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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
HOTJOBS.COM, LTD.
(Name of Subject Company (Issuer))
HJ ACQUISITION CORP.,
a wholly-owned subsidiary of Yahoo! Inc.
and
YAHOO! INC.
(Name of Filing Persons (Offeror))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
441474103
(Cusip Number of Class of Securities)
Susan
L. Decker
Executive Vice President, Finance and Administration, and Chief Financial Officer
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
408-349-3300
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With Copies to:
| Michael J. Callahan Deputy General Counsel Yahoo! Inc. 701 First Avenue Sunnyvale, California 94089 (408) 349-3300 |
Kenton J. King, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1100 Palo Alto, California 94301 (650) 470-4500 |
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
/x/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: / /
This Amendment No. 4 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the Securities and Exchange Commission on January 11, 2002 and amended by Amendment No. 1 thereto filed on January 29, 2002, Amendment No. 2 thereto filed on January 30, 2002, and Amendment No. 3 thereto filed on February 1, 2002, by HJ Acquisition Corp. ("HJ"), a Delaware corporation and a wholly-owned subsidiary of Yahoo! Inc., a Delaware corporation ("Yahoo!"), relating to the third-party tender offer by HJ to exchange all outstanding shares of common stock, par value $0.01 per share, of HotJobs.com, Ltd., a Delaware corporation ("HotJobs.com"), for cash and shares of common stock, par value $0.001 per share, of Yahoo! ("Yahoo! Common Stock"), based on the exchange ratio described in the Preliminary Prospectus/Offer to Purchase referenced below (the "Offer").
The Offer is made pursuant to an Agreement and Plan of Merger, dated as of December 27, 2001 among Yahoo!, HJ and HotJobs.com, which contemplates the Offer and the merger of HotJobs.com into HJ (or another subsidiary of Yahoo!), or, under circumstances described in the Preliminary Prospectus/Offer to Purchase referenced below, the merger of HJ (or another subsidiary of Yahoo!) into HotJobs.com (the "Merger"). On January 11, 2002 HJ and Yahoo! filed a registration statement with the Securities and Exchange Commission on Form S-4 relating to the shares of Yahoo! Common Stock to be issued to stockholders of HotJobs.com in the Offer and the Merger, which was amended on January 29, 2002 and February 1, 2002 (the "Registration Statement") and declared effective at 4.30 p.m. (EST) on Wednesday, February 6, 2002. The terms and conditions of the Offer and the Merger (as may from time to time be amended, supplemented or finalized) are described in the Preliminary Prospectus/Offer to Purchase which is a part of the Registration Statement (the "Preliminary Prospectus/Offer to Purchase"), and the related Letter of Transmittal, which were filed as Exhibits (a)(1) and (a)(2) to the Schedule TO.
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Preliminary Prospectus/Offer to Purchase or in the Schedule TO.
Item 11. Additional Information
Item 11(b) of the Schedule TO is hereby amended and supplemented to add to the end thereof the following:
"On Wednesday, February 6, 2002 at 4:30 p.m. (EST), SEC provided oral notification to HJ, Yahoo! and HotJobs.com that the Yahoo! Registration Statement on Form S-4 filed in connection with its acquisition of HotJobs.com was declared effective. That same day, the exchange ratio, or the number of shares of Yahoo! common stock to be exchanged for each share of HotJobs.com common stock tendered by HotJobs.com stockholders was determined to be 0.3045, and the corresponding cash consideration to be paid to tendering HotJobs.com shareholders was determined to be $5.25."
Item 12 is hereby amended and supplemented to add the following exhibit:
"(a)(10) Joint Press Release issued by Yahoo! and HotJobs.com, dated February 7, 2002."
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| YAHOO! INC. | ||||
By: |
/s/ SUSAN L. DECKER Name: Susan L. Decker Title: Executive Vice President, Finance and Administration and Chief Financial Officer |
|||
HJ ACQUISITION CORP. |
||||
By: |
/s/ SUSAN L. DECKER Name: Susan L. Decker Title: Chief Financial Officer |
|||
Date: February 7, 2002
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| EXHIBIT NO. |
DESCRIPTION |
|
|---|---|---|
| (a)(10) | Joint Press Release issued by Yahoo! and HotJobs.com, dated February 7, 2002. |
SIGNATURE
EXHIBIT INDEX
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Yahoo! and HotJobs Announce Exchange Ratio for
HotJobs Common Stock
SEC Declares Yahoo!'s Registration Statement Effective
SUNNYVALE, CA and NEW YORK—February 7, 2002—Yahoo! Inc. (Nasdaq: YHOO) and HotJobs.com, Ltd. (Nasdaq: HOTJ) today announced the exchange ratio, or the number of shares of Yahoo! common stock to be exchanged for each share of HotJobs common stock tendered by HotJobs stockholders, and the corresponding cash consideration to be paid to tendering HotJobs stockholders. In accordance with the terms of the previously executed merger agreement, HotJobs stockholders will receive 0.3045 shares of Yahoo! common stock and $5.25 for each share of HotJobs common stock validly tendered and not withdrawn, provided the initial offering period is not extended beyond the currently scheduled expiration date of 12:00 midnight New York City time on February 8, 2002. If the initial offering period is extended beyond such date, the exchange ratio will be recalculated and Yahoo! will issue a press release disclosing the new exchange ratio.
