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This excerpt taken from the EBAY 8-K filed Jan 20, 2010. About eBay Inc. Founded in 1995 in San Jose, Calif., eBay Inc. (NASDAQ:EBAY) connects millions of buyers and sellers globally on a daily basis through eBay, the world’s largest online marketplace, and PayPal, which enables individuals and businesses to securely, easily and quickly send and receive online payments. We also reach millions through specialized marketplaces such as StubHub, the world’s largest ticket marketplace, and eBay Classifieds, which together has presence in more than 1,000 cities around the world. For more information about the company and our global portfolio of online brands, visit www.ebayinc.com. This excerpt taken from the EBAY 8-K filed Nov 6, 2009. About eBay Inc. Founded in 1995, eBay Inc. (NASDAQ: EBAY) connects hundreds of millions of people around the world every day, empowering them to explore new opportunities and innovate together. eBay does this by
providing the Internet platforms of choice for global commerce, payments and communications. Since its inception, eBay has expanded to include some of the strongest brands in the world, including eBay, PayPal, Skype, StubHub, Shopping.com, and others. eBay is headquartered in San Jose, California. For more information, please visit www.ebay.com. This excerpt taken from the EBAY 8-K filed Oct 21, 2009. About eBay Inc. Founded in 1995, eBay Inc. connects hundreds of millions of people around the world every day, empowering them to explore new opportunities and innovate together. eBay Inc. does this by providing the Internet platforms of choice for global commerce, payments and communications. Since its inception, eBay Inc. has expanded to include some of the strongest brands in the world, including eBay, PayPal, Skype, StubHub, Shopping.com, and others. eBay Inc. is headquartered in San Jose, Calif. This excerpt taken from the EBAY 8-K filed Sep 1, 2009. About eBay Inc. Founded in 1995, eBay Inc. (NASDAQ: EBAY) connects hundreds of millions of people around the world every day, empowering them to explore new opportunities and innovate together. eBay does this by providing the Internet platforms of choice for global commerce, payments and communications. Since its inception, eBay has expanded to include some of the strongest brands in the world, including eBay, PayPal, Skype, StubHub, Shopping.com, and others. eBay is headquartered in San Jose, California. For more information, please visit www.ebay.com. This excerpt taken from the EBAY 8-K filed Jul 22, 2009. About eBay Inc. Founded in 1995, eBay Inc. connects hundreds of millions of people around the world every day, empowering them to explore new opportunities and innovate together. eBay Inc. does this by providing the Internet platforms of choice for global commerce, payments and communications. Since its inception, eBay Inc. has expanded to include some of the strongest brands in the world, including eBay, PayPal, Skype, StubHub, Shopping.com, and others. eBay Inc. is headquartered in San Jose, California.
2
This excerpt taken from the EBAY 8-K filed Apr 22, 2009. About eBay Inc. Founded in 1995, eBay Inc. connects hundreds of millions of people around the world every day, empowering them to explore new opportunities and innovate together. eBay Inc. does this by providing the Internet platforms of choice for global commerce, payments and communications. Since its inception, eBay Inc. has expanded to include some of the strongest brands in the world, including eBay, PayPal, Skype, StubHub, Shopping.com, and others. eBay Inc. is headquartered in San Jose, California. This excerpt taken from the EBAY 8-K filed Apr 16, 2009. About eBay Inc. Founded in 1995, eBay Inc. connects hundreds of millions of people around the world every day, empowering them to explore new opportunities and innovate together. eBay Inc. does this by providing the Internet platforms of choice for global commerce, payments and communications. Since its inception, eBay Inc. has expanded to include some of the strongest brands in the world, including eBay, PayPal, Skype, Shopping.com, and others. eBay Inc. is headquartered in San Jose, California. These excerpts taken from the EBAY 8-K filed Jan 22, 2009. eBay Inc.
(Exact name of registrant as
specified in its charter)
2145 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive
offices)
(408) 376-7400
(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):
Table of Contents
About
eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of
people around the world every day, empowering them to explore
new opportunities and innovate together. eBay Inc. does this by
providing the Internet platforms of choice for global commerce,
payments and communications. Since its inception, eBay Inc. has
expanded to include some of the strongest brands in the world,
including eBay, PayPal, Skype, StubHub, Shopping.com, and
others. eBay Inc. is headquartered in San Jose, California.
