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 31, 2005
SOHU.COM INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-30961 | 98-0204667 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
Level 12, Vision International Center
No. 1 Unit Zhongguancun East Road, Haidian District
Beijing 100084
People’s Republic of China
(011) 8610-6272-6666
(Address, including zip code, of registrant’s principal executive offices
and registrant’s 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):
| ¨ | 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 May 31, 2005, Sohu.com Inc. (the “Company”) announced that it closed the acquisition of GO2MAP Inc., a company incorporated in the Cayman Islands and its affiliate, Beijing Tu Xing Tian Xia Information Consultancy Co., Ltd., a wholly-domestic owned limited liability company established and existing under the laws of the People’s Republic of China, one of the leading online mapping service providers in China.
A copy of the press release issued by the Company regarding the foregoing is attached to this report as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits. |
| 99.1 | Press Release issued by the Company on May 31, 2005. |
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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.
| DATED: June 1, 2005 |
SOHU.COM INC. | |||
| By: | /s/ Carol Yu | |||
| Carol Yu | ||||
| Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by the Company on May 31, 2005. |
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Exhibit 99.1
SOHU Announces Closing of Go2Map Acquisition
BEIJING, CHINA, May 31, 2005 - SOHU.com (NASDAQ: SOHU), China’s leading online media, communications, commerce and mobile value-added services company, reports that it has closed the acquisition of Go2Map Inc. and Go2Map Inc.’s affiliate, Beijing Tu Xing Tian Xia Information Consultancy Co., Ltd., collectively referred to as Go2Map, one of the leading online mapping service providers in China.
The acquisition involves the payment of US$9.3 million in cash, of which US$400,000 had been paid as of the signing of the share purchase agreement, and US$8.9 million was paid upon the closing of the acquisition on May 31, 2005. An additional amount, not to exceed US$2.5 million, will be paid over two years after the closing of the acquisition, subject to the satisfaction and attainment of certain post closing operating and financial milestones of Go2Map.
“We believe the Go2Map acquisition will enhance our overall competitive strength as a portal and search engine as we integrate Go2Map’s rich technological expertise in professional location-based information. We expect Go2Map to contribute to our strength in localization search as it allows us to offer our consumers more differentiated and compelling content in our drive to make SoGou one of the leading online search engines for the Chinese market,” said Charles Zhang, chairman and CEO of SOHU.COM. This week SOHU’s proprietary search engine SoGou launched its mapping search services in open beta version, integrating Go2Map’s technology to provide convenient maps, location and transportation information to SoGou users. Currently SoGou has over three million pieces of mapping data, covering 200 cities across China, including high-way information, intra-city transportation as well as street information, which are all easily accessible to users by use of key words.
SoGou’s mapping search services are a highly targeted marketing tool for small and medium sized enterprises. These enterprises can mark out their business location and contact information in SoGou’s mapping database.
“Since its launch in August of last year SoGou has developed very fast, with our database comprising close to one billion Chinese language indexed web pages and traffic jumping into the Top 20 of most visited Chinese websites according to Alexa.com. The launch of SoGou mapping services is expected to be another milestone in SoGou’s ongoing development,” further commented Charles Zhang, chairman and CEO of SOHU.COM
Safe Harbor Statement
This announcement contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. 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. Potential risks and uncertainties include, but are not limited to, SOHU’s historical and possible future losses, limited operating
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history, uncertain regulatory landscape in the People’s Republic of China, fluctuations in quarterly operating results, and the company’s reliance on online advertising sales, wireless services (most wireless revenues are collected from a few mobile telecom operators), online games and e-commerce for its revenues. Further information regarding these and other risks is included in SOHU’s annual report on Form 10-K for the year ended December 31, 2004, and other filings with the Securities and Exchange Commission.
About SOHU
SOHU.COM Inc. (NASDAQ: SOHU) is China’s premier online brand and indispensable to the daily life of millions of Chinese who use the portal network for their news, search, e-mail, wireless messaging, instant messaging, browsing, games and shopping. SOHU has built one of the most comprehensive matrices of Chinese language web properties and proprietary search engines, consisting of the mass portal and leading online media destination www.sohu.com; interactive search engine www.sogou.com; the #1 online alumni club www.chinaren.com; #1 games information portal www.17173.com; top real estate website www.focus.cn; and wireless value-added services provider www.goodfeel.com.cn. This network of web properties offers the vast SOHU user community very broad choices regarding information, entertainment, communication and commerce. SOHU corporate services consist of online advertising on its matrix of websites as well as paid listing and bidding listing on its in-house developed search directory and engine. SOHU also offers three types of consumer services. SOHU offers wireless value-added services such as news, information, ringtone and picture content sent over mobile phones. The company also operates two massively multi-player online role-playing games and manages a business-to-consumer e-commerce platform.
SOHU.COM, established by Dr. Charles Zhang, one of China’s Internet pioneers, is in its ninth year of operation.
For further information:
Dahlia Wei
SOHU Investor Relations and Communications
Tel: +86 10 6272 6598
E-mail: ir@sohu-inc.com
http://www.sohu.com/about/English/
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