Yahoo! and HotJobs also announced that the Securities and Exchange Commission has declared effective Yahoo!'s registration statement relating to the exchange offer for all shares of HotJobs common stock in exchange for cash and common stock of Yahoo!, pursuant to the terms of its previously executed merger agreement with HotJobs.
If shares representing ninety percent or more of HotJobs common stock outstanding are accepted for payment by Yahoo!, Yahoo! plans to effect the merger between HotJobs and a wholly-owned subsidiary of Yahoo! without a vote of HotJobs' stockholders as soon as practicable thereafter pursuant to the previously executed merger agreement with HotJobs. If shares representing less than ninety percent of HotJobs common stock outstanding are accepted for payment by Yahoo!, then Yahoo! may commence a subsequent offering period, as more fully described in the merger agreement and the offer to purchase previously delivered to each HotJobs stockholder and publicly available at www.sec.gov. If Yahoo! commences a subsequent offering period or extends the initial offering period, it will issue a press release to that effect before 9 a.m., Eastern time, on February 11, 2002.
The exchange offer is subject to certain conditions, as more fully described in the merger agreement and the offer to purchase.
Requests for assistance or for copies of the offer materials should be directed to the information agent for the offer, Georgeson Shareholder Communications, Inc., toll-free at 1-866-736-8819.
# # #
About Yahoo!
Yahoo! Inc. is a leading global Internet communications, commerce and media company that offers a comprehensive branded network of services to more than 219 million individuals each month worldwide. As the first online navigational guide to the Web, www.yahoo.com is the leading guide in terms of traffic, advertising, household and business user reach. Yahoo! is the No. 1 Internet brand globally and reaches the largest audience worldwide. Through Yahoo! Enterprise Solutions, the company also provides online business and enterprise services designed to enhance the productivity and Web presence of Yahoo!'s clients. The company's global Web network includes 24 World properties. Headquartered in Sunnyvale, Calif., Yahoo! has offices in Europe, Asia, Latin America, Australia, Canada and the United States.
About HotJobs
HotJobs.com, Ltd. is a leading recruiting solutions and software company. The company's flagship job site, HotJobs.com (http://www.hotjobs.com), is the most-visited career domain according to independent research by Media Metrix. In addition to its popular consumer job board, HotJobs provides employers with progressive recruiting solutions such as its Resumix® and Softshoe® hiring management software, Agency Desktop and Diversity Marketing Solutions. The company recently ranked #14 in Bloomberg Personal Finance Magazine's coveted "Tech 100" list.
Additional Information and Where to Find It
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of HotJobs. HotJobs stockholders are urged to read the relevant exchange offer documents because they contain important information that stockholders should consider before making any decision regarding tendering their shares. Yahoo! has filed exchange offer materials with the Securities and Exchange Commission and HotJobs has filed a solicitation/recommendation statement with respect to the offer. The exchange offer materials (including a Preliminary Prospectus/Offer to Purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement contain important information, which should be read carefully before any decision is made with respect to the offer. The Preliminary Prospectus/Offer to Purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, are available to all stockholders of HotJobs at no expense to them by contacting the information agent, Georgeson Shareholder Communications Inc., 111 Commerce Road, Carlstadt, New Jersey 07072, at 866/736-8819. The exchange offer materials (including the Preliminary Prospectus/Offer to Purchase, the related letter of transmittal and all other documents filed with the SEC) and the solicitation/recommendation statement are also available for free at the SEC's website at www.sec.gov.
Yahoo!
and the Yahoo! logo are registered trademarks of Yahoo! Inc.
All other names are trademarks and/or registered trademarks of their respective owners.
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Media Contact for Yahoo!:
Joanna Stevens, (408) 349 7855, joanna@yahoo-inc.com
Investor Contact for Yahoo!:
Cathy La Rocca, (408) 349 5188, cathy@yahoo-inc.com
Contact for HotJobs.com, Ltd.
Julie Shermak, (212) 699 5375
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