These excerpts taken from the EBAY 8-K filed Jan 21, 2009. eBay Inc.
(Exact name of registrant as
specified in its charter)
2145 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive
offices)
(408) 376-7400
(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):
TABLE OF CONTENTS
Table of Contents
The information in this report is being furnished and shall not
be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange
Act”), and is not to be incorporated by reference into any
filing by eBay Inc. under the Securities Act of 1933 or the
Exchange Act, regardless of any general incorporation language
contained in such filing.
On January 21, 2009, eBay Inc. announced its financial
results for the quarter and year ended December 31, 2008. A
copy of eBay’s press release announcing its financial
results and certain other information is attached as
Exhibit 99.1 to this report.
The attached press release includes the following financial
measures defined as “non-GAAP financial measures” by
the Securities and Exchange Commission: non-GAAP net income,
non-GAAP earnings per diluted share, non-GAAP operating margin,
non-GAAP effective tax rate, and free cash flow. These measures
may be different from non-GAAP financial measures used by other
companies. The presentation of this financial information, which
is not prepared under any comprehensive set of accounting rules
or principles, is not intended to be considered in isolation or
as a substitute for the financial information prepared and
presented in accordance with generally accepted accounting
principles. See “Non-GAAP Measures of Financial
Performance,” “Reconciliation of GAAP Operating
Margin to Non-GAAP Operating Margin,”
“Reconciliation of GAAP Net Income to
Non-GAAP Net Income,” “Reconciliation of GAAP to
Non-GAAP Effective Tax Rate,” “Reconciliation of
Operating Cash Flows to Free Cash Flow,” and “Business
Outlook” included in the attached press release for further
information regarding these non-GAAP financial measures,
including a reconciliation of these measures to the nearest
comparable GAAP measures and an explanation of why eBay includes
these non-GAAP measures.
The attached press release also contains forward-looking
statements relating to eBay’s future performance. A more
thorough discussion of certain factors that may affect
eBay’s actual results is included under the captions
“Risk Factors” and “Management’s Discussion
and Analysis of Financial Condition and Results of
Operations” in eBay’s Annual Report on
Form 10-K
for the year ended December 31, 2008, which will be filed
with the SEC during the first quarter of 2009.
(c) Exhibits.
The following exhibit is furnished with this report:
Table of Contents
About
eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of
people around the world every day, empowering them to explore
new opportunities and innovate together. eBay Inc. does this by
providing the Internet platforms of choice for global commerce,
payments and communications. Since its inception, eBay Inc. has
expanded to include some of the strongest brands in the world,
including eBay, PayPal, Skype, StubHub, Shopping.com, and
others. eBay Inc. is headquartered in San Jose, California.
This excerpt taken from the EBAY 8-K filed Oct 15, 2008. About
eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of
people around the world every day, empowering them to explore
new opportunities and innovate together. eBay Inc. does this by
providing the Internet platforms of choice for global commerce,
payments and communications. Since its inception, eBay Inc. has
expanded to include some of the strongest brands in the world,
including eBay, PayPal, Skype, StubHub, Shopping.com, and
others. eBay Inc. is headquartered in San Jose, California.
These excerpts taken from the EBAY 8-K filed Jul 16, 2008. eBay Inc.
(Exact name of registrant as
specified in its charter)
2145 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive
offices)
About
eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of
people around the world every day, empowering them to explore
new opportunities and innovate together. eBay Inc. does this by
providing the Internet platforms of choice for global commerce,
payments and communications. Since its inception, eBay Inc. has
expanded to include some of the strongest brands in the world,
including eBay, PayPal, Skype, StubHub, Shopping.com, and
others. eBay Inc. is headquartered in San Jose, California.
These excerpts taken from the EBAY 8-K filed Apr 16, 2008. eBay Inc.
(Exact name of registrant as
specified in its charter)
About
eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of
people around the world every day, empowering them to explore
new opportunities and innovate together. eBay Inc. does this by
providing the Internet platforms of choice for global commerce,
payments and communications. Since its inception, eBay Inc. has
expanded to include some of the strongest brands in the world,
including eBay, PayPal, Skype, StubHub, Shopping.com, and
others. eBay Inc. is headquartered in San Jose, California.
