EBAY » Topics » Item 8.01. Other Events.

This excerpt taken from the EBAY 8-K filed Nov 6, 2009.

Item 8.01. Other Events.

On November 6, 2009, eBay issued a press release announcing the execution of the Settlement Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

This excerpt taken from the EBAY 8-K filed Sep 1, 2009.

Item 8.01. Other Events.

On September 1, 2009, eBay issued a press release announcing its sale of the Skype Companies, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

This excerpt taken from the EBAY 8-K filed May 1, 2009.

Item 8.01. Other Events.

The following is a brief description of each matter voted upon at eBay’s Annual Meeting of Stockholders held on April 29, 2009, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.

Each of the five directors proposed by eBay for re-election was elected by the following votes to serve until eBay’s 2012 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified. The tabulation of votes on this matter was as follows:

 

Director Name:

   Votes For    Votes Against    Abstentions    Broker Non-Votes

Marc L. Andreessen

   1,113,303,857    9,139,305    1,268,439    —  

William C. Ford, Jr.

   1,071,202,906    51,245,218    1,263,476    —  

Dawn G. Lepore

   1,104,254,648    17,944,645    1,512,308    —  

Pierre M. Omidyar

   1,109,058,547    13,239,041    1,414,012    —  

Richard T. Schlosberg, III

   1,112,599,153    9,728,404    1,384,043    —  

Stockholders also approved amendments to certain of eBay’s existing equity incentive plans to allow for a one-time stock option exchange program for employees other than eBay’s named executive officers and directors. The tabulation of votes on this matter was as follows: 849,416,028 votes for; 160,358,092 votes against; 2,456,230 abstentions; and 111,481,251 broker non-votes.

In addition, stockholders approved the amendment and restatement of the 2008 Plan to increase the aggregate number of shares authorized for issuance under the 2008 Plan by 50 million shares and to add market share and volume metrics as performance criteria under the 2008 Plan. The tabulation of votes on this matter was as follows: 878,517,816 votes for; 132,899,152 votes against; 813,383 abstentions; and 111,481,250 broker non-votes.

Stockholders ratified the selection of PricewaterhouseCoopers LLP as eBay’s independent auditors for eBay’s fiscal year ending December 31, 2009. The tabulation of votes on this matter was as follows: 1,117,462,394 votes for; 5,291,682 votes against; and 957,524 abstentions. There were no broker non-votes on this matter.


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.

 

        eBay Inc.
    (Registrant)
Date: May 1, 2009    

/s/ Brian H. Levey

    Name:   Brian H. Levey
    Title:   Vice President, Deputy General Counsel,
      and Assistant Secretary
This excerpt taken from the EBAY 8-K filed Apr 16, 2009.

Item 8.01. Other Events.

On April 15, 2009 in the United States (and April 16, 2009 in Korea), eBay and Gmarket issued a joint press release, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein, announcing the execution of the Transaction Agreements.

Additional Information and Where to Find It

The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares or American Depositary Shares of Gmarket. At the time the offer is commenced, eBay and its acquisition subsidiary will file tender offer materials with the U.S. Securities and Exchange Commission (the “SEC”) and Gmarket will file a Solicitation/Recommendation Statement with respect to the offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the


Solicitation/Recommendation Statement, will be made available to all holders of shares or American Depositary Shares of Gmarket at no expense to them at the SEC’s web site at www.sec.gov. Free copies of these documents will be made available upon request by mail to eBay Inc., 2145 Hamilton Avenue, San Jose, CA 95125, Attention: Investor Relations or to Gmarket Inc., 9th Floor, LIG Tower, 649-11 Yeoksam-Dong, Gangnam-Gu, Seoul 135-912, Korea, Attention: Investor Relations.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Gmarket and eBay file annual and special reports and other information with the SEC. You may read and copy any reports or other information filed by eBay or Gmarket at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. eBay’s and Gmarket’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://wwvw.sec.gov.

This excerpt taken from the EBAY 8-K filed Apr 1, 2009.

Item 8.01 Other Events.

As previously disclosed, Skype has been in a dispute with the licensor of certain key technologies and had terminated a "standstill" agreement that had been entered into between the parties, permitting either to take action against the other with effect from March 2009. On March 12, 2009, Skype Technologies S.A. filed a claim in the English High Court of Justice (No. HC09C00756) against Joltid Limited, a BVI company.

In connection with the license agreement between the two companies, Skype licenses peer-to-peer communication technology from Joltid, and Joltid has claimed that Skype has breached the terms of the license agreement. Following the filing of the claim, Joltid purported to terminate the license agreement. In particular, Joltid has alleged that Skype should not possess, use or modify certain software code (the "Code") and that, by doing so, and by disclosing the Code in certain U.S. patent cases, pursuant to orders from U.S. courts, it has breached the license agreement.

