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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sohu.com Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
83408W103
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
83408W103 |
| 1 | NAMES OF REPORTING PERSONS Eric Semler |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 114,400 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 114,400 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 114,400 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| .3%** | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| IN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
2
CUSIP No. |
83408W103 |
| 1 | NAMES OF REPORTING PERSONS TCS Capital GP, LLC |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 114,400 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 114,400 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 114,400 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| .3%** | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
3
SCHEDULE 13G
This Amendment No. 1 (“Amendment”) to Schedule 13G (the “Schedule 13G”), relating to shares of
common stock, par value $0.001 per share (the “Common Stock”), of Sohu.com Inc., a Delaware
corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the
“Commission”). This Schedule 13G is being filed on behalf of TCS Capital GP, LLC, a Delaware
limited liability company (“TCS GP”) and Eric Semler the principal of TCS GP.
This Schedule 13G relates to shares of Common Stock of the Issuer purchased by Eric Semler and
TCS GP for the accounts of (i) TCS Capital, L.P., a Delaware limited partnership (“TCS Capital”),
(ii) TCS Capital II, L.P., a Delaware limited partnership (“TCS Capital II”), and (iii) TCS
Capital Investments, L.P. a Cayman Islands exempted limited partnership (“TCS Offshore”). TCS
Capital holds 6,500 shares of the Common Stock, TCS Capital II holds 35,700 shares of the Common
Stock, and TCS Offshore holds 72,200 shares of the Common Stock. TCS GP acts as general partner to
each of TCS Capital, TCS Capital II and TCS Offshore, and Mr. Semler, as manager of TCS GP,
controls the investment decisions of TCS GP.
This Amendment is being filed to amend and restate Items 4 and 5 as follows:
Item 4 Ownership.
| (a) | TCS GP (as the general partner of TCS Offshore, TCS Capital II.
and TCS Capital) is the beneficial owner of 114,400 shares of Common Stock, and
Eric Semler (as the principal of TCS GP) is the beneficial owner of 114,400
shares of Common Stock. |
||
| (b) | TCS GP is the beneficial owner of .3% of the outstanding shares
of Common Stock and Eric Semler is the beneficial owner of .3% of the
outstanding shares of Common Stock. These percentages are determined by
dividing 114,400 by 37,497,553, the number of shares of Common Stock issued and
outstanding as of September 30, 2007, as reported by the Issuer in a Form 10-Q
filed with the Commission on November 7, 2007. |
||
| (c) | As the general partner of TCS Offshore, TCS Capital II, and TCS
Capital, TCS GP has the sole power to vote and dispose of the 114,400 shares of
Common Stock beneficially owned by it. As the principal of TCS GP, Eric Semler
has the sole power to vote and dispose of the 114,400 shares of Common Stock
beneficially owned by him. |
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting
Persons have ceased to be the beneficial owners of more than five percent of the class of
securities, check the following þ.
4
Exhibits Exhibit 1
Joint Filing Agreement between TCS Capital GP, LLC and Eric Semler.
SIGNATURE
After reasonable 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.
Date: February 14, 2008
| TCS Capital GP, LLC |
||||
| By: | /s/ Eric Semler | |||
| Name: Eric Semler | ||||
| Title: Managing Member | ||||
| /s/ Eric Semler | ||||
| Eric Semler | ||||
5
6
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G
(including any and all amendments thereto) with respect to the common stock, par value $0.001, of
Sohu.com Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit
to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2008.
| TCS Capital GP, LLC |
||||
| By: | /s/ Eric Semler | |||
| Name: Eric Semler | ||||
| Title: Managing Member | ||||
| /s/ Eric Semler | ||||
| Eric Semler | ||||