These excerpts taken from the EBAY 8-K filed Jan 23, 2008. eBay Inc.
(Exact name of registrant as
specified in its charter)
About
eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of
people around the world every day, empowering them to explore
new opportunities and innovate together. eBay Inc. does this by
providing the Internet platforms of choice for global commerce,
payments and communications. Since its inception, eBay Inc. has
expanded to include some of the strongest brands in the world,
including eBay, PayPal, Skype, Shopping.com, and others. eBay
Inc. is headquartered in San Jose, California.
These excerpts taken from the EBAY 8-K filed Oct 17, 2007. eBay Inc.
(Exact name of registrant as
specified in its charter)
About
eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of
people around the world every day, empowering them to explore
new opportunities and innovate together. eBay Inc. does this by
providing the Internet platforms of choice for global commerce,
payments and communications. Since its inception, eBay Inc. has
expanded to include some of the strongest brands in the world,
including eBay, PayPal, Skype, Shopping.com, and others. eBay
Inc. is headquartered in San Jose, California.
This excerpt taken from the EBAY 8-K filed Oct 1, 2007. eBay Inc.
(Exact name of registrant as
specified in its charter)
This excerpt taken from the EBAY 8-K filed Aug 3, 2007. eBay Inc.
(Exact name of registrant as
specified in its charter)
2145 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive
offices)
These excerpts taken from the EBAY 8-K filed Jul 18, 2007. eBay Inc.
(Exact name of registrant as
specified in its charter)
About
eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of
people around the world every day, empowering them to explore
new opportunities and innovate together. eBay Inc. does this by
providing the Internet platforms of choice for global commerce,
payments and communications. Since its inception, eBay Inc. has
expanded to include some of the strongest brands in the world,
including eBay, PayPal, Skype, Shopping.com, and others. eBay
Inc. is headquartered in San Jose, California.
These excerpts taken from the EBAY 8-K filed Apr 18, 2007. eBay Inc.
(Exact name of registrant as
specified in its charter)
2145 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive
offices)
About
eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of
people around the world every day, empowering them to explore
new opportunities and innovate together. eBay Inc. does this by
providing the Internet platforms of choice for global commerce,
payments and communications. Since its inception, eBay Inc. has
expanded to include some of the strongest brands in the world,
including eBay, PayPal, Skype, Shopping.com, and others. eBay
Inc. is headquartered in San Jose, California.
This excerpt taken from the EBAY 10-K filed Feb 28, 2007. About
eBay Inc.
We operate three primary business segments, Marketplaces,
Payments and Communications. We provide online marketplaces for
the sale of goods and services, online payments services and
online communication offerings to a diverse community of
individuals and businesses. Our Marketplaces segment provides
the infrastructure to enable online commerce in a variety of
platforms, including the traditional eBay.com platform, along
with our other online platforms, such as Shopping.com,
classifieds websites and Rent.com. Our wide array of
marketplaces websites brings together millions of buyers and
sellers every day on a local, national and international basis.
Our Payments segment, which consists of PayPal, enables
individuals or businesses to securely, easily and quickly send
and receive payments online. Our Communications segment, which
consists of Skype, enables VoIP calls between Skype users, and
also provides Skype users low-cost connectivity to traditional
fixed-line and mobile telephones.
These excerpts taken from the EBAY 8-K filed Jan 24, 2007. eBay Inc.
(Exact name of registrant as
specified in its charter)
About
eBay Inc.
Founded in 1995, eBay pioneers communities built on commerce,
sustained by trust, and inspired by opportunity. eBay enables
ecommerce on a local, national and international basis with an
array of websites — including the eBay Marketplaces,
PayPal, Skype, Kijiji, Rent.com and Shopping.com —
that bring together millions of buyers and sellers every day.
These excerpts taken from the EBAY 8-K filed Oct 18, 2006. eBay Inc.
(Exact name of registrant as specified in its charter)
2145 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive offices)
eBay
Inc.
Unaudited Communications Supplemental Operating Data
(In Millions, Except Percentages)
This excerpt taken from the EBAY 8-K filed Jul 19, 2006. eBay Inc.