On the basis of, among other things, the parties’ mutual dealings since the execution of the licence agreement, Skype is asking the English High Court for declaratory relief, including findings that:

(i) Skype is lawfully accessing, in possession of, using and modifying the Code so that Skype is not in breach of the license agreement with Joltid and accordingly Joltid's notice of breach and subsequent notice of termination are invalid;

(ii) Skype lawfully disclosed the Code in the U.S. patent cases so that Skype is not in breach of the license agreement with Joltid and accordingly Joltid's notice of breach and subsequent notice of termination are invalid; and

(iii) Joltid has certain indemnity obligations in relation to the U.S. patent proceedings.

Although Skype is confident of its legal position, as with any litigation there is the possibility of an adverse result if the matter is not resolved through negotiation. In such event, Skype would be adversely affected and the continued operation of Skype's business as currently conducted would likely not be possible.


Forward-Looking Statements

This filing contains forward-looking statements relating to the litigation between Skype and Joltid, including the possibility of an adverse result and its potential impact on the operation of Skype’s business. Those statements involve risks and uncertainties, and actual results could differ materially from those discussed. All forward-looking statements are based on information available to eBay on the date hereof, and eBay assumes no obligation to update such statements.






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.

         
    eBay Inc.
          
April 1, 2009   By:   Brian H. Levey
       
        Name: Brian H. Levey
        Title: Vice President, Deputy General Counsel, and Assistant Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated April 1, 2009
This excerpt taken from the EBAY 8-K filed Mar 12, 2009.

Item 8.01 Other Events.

On March 11, 2009, eBay Inc. ("eBay") provided a overview of its growth plans through 2011 at a company-held meeting. A copy of eBay's press release entitled "eBay Inc. Announces Three-Year Roadmap for Growth" is attached as an exhibit to this Current Report on Form 8-K. An archive of eBay's webcast of the meeting will be publicly available on eBay Inc.’s Investor Relations page at http://investor.ebay.com for 30 days following the meeting.






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.

         
    eBay Inc.
          
March 11, 2009   By:   Brian H. Levey
       
        Name: Brian H. Levey
        Title: Vice President, Deputy General Counsel, Corporate and Assistant Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated March 11, 2009.
This excerpt taken from the EBAY 8-K filed Jan 22, 2009.

Item 8.01 Other Events.

The 2009 Annual Meeting of Stockholders of eBay Inc. (the "Company") has been scheduled for April 29, 2009 (the "2009 Annual Meeting") in San Jose, California.

Because the expected date of the 2009 Annual Meeting represents a change of more than 30 days from the anniversary of the Company’s 2008 Annual Meeting of Stockholders, the Company has set a new deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") for inclusion in the Company’s proxy materials for the 2009 Annual Meeting. In order to be considered timely, such proposals must be received by the Corporate Secretary at the Company’s principal executive office at 2145 Hamilton Avenue, San Jose, CA 95125 no later than February 13, 2009. This deadline will also apply in determining whether notice is timely for purposes of exercising discretionary voting authority with respect to proxies for purposes of Rule 14a-4(c) under the Exchange Act.

Additionally, in accordance with the advance notice provisions set forth in the Company’s Amended and Restated Bylaws, in order for a stockholder proposal to be submitted outside of Rule 14a-8 or a director nomination submitted by a stockholder to be considered timely, it must be received by the Corporate Secretary at the Company’s principal executive office at 2145 Hamilton Avenue, San Jose, CA 95125 no later than February 2, 2009.







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.

         
    eBay Inc.
          
January 22, 2009   By:   Michael R. Jacobson
       
        Name: Michael R. Jacobson
        Title: Senior Vice President, Legal Affairs, General Counsel and Secretary
This excerpt taken from the EBAY 8-K filed Oct 6, 2008.

Item 8.01 Other Events.

On October 6, 2008, eBay Inc. (the "Company") issued a press release indicating that it had agreed to acquire Bill Me Later, Inc., a leading provider of online credit, and had acquired Den Blå Avis and BilBasen, providers of leading online classifieds sites in Denmark. A copy of the Company’s press release announcing these acquisitions and certain other information is attached as Exhibit 99.1 to this filing. For more information on the Company’s agreement to acquire Bill Me Later, Inc., please refer to the copy of the Company’s press release attached as Exhibit 99.2 to this filing. For more information on the Company’s acquisition of Den Blå Avis and BilBasen, please refer to the copy of the Company’s press release attached as Exhibit 99.3 to this filing.





This excerpt taken from the EBAY 8-K filed Jun 25, 2008.

Item 8.01 Other Events.

