahoo!'s content providers may
increase the prices at which they offer their content to Yahoo! An increase in the prices charged to us by third-party content providers could have a material adverse effect on our business, operating
results and financial condition. Further, many of our content licenses with third parties are non-exclusive. Accordingly, other Webcasters may be able to offer similar or identical
content. Likewise, most sports and entertainment content available on our online properties are also available on other media like radio or television. These media are currently, and for the
foreseeable future will be, much more widely adopted for listening or viewing such content than the Web. If we are unable to license or acquire compelling content for our online properties from third
parties, either through the termination of existing relationships or the inability to continue to establish relationships with third party content providers, or if other companies are able to
broadcast content that is similar to or the same as that provided by Yahoo!, the number of users on our online properties
may not grow at all or at a slower rate than anticipated, which would decrease our advertising revenue.
As we provide more audio and video content, particularly music, we may be required to spend significant amounts of money on content acquisition and
content broadcasts.
Until recently, the majority of the content that we provided to our users was in print, picture or graphical format and was either created internally or
licensed to us by third parties for little or no charge. However, we have been providing recently and we intend to continue to provide increasing amounts of audio and video content to our users, such
as the broadcast of music, film content, speeches, news footage, concerts and other special events, through our broadcast services division and otherwise, and such content may require us to make
substantial payments to third parties from whom we will license or acquire such content. For example, in order to broadcast music through our online properties, we are currently required to pay
royalties both on the copyright in the musical compositions and the copyright in the actual sound recordings of the music to be broadcast. Through our broadcast services division, we currently have
license agreements in place with ASCAP and BMI, and are in negotiations for a license agreement with SESAC, that permit us to license the copyright for the public performance of musical compositions
for which they control the rights. With respect to the copyrights in the specific sound recordings that we desire to broadcast, we must either secure a license directly from the record labels that own
the rights to such recordings, or pay a statutory license fee. The statutory license fee and other terms for these licenses have not yet been determined and, therefore, the costs of broadcasting music
through our online properties remains unclear. If these royalty rates are above our expectations, if the royalty rates charged by the various performance rights societies increase or if any of these
or other parties with music licensing rights impose terms that make it difficult or impossible to broadcast music, we may be unable to provide music content to our users in a
cost-effective manner. We believe that users of Internet services such as the Yahoo! online properties will increasingly demand high-quality audio and video content. The
revenue that we receive as a result of our audio and video broadcasts may not justify the costs of providing such broadcasts. Our inability to cost-effectively provide
high-quality audio and/or video content to our users could have a material adverse effect on our business, operating results and financial position.
To successfully improve our rich media offerings, we must rely on the deployment of a true multicasting network.
The streaming services that we acquired upon our acquisition of broadcast.com originally deployed unicasting (one user per company originated stream)
technology to broadcast audio and video programming to users over the Internet. Recently, it began to deploy another broadcast technology, multicasting (multiple users per company originated stream).
We believe that demand for multicasting will continue to expand and, as a result, we must continue to enhance this capability in the future.
We
will be required to test, deploy and successfully scale a multicast network infrastructure to serve mass audiences. There can be no assurance that we will be successful in doing
so, that multicasting will be able to support a substantial audience or that an alternative technology will not emerge that offers superior broadcasting technology as compared to multicasting. In the
event that multicasting technology is not successfully deployed in a timely manner or such an alternative technology emerges, we may be required to expend significant resources to deploy a technology
other than multicasting, which could adversely affect our results of operations. If Yahoo! Broadcast Services fails to scale its broadcasts to large audiences of simultaneous users, such failure could
adversely affect that portion of our business.
We must manage our growth, including the integration of recently-acquired companies, successfully in order to achieve our desired results.
We have experienced dramatic growth in personnel in recent years and expect to continue to hire large numbers of additional personnel. As the number of Yahoo!
employees grows, it will become increasingly difficult and more costly to manage our personnel. Further, as a result of recent
acquisitions and international expansion, almost one-half of our employees are based outside of our Santa Clara headquarters. If we are unable to effectively manage a large and
geographically dispersed group of employees, our business will be adversely affected.