(Exact name of registrant as
specified in its charter)
2145 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive
offices)
This excerpt taken from the EBAY 8-K filed Sep 15, 2005. eBay Inc.
(Exact name of registrant as specified in its charter)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 11, 2005, eBay Inc. (“eBay”), Skype Technologies S.A., a limited company (société
anonyme) registered under the laws of the Grand Duchy of Luxembourg (“Skype”), and the shareholders
and warrant holders of Skype (collectively, the “Sellers”) entered into a Sale and Purchase
Agreement under which eBay has agreed to acquire all of the outstanding share capital of Skype (the
“Purchase Agreement”) for an initial payment consisting of
approximately € 2.1 billion, or approximately $2.6 billion, which is
comprised of approximately $1.3 billion in cash and the value of approximately 32.4
million
shares of eBay common stock, plus potential earn out payments tied to the achievement of certain
performance targets prior to June 30, 2009. All dollar amounts herein are based on the
Euro-Dollar exchange rate as of September 9, 2005.
The
maximum amount potentially payable under the performance-based
earn-out is approximately €1.2 billion, or approximately $1.5
billion, and would be payable in cash or eBay stock, at eBay’s
discretion, with expected payment dates in 2008 and/or 2009. Skype
shareholders were offered the choice between several consideration
options for their shares. Shareholders representing approximately 40%
of the Skype shares chose to receive a single payment in cash and
eBay stock at the close of the transaction (the “Fixed
Consideration Election”). Shareholders representing the
remaining 60% of the Skype shares chose to receive a reduced up-front
payment in cash and eBay stock at the close plus potential future
earn-out payments which are based on performance-based targets for
active users, gross profit and revenue (the “Earn Out
Election”).
The terms and conditions of the earn out payments are set forth in an Earn Out Agreement entered
into concurrently with the Purchase Agreement by eBay, Skype and the Sellers who elected to receive
the earn out payments. The earn out payments are contingent upon Skype achieving: (a) a net revenue
and gross margin-based target; (b) a gross profit-based target;
and (c) a target based on
the number of active users of Skype’s communication products. Base earn out payments of up to an
aggregate of approximately €900 million, or approximately
$1.1 billion, weighted equally among the three
targets, would be payable if the
targets are achieved over any four-quarter period commencing on January 1, 2006 through June 30,
2009. Additional bonus earn out payments of up to an aggregate of
approximately €300 million, or approximately $400 million, weighted equally
among the three targets, would be payable if Skype exceeds the
targets during calendar year
2008.
The eBay
stock to be issued in connection with the acquisition will be issued
in reliance on certain exemptions from registration available under
applicable securities law. Seventy-five percent of the shares of eBay
stock to be issued to Sellers who made the Fixed Consideration
Election that are not otherwise deposited into escrow will be
subject to contractual restrictions on transfer that will lapse with
respect to one-third of such shares on each of the 180th, 360th and
540th day following the closing of the acquisition. All of the shares
of eBay stock to be issued to Sellers who made the Earn Out Election that are included in the up-front payment but are not otherwise deposited into escrow will be subject to
contractual restrictions on transfer that will lapse with respect to
twenty-five percent of such shares on each of the 180th, 360th, 540th
and 720th day following the closing of the acquisition. eBay and the
Sellers have entered into a Registration Rights Agreement requiring
eBay to file a registration statement on Form S-3 covering the resale
of such eBay stock within 75 days following the closing of the
acquisition.
The closing of the acquisition is conditioned upon customary closing conditions, as well as the
execution of an option assumption agreement by holders representing at least 85% of the outstanding
Skype stock options, as well as 85% of the holders thereof, whereby
each unexercised Skype option would be
assumed by eBay and converted into an option to acquire eBay common stock.
The foregoing description of the Purchase Agreement, the Earn Out Agreement and the Registration
Rights Agreement do not purport to be complete and is qualified in its entirety by reference to
such agreements which are filed as Exhibits 2.1, 2.2 and 10.1, respectively, hereto and are
incorporated herein by reference. The press release announcing the acquisition, dated September 12,
2005, is filed as Exhibit 99.1 hereto.
Item 9.01
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.
EXHIBIT
INDEX
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