8-K 1 a51027470.htm YAHOO! INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

January 27, 2015
Date of Report (Date of earliest event reported)


Yahoo! Inc.
(Exact name of registrant as specified in its charter)

Delaware

000-28018 77-0398689
(State or other jurisdiction

of incorporation)

(Commission File Number) (IRS Employer

Identification No.)

701 First Ave.
Sunnyvale, California 94089
(Address of principal executive offices, including zip code)

(408) 349-3300
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01  Regulation FD Disclosure.

On January 27, 2015, Yahoo announced a plan for a tax-free spin-off of its remaining holdings in Alibaba Group Holding Limited into a newly formed independent registered investment company, the stock of which will be distributed pro rata to Yahoo shareholders, resulting in that company becoming a separate publicly traded company.  A copy of Yahoo's press release is attached hereto as Exhibit 99.1.

The information in this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Yahoo under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

        The following exhibit is furnished with this report on Form 8-K:

Exhibit No.

Description

99.1 Yahoo! Inc. press release dated January 27, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

YAHOO! INC.

 

 

By:

/s/ Ronald S. Bell

Ronald S. Bell

General Counsel and Secretary

 

Date: January 27, 2015

YAHOO!  INC.

INDEX TO EXHIBITS

Exhibit No.

Description

 

99.1

Yahoo! Inc. press release dated January 27, 2015