As
part of our business strategy, we have completed several acquisitions, including our recent acquisitions of GeoCities and broadcast.com, and expect to enter into additional
business combinations and acquisitions. We expect to enter into additional business combinations and acquisitions. Acquisition transactions are accompanied by a number of risks, including:
- •
- the
difficulty of assimilating the operations and personnel of the acquired companies;
- •
- the
potential disruption of our ongoing business and distraction of management;
- •
- the
difficulty of incorporating acquired technology or content and rights into our products and media properties and unanticipated expenses related to such
integration;
- •
- the
negative impact on reported earnings if any of these transactions that are expected to qualify for pooling of interest accounting treatment for
financial reporting purposes fail to so qualify;
- •
- the
correct assessment of the relative percentages of in-process research and development expense that can be immediately written off as
compared to the amount which must be amortized over the appropriate life of the asset;
- •
- the
failure to successfully develop an acquired in-process technology resulting in the impairment of amounts currently capitalized as
intangible assets;
- •
- the
impairment of relationships with employees and customers as a result of any integration of new management personnel; and
- •
- the
potential unknown liabilities associated with acquired businesses.
We
may not be successful in addressing these risks or any other problems encountered in connection with such acquisitions.
Our intellectual property rights are costly and difficult to protect.
We regard our copyrights, trademarks, trade dress, trade secrets, and similar intellectual property, including our rights to certain domain names, as critical
to our success. We rely upon trademark and copyright law, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our
proprietary rights. For example, we have obtained the registration for certain of our trademarks, including "Yahoo!" and "Yahooligans!" Effective trademark, copyright, and trade secret protection may
not be available in every country in which our products and media properties are distributed or made available through the Internet, and while we attempt to ensure that the quality of our brand is
maintained by our licensees, our licensees may take actions that
could materially and adversely affect the value of our proprietary rights or the reputation of our products and media properties. We are aware that third parties have, from time to time, copied
significant portions of Yahoo! directory listings for use in competitive Internet navigational tools and services. Protection of the distinctive elements of Yahoo! may not be available under copyright
law. We cannot guarantee that the steps we have taken to protect our proprietary rights will be adequate.
We may be subject to intellectual property infringement claims, which are costly to defend and could limit our ability to use certain technologies in
the future.
Many parties are actively developing search, indexing, e-commerce and other Web-related technologies. We believe that these parties
will continue to take steps to protect these technologies, including seeking patent protection. As a result, we believe that disputes regarding the ownership of these technologies are likely to arise
in the future. We anticipate that additional third-party patents
related to our services will be issued in the future. From time to time, parties assert patent infringement claims against us in the form of letters, lawsuits and other forms of communications.
In
addition to patent claims, third parties have asserted and most likely will continue to assert claims against us alleging infringement of copyrights, trademark rights, trade secret
rights or other proprietary rights or alleging unfair competition. In the event that we determine that licensing patents or other proprietary rights is appropriate, we cannot guarantee that we will be
able to license such proprietary rights on reasonable terms or at all. We may incur substantial expenses in defending against third-party infringement claims regardless of the merit of such claims. In
the event that there is a determination that we have infringed third-party proprietary rights, we could incur substantial monetary liability and be prevented from using the rights in the future.
We
are aware of lawsuits filed against two of our competitors regarding the presentment of advertisements in response to search requests on "keywords" that may be trademarks of third
parties. Initial rulings in these lawsuits were in favor of our competitors, but the plaintiffs in these lawsuits have appealed these initial rulings. In addition, lawsuits have been filed against
broadcast.com, a company we acquired in July 1999, alleging patent infringement relating to broadcast.com's use of streaming media products. It is not clear what, if any, impact an adverse
ruling in these recently filed lawsuits would have on us.
We depend on key personnel who may not continue to work for us.
