Current Report Filing (8-k)
May 26 2017 - 1:55PM
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): May 26, 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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☐
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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 May 26, 2017, the registrants majority-owned subsidiary Changyou.com
Limited (NASDAQ: CYOU) (
Changyou
) issued a press release announcing that the board of directors of Changyou (the Changyou Board) has formed a special committee to review and evaluate a previously-announced
non-binding
proposal (the Proposal) that the Changyou Board 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 Changyou
regarding the foregoing is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
(d) Exhibits.
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2.1
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Press release: Changyou.com Announces Formation of Independent Special Committee to Review Preliminary
Non-Binding
Proposal to Acquire the Company
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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. We caution you that a number of important factors could cause actual results to differ materially from those contained in any
forward-looking statement. 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, or that a transaction based on
the Proposal or any other similar transaction will be approved or 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: May 26, 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
Acting Chief Financial
Officer
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