Current Report Filing (8-k)
July 14 2017 - 8:22AM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported): July 14, 2017
SOHU.COM INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-30961
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98-0204667
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Level 18, SOHU.com Media Plaza
Block 3, No. 2 Kexueyuan South Road, Haidian District
Beijing 100190
Peoples Republic of China
(011) 8610-6272-6666
(Address, including zip code, of registrants principal executive offices
and registrants telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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On July 14, 2017, the registrant announced that the special committee (the Special
Committee) of the registrants board of directors has retained Citigroup Global Markets Inc. as its financial advisor and Shearman & Sterling as its United States legal counsel in connection with its review and evaluation of the
previously-announced
non-binding
proposal (the Proposal) that the board of directors of the registrants majority-owned subsidiary Changyou.com Limited (NASDAQ: CYOU) (Changyou)
received on May 22, 2017 from Dr. Charles Zhang, the Chairman and Chief Executive Officer of the registrant and the Chairman of the Board of Changyou, for the acquisition of all outstanding shares in Changyou, including shares represented
by American depositary shares, by an acquisition vehicle to be formed by Dr. Zhang. A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
The Special Committee is continuing its review and evaluation of the Proposal. There can be no assurance that any definitive offer relating to the
Proposal will be made to Changyou, that any definitive agreement relating to the Proposal will be entered into by Changyou and by the registrant, or that a transaction based on the Proposal or any other similar transaction will be consummated.
Item 9.01
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Financial Statements and Exhibits.
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99.1
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Press Release dated July 14, 2017
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Safe Harbor Statement
This report may contain forward-looking statements. Statements that are not historical facts, including statements about the registrants beliefs and
expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. The registrant cautions you that a number of important factors could cause actual results to differ materially from those contained in
any forward-looking statement.
The registrant also cautions you that the Proposal is
non-binding
and incomplete,
and that neither the Special Committee nor the special committee appointed by Changyous board of directors to review and evaluate the Proposal on behalf of Changyou has made any decision with respect to the registrants or Changyous
response to the Proposal. There can be no assurance that any definitive offer relating to the Proposal will be made to Changyou, that any definitive agreement relating to the Proposal will be entered into by Changyou and by the registrant, or that a
transaction based on the Proposal or any other similar transaction will be consummated.
SIGNATURES
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.
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DATED: July 14, 2017
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SOHU.COM INC.
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By:
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/s/ Joanna Lv
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Joanna Lv
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Acting Chief Financial Officer
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