We are substantially dependent on the continued services of our key personnel, including our two founders, our chief executive officer, president, chief
financial officer, chief technical officer, our senior vice presidents in charge of business operations, corporate development and production and our senior engineers. Each of these individuals has
acquired specialized knowledge and skills with respect to Yahoo! and its operations. As a result, if any of these individuals were to leave Yahoo!, we could face substantial difficulty in hiring
qualified successors and could experience a loss in productivity while any such successor obtains the necessary training and experience. Many of our management personnel have reached or will soon
reach the four-year anniversary of their Yahoo! hiring date and, as a result, will have become or will shortly become fully vested in their initial stock option grants. While management
personnel are typically granted additional stock options, which will usually vest over a period of four years, subsequent to their hire date in order to provide additional incentive to remain at
Yahoo!, the initial option grant is typically the largest and an employee may be more likely to leave our employ upon completion of the vesting period for the initial option grant.
We
expect that we will need to hire additional personnel in all areas. The competition for qualified personnel is intense, particularly in the San Francisco Bay Area, where our
corporate headquarters are located. At times, we have experienced difficulties in hiring personnel with the right training or experience, particularly in technical areas. We do not maintain key person
life insurance for any of our personnel. If we do not succeed in attracting new personnel, or retaining and motivating existing personnel, our business will be adversely affected.
We are subject to U.S. and foreign government regulation of the Internet, the impact of which is difficult to predict.
There are currently few laws or regulations directly applicable to the Internet. The application of existing laws and regulations to Yahoo! relating to issues
such as user privacy, defamation, pricing, advertising, taxation, gambling, sweepstakes, promotions, content regulation, quality of products and services, and intellectual property ownership and
infringement can be unclear. In addition, we will also be subject to new laws and regulations directly applicable to our activities. Any existing or new legislation applicable to us could expose us to
substantial liability, including significant expenses necessary to comply with such laws and regulations, and dampen the growth in use of the Web.
Several
recently passed federal laws could have an impact on our business. The Digital Millennium Copyright Act is intended to reduce the liability of online service providers for
listing or linking to third-party websites that include materials that infringe copyrights or other rights of others. The Children's Online Protection Act and the Children's Online Privacy Protection
Act are intended to restrict the distribution of certain materials deemed harmful to children and impose additional restrictions on the ability of online services to collect user information from
minors. In addition, the Protection of Children From Sexual Predators Act of 1998 requires online service providers to report evidence of violations of federal child pornography laws under certain
circumstances. Such legislation may impose significant additional costs on our business or subject us to additional liabilities.
We
post privacy policies concerning the use and disclosure of user data. In addition, we are required to comply with a consent order issued by the FTC to GeoCities, a company that we
recently acquired, which imposes certain obligations and restrictions with respect to information collected from users. Any failure by us to comply with our posted privacy policies or the consent
order could adversely affect our business, results of operations, and financial condition.
Due
to the global nature of the Web, it is possible that the governments of other states and foreign countries might attempt to regulate its transmissions or prosecute us for
violations of their laws. We might unintentionally violate such laws, such laws may be modified and new laws may be enacted in the future. Any such developments could have a material adverse effect on
our business, operating results, and financial condition.
We may be subject to legal liability for our online services.
We host a wide variety of services that enable individuals to exchange information, generate content, conduct business and engage in various online activities,
including public message posting and services relating to online auctions and homesteading. The law relating to the liability of providers of these online services for activities of their users is
currently unsettled. Claims have been threatened and could be brought against us for defamation, negligence, copyright or trademark infringement, unlawful activity, tort, including personal injury,
fraud, or other theories based on the nature and content of information that we provide links to or that may be posted online or generated by our users or with
respect to auctioned materials. In addition, we are aware that governmental agencies are currently investigating the conduct of online auctions.
We
also periodically enter into arrangements to offer third-party products, services, or content under the Yahoo! brand or via distribution on various Yahoo! properties, including
stock quotes and trading information. We may be subject to claims concerning these products, services or content by virtue of our involvement in marketing, branding, broadcasting or providing access
to them, even if we do not ourselves host, operate, provide, or provide access to these products, services or content. While our agreements with these parties often provide that we will be indemnified
against such liabilities, such indemnification may not be adequate.
It
is also possible that, if any information provided directly by us contains errors or is otherwise negligently provided to users, third parties could make claims against us. For
example, we offer Web-based email services, which expose us to potential risks, such as liabilities or claims resulting from unsolicited email, lost or misdirected messages, illegal or
fraudulent use of email, or interruptions or delays in email service. Investigating and defending any of these types of claims is expensive, even to the extent that the claims do not result in
liability.
Our stock price has historically been volatile, which may make it more difficult for you to resell shares when you want at prices you find attractive.
The trading price of our common stock has been and may continue to be subject to wide fluctuations. During 1999, the closing sale prices of our common stock on
the Nasdaq Stock Market ranged from $119.25 to $405.5625, and the sale price of our common stock closed at $405.5625 on
December 21, 1999. Our stock price may fluctuate in response to a number of events and factors, such as quarterly variations in operating results, announcements of technological innovations or
new products and media properties by us or our competitors, changes in financial estimates and recommendations by securities analysts, the operating and stock price performance of other companies that
investors may deem comparable, and news reports relating to trends in our markets. In addition, the stock market in general, and the market prices for Internet-related companies in particular, have
experienced extreme volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock,
regardless of our operating performance.
Management and one large stockholder beneficially own approximately 42% of our stock; their interests could conflict with yours; significant sales of
stock held by them could have a negative effect on Yahoo!'s stock price.
Yahoo!'s directors and executive officers and SOFTBANK beneficially own approximately 42% of our outstanding common stock as of November 30, 1999. Eric
Hippeau is a member of our Board of Directors and is also the Chairman and CEO of Ziff-Davis, a subsidiary of SOFTBANK. As a result of their ownership and positions, our directors and
executive officers and SOFTBANK collectively are able to significantly influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate
transactions. Such concentration of ownership may also have the effect of delaying or preventing a change in control of Yahoo!. In addition, sales of significant amounts of shares held by Yahoo!'s
directors and executive officers and SOFTBANK, or the prospect of these sales, could adversely affect the market price of Yahoo! common stock.
Our operations could be significantly hindered by the occurrence of a natural disaster or other catastrophic event.
Our operations are susceptible to outages due to fire, floods, power loss, telecommunications failures, break-ins and similar events. In addition,
the majority of our network infrastructure is located in Northern California, an area susceptible to earthquakes. We do not have multiple site capacity for all of our services in the event of any such
occurrence. Despite our implementation of network security measures, our servers are vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with our
computer systems. We do not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any of these events. Any such event could have a material adverse
effect on our business, operating results, and financial condition.
Anti-takeover provisions could make it more difficult for a third party to acquire us.
Our Board of Directors has the authority to issue up to 10,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights, of those shares without any further vote or action by the stockholders. The rights of the holders of common stock may be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change of
control of Yahoo! without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. We have no present plans to issue shares of preferred
stock. Further, certain provisions of our charter documents, including provisions eliminating the ability of stockholders to take action by written consent and limiting the ability of stockholders to
raise matters at a meeting of stockholders without giving advance notice, may have the effect of delaying or preventing changes in control or management of Yahoo!, which could have an adverse effect
on the market price of our stock. In addition, our charter documents do not permit cumulative voting, which may make it more difficult for a third party to gain control of our board of directors.
USE OF PROCEEDS
The proceeds from the sale of the common stock offered pursuant to this prospectus (the "Shares") are solely for the account of the selling stockholders.
Accordingly, we will not receive any proceeds from the sale of the Shares by the selling stockholders.
ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS
On November 22, 1999, we issued an aggregate of 60,021 shares and 3,933 options to purchase shares of Yahoo! common stock to the stockholders of ISSG as
consideration for the merger of ISSG and a subsidiary of Yahoo! in which ISSG was the surviving corporation and became a wholly-owned Yahoo! subsidiary. Pursuant to the terms of our merger agreement
with ISSG, we are obligated to issue additional shares of Yahoo! common stock to the stockholders of ISSG over the next three years provided that certain performance milestones are achieved.
SELLING STOCKHOLDERS
All of the common stock registered for sale pursuant to this prospectus will be owned immediately after registration by the selling stockholders. All of the
shares offered hereby were acquired by the selling stockholders in connection with the ISSG merger. Such shares do not exceed one percent (1%) of our outstanding capitalization as of the date of this
prospectus. None of the selling stockholders has a material relationship with us, except that certain selling stockholders are or will be non-officer employees of Yahoo!.
The
following table sets forth certain information known to us with respect to beneficial ownership of Yahoo!'s common stock as of November 30, 1999, by each selling
stockholder. The following table assumes that the selling stockholders sell all of the Shares. Yahoo! is unable to determine the exact number of Shares that actually will be sold.
|
|
|
|
|
|
|
|
Shares Beneficially Owned After the Offering
|
|
|
Shares Beneficially Owned
Prior to the Offering
|
|
|
Selling Stockholders
|
|
Shares
Offered by
This Prospectus
|
| |
Shares
|
|
Percent
|
|
Shares
|
|
Percent
|
| Madhu Yarlagadda |
|
35,910 |
|
* |
|
35,910 |
|
0 |
|
* |
| Patrick Loo |
|
23,940 |
|
* |
|
23,940 |
|
0 |
|
* |
| Gordon Kin |
|
171 |
|
* |
|
171 |
|
0 |
|
* |
- *
- represents
less than 1%
PLAN OF DISTRIBUTION
Shares of common stock covered hereby may be offered and sold from time to time by the selling stockholders. The selling stockholders will act independently of
us in making decisions with respect to the timing, manner and size of each sale. The selling stockholders may sell the Shares being offered hereby: (i) on The Nasdaq National Market, or
otherwise at prices and at terms then prevailing or at prices related to the then current market price; or (ii) in private sales at negotiated prices directly or through a broker or brokers,
who may act as agent or as principal or by a combination of such methods of sale. The selling stockholders and any underwriter, dealer or agent who participate in the distribution of such shares may
be deemed to be "underwriters" under the Securities Act, and any discount, commission or concession received by such persons might be deemed to be an underwriting discount or commission under the
Securities Act. We have agreed to indemnify the selling stockholders against certain liabilities arising under the Securities Act.
Any
broker-dealer participating in such transactions as agent may receive commissions from the selling stockholders (and, if acting as agent for the purchaser of such shares, from
such purchaser). Usual and customary brokerage fees will be paid by the selling stockholders. Broker-dealers may agree with the
selling stockholders to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholders, to
purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholders. Broker-dealers who acquire shares as principal may thereafter resell
such shares from time to time in transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature
described above) in the over-the-counter market, in negotiated transactions or by a combination of such methods of sale or otherwise at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above.
We
have advised the selling stockholders that the anti-manipulation rules under the Exchange Act may apply to sales of Shares in the market and to the activities of the
selling stockholders and their affiliates. The selling stockholders have advised us that during such time as the selling stockholders may be engaged in the attempt to sell shares registered hereunder,
they will:
- •
- not
engage in any stabilization activity in connection with any of our securities;
- •
- not
bid for or purchase any of our securities or any rights to acquire our securities, or attempt to induce any person to purchase any of our securities or
rights to acquire our securities other than as permitted under the Exchange Act;
- •
- not
effect any sale or distribution of the Shares until after the prospectus shall have been appropriately amended or supplemented, if required, to set
forth the terms thereof; and
- •
- effect
all sales of Shares in broker's transactions through broker-dealers acting as agents, in transactions directly with market makers, or in privately
negotiated transaction where no broker or other third party (other than the purchaser) is involved.
The
selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising
under the Securities Act. Any commissions paid or any discounts or concessions allowed to any such broker-dealers, and any profits received on the resale of such shares, may be deemed to be
underwriting discounts and commissions under the Securities Act if any such broker-dealers purchase shares as principal.
In
order to comply with the securities laws of certain states, if applicable, our common stock will be sold in such jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states, the common stock may not be sold unless such shares have been registered or qualified for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
We
have agreed to use its best efforts to maintain the effectiveness of this registration statement with respect to the shares of common stock offered hereunder by the selling
stockholders until the earlier of the sale of such shares or November 22, 2000. No sales may be made pursuant to this prospectus after such date unless we amend or supplements this prospectus
to indicate that it has agreed to extend such period of effectiveness. There can be no assurance that the selling stockholders will sell all or any of the shares of common stock offered hereunder.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed upon by Venture Law Group, A Professional Corporation, Menlo Park, California, counsel
to the Company.
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference to the Yahoo! Inc. Current Report on Form 8-K dated July 20,
1999, as amended on December 23, 1999, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a Registration Statement on Form S-3 that we filed with the Securities and Exchange Commission. Certain
information in the Registration Statement has been omitted from this prospectus in accordance with the rules of the SEC. We file the annual, quarterly and special reports, proxy statements and other
information with the SEC. You can inspect and copy the Registration Statement as well as reports, proxy statements and other information we have filed with the SEC at the public reference room
maintained by the SEC at 450 Fifth Street, NW, Washington, D.C. 20549, and at the following Regional Offices of the SEC: Seven World Trade Center, New York, New York 10048, and Northwest Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661. You can obtain copies from the public reference room of the SEC at 450 Fifth Street, NW, Washington, D.C. 20549 upon payment of certain fees.
You can call the SEC at 1-800-732-0330 for further information about the public reference room. We are also required to file electronic versions of these documents
with the SEC, which may be accessed through the SEC's World Wide Web site at http://www.sec.gov. Our common stock is quoted on The Nasdaq National Market. Reports, proxy and information statements and
other information concerning Yahoo! Inc. may be inspected at The Nasdaq Stock Market at 1735 K Street, NW, Washington, D.C. 20006.
The
SEC allows us to "incorporate by reference" certain of our publicly-filed documents into this prospectus, which means that information included in these documents is considered
part of this prospectus. Information that we file with the SEC subsequent to the date of this prospectus will automatically update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until the selling stockholders have sold
all the Shares.
The
following documents filed with the SEC are incorporated by reference in this prospectus:
1. Our
Annual Report on Form 10-K for the year ended December 31, 1998 (as amended on April 29, 1999) (File
No. 0-28018).
2. Our
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 0-28018)
3. Our
Current Reports on Form 8-K, filed with the SEC on January 13, 1999, January 29, 1999, April 5, 1999 (as amended on
April 19, 1999), April 8, 1999, June 2, 1999 (as amended on June 8, 1999), July 8, 1999, July 20, 1999 (as amended on December 23, 1999) and
October 7, 1999 (File No. 0-28018).
4. The
description of our common stock set forth in our Registration Statement on Form 8-A, filed with the SEC on March 12, 1996.
We
will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents. You should
direct any requests for documents to Andrea Klipfel, Investor Relations, 3420 Central Expressway, Santa Clara, California 95051, telephone: (408) 731-3300.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The Registrant will bear no expenses in connection with any sale or other distribution by the selling stockholders of the shares being registered other than
the expenses of preparation and distribution of this Registration Statement and the prospectus included in this Registration Statement. Such expenses are set forth in the following table. All of the
amounts shown are estimates except the Securities and Exchange Commission ("SEC") registration fee and the NASD listing fee.
| SEC registration fee |
|
$ |
5,342 |
| Legal fees and expenses |
|
$ |
15,000 |
| Accounting fees and expenses |
|
$ |
10,000 |
| NASD listing fee |
|
$ |
2,345 |
| Miscellaneous expenses |
|
$ |
5,000 |
| Total |
|
$ |
37,687 |
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law 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 (the
"Securities Act"). Article VII of the Registrant's Certificate of Incorporation and Article VI of the Registrant's Bylaws provide for indemnification of the Registrant's directors,
officers, employees and other agents to the extent and under the circumstances permitted by the Delaware General Corporation Law. The Registrant has also entered into agreements with its directors and
officers that will require the Registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors to the fullest extent not
prohibited by law.
In
connection with this offering, the selling stockholders have agreed to indemnify the Registrant, its directors and officers and each such person who controls the Registrant,
against any and all liability arising from inaccurate information provided to the Registrant by the selling stockholders and contained herein up to a maximum of the net proceeds received by the
selling stockholders from the sale of their Shares hereunder.
Item 16. Exhibits.
Exhibits.
|
|
|
| |
|
|
| 5.1 |
|
Opinion of Venture Law Group, A Professional Corporation |
| 23.1 |
|
Consent of PricewaterhouseCoopers LLP, Independent Accountants |
| 23.2 |
|
Consent of Venture Law Group, A Professional Corporation (included in Exhibit 5.1) |
| 24.1 |
|
Power of Attorney (see page II-3) |
Item 17. 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 the purpose of determining any liability under the Securities Act, each 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 this offering.
- (4)
- 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 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 SEC 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 the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Yahoo! Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 December 22, 1999.
| |
|
YAHOO! INC. |
|
|
By: |
/s/ GARY VALENZUELA
Gary Valenzuela
Senior Vice President, Finance and Administration, and Chief Financial
Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Timothy Koogle and Gary Valenzuela, jointly
and severally, his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or any of them, or his or their substitute or substitutes, may lawfully do or cause
to be done or by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ TIMOTHY KOOGLE
Timothy Koogle |
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
|
December 22, 1999 |
/s/ GARY VALENZUELA
Gary Valenzuela |
|
Senior Vice President, Finance and Administration, and Chief Financial Officer (Principal Financial Officer) |
|
December 22, 1999 |
/s/ JAMES J. NELSON
James J. Nelson |
|
Vice President, Finance (Chief Accounting Officer) |
|
December 22, 1999 |
/s/ JEFF MALLETT
Jeff Mallett |
|
President, Chief Operating Officer and Director |
|
December 22, 1999
|
/s/ ERIC HIPPEAU
Eric Hippeau |
|
Director |
|
December 22, 1999 |
/s/ ARTHUR H. KERN
Arthur H. Kern |
|
Director |
|
December 22, 1999 |
/s/ MICHAEL MORITZ
Michael Moritz |
|
Director |
|
December 22, 1999 |
/s/ JERRY YANG
Jerry Yang |
|
Director |
|
December 22, 1999 |
|
|
|
|
|
INDEX TO EXHIBITS
Exhibit
Number
|
|
Description
|
| 5.1 |
|
Opinion of Venture Law Group, A Professional Corporation |
| 23.1 |
|
Consent of PricewaterhouseCoopers LLP, Independent Accountants |
| 23.2 |
|
Consent of Venture Law Group, A Professional Corporation (included in Exhibit 5.1) |
| 24.1 |
|
Power of Attorney (see page II-3) |
TABLE OF CONTENTS
THE COMPANY
RISK FACTORS
USE OF PROCEEDS
ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS
SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS
Prepared by MERRILL CORPORATION www.edgaradvantage.com
EXHIBIT 5.1
OPINION OF COUNSEL
December 22, 1999
Yahoo! Inc.
3420 Central Expressway
Santa Clara, CA 95051
Registration Statement on Form S-3 (File No. 333- )
Ladies and Gentlemen:
We
have examined the Registration Statement on Form S-3 to be filed by you with the Securities and Exchange Commission on or about December 22, 1999 (the
"Registration Statement") in connection with the registration under the Securities Act of 1933 of shares of your common stock (the "Shares"), to be sold by certain stockholders listed in the
Registration Statement (the "Selling Stockholders"). As your legal counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the sale of the Shares.
It
is our opinion that the Shares, when sold by the selling stockholders in the manner described in the Registration Statement, will be legally and validly issued, fully paid and
nonassessable.
We
consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever it appears in the Registration Statement and in
any amendment to it.
Prepared by MERRILL CORPORATION www.edgaradvantage.com
CONSENT OF INDEPENDENT ACCOUNTANTS
We
hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of Yahoo! Inc. of our report dated January 8, 1999, except as to the stock
split described in Note 1 which is as of February 8, 1999 and the poolings of interests with GeoCities, Encompass, Inc. and Online Anywhere and the reincorporation as described in
Note 1 and Note 11 which are as of May 28, 1999 and the pooling of interests with broadcast.com inc. as described in Note 1 and Note 11 which is as of
July 20, 1999 relating to the consolidated financial statements of Yahoo! Inc., which appears in Yahoo! Inc.'s Current Report on Form 8-K filed on July 20, 1999, as amended on
December 23, 1999. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/
PricewaterhouseCoopers LLP
San
Jose, California
December 23, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