In connection with stockholder approval of the 2008 Plan, the Board previously authorized amendments to the Company’s 1999 Global Equity Incentive Plan, as amended, and 2001 Equity Incentive Plan, as amended, to reduce the number of shares available for issuance (and thus available for grant) under those plans by 9.9 million and 16.5 million shares of common stock, respectively, and determined that no future grants of awards would be made under the Company’s 1998 Equity Incentive Plan and 1998 Directors Stock Option Plan.






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.

         
    eBay Inc.
          
June 25, 2008   By:   /s/ Michael R. Jacobson
       
        Name: Michael R. Jacobson
        Title: Senior Vice President, Legal Affairs, General Counsel and Secretary


Exhibit Index


     
Exhibit No.   Description

 
10.1
  eBay Inc. 2008 Equity Incentive Award Plan
10.2
  Form of Restricted Stock Unit Agreement (and Performance-Based Restricted Stock Unit Agreement) under eBay Inc. 2008 Equity Incentive Award Plan
This excerpt taken from the EBAY 8-K filed Jan 11, 2007.

Item 8.01 Other Events.

On January 10, 2007, eBay Inc. issued a press release announcing that it had agreed to acquire StubHub, Inc., an online marketplace for the resale of event tickets. The press release is attached as an exhibit to this Current Report on Form 8-K.





This excerpt taken from the EBAY 8-K filed Jul 13, 2006.

Item 8.01 Other Events.

On July 6, 2006, eBay Inc. announced the departure of Jeff Jordan, President of its PayPal, Inc. subsidiary. eBay also announced several other changes to its management team, including the appointment of Rajiv Dutta to replace Mr. Jordan as President of PayPal, and the appointment of Alex Kazim to replace Mr. Dutta as President of Skype. A copy of the press release announcing Mr. Jordan's departure and the other management changes is attached as an exhibit to this filing.

In addition, the Compensation Committee of eBay's Board of Directors (the "Compensation Committee") recently approved changes to eBay’s grant procedures for new hire and promotional stock option grants, effective July 1, 2006. Under the newly-approved procedures, grants to newly-hired employees of fewer than 100,000 shares and grants in connection with the promotion of existing employees that take place outside of the company’s standard semi-annual promotional review process will be made on the second Friday of the month following the month in which the employee commenced employment or received any such promotion, as applicable. Grants to newly-hired employees of 100,000 shares or more will be split into two equal tranches, with the first grant being made on the second Friday of the month following the month in which the employee commenced employment, and the second grant being made on the second Friday of the month that is six months following the month in which the initial grant occurred.

Prior to these changes, new hire grants of fewer than 100,000 shares and promotional grants outside of the semi-annual promotional review process were made on a non-discretionary basis on the Friday of the first full week of employment or the Friday following the week in which any such promotion became effective. New hire grants of 100,000 shares or more were previously split into two equal tranches, with the first grant being made on the Friday following the first full week of employment, and the second grant being made 26 weeks from the date of the initial grant.






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.

         
    eBay Inc.
          
July 13, 2006   By:   Michael R. Jacobson
       
        Name: Michael R. Jacobson
        Title: Senior Vice President, Legal Affairs, General Counsel and Secretary


Exhibit Index


     
Exhibit No.   Description

 
10.01
  Letter agreement regarding supplemental relocation assistance dated July 12, 2006 between eBay Inc. and Robert Swan
99.01
  Press release dated July 6, 2006, announcing the departure of Jeff Jordan, President of PayPal, Inc., and other management changes at eBay Inc.
This excerpt taken from the EBAY 8-K filed May 4, 2006.

Item 8.01 Other Events.

On May 4, 2006, eBay Inc. ("eBay") outlined its global business strategy at its 2006 analyst conference. A copy of eBay's press release entitled "eBay Inc. Outlines Global Business Strategy at 2006 Analyst Conference" is attached as an exhibit to this filing.






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.

         
    eBay Inc.
          
May 4, 2006   By:   Michael R. Jacobson
       
        Name: Michael R. Jacobson
        Title: Senior Vice President, Legal Affairs, General Counsel and Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release dated May 4, 2006 entitled "eBay Inc. Outlines Global Business Strategy at 2006 Analyst Conference."
This excerpt taken from the EBAY 8-K filed Oct 11, 2005.

Item 8.01 Other Events.

On October 10, 2005, eBay Inc. issued a press release announcing that its PayPal, Inc. subsidiary had agreed to acquire VeriSign, Inc.'s payment gateway business, and that eBay and VeriSign had formed a strategic alliance for online commerce and security. The press release is attached as an exhibit to this Current Report on Form 8-K.





This excerpt taken from the EBAY 8-K filed Jun 2, 2005.

Item 8.01. Other Events.

On June 1, 2005, eBay Inc. announced that it had agreed to acquire Shopping.com Ltd., an online comparison shopping company. The press release announcing the transaction is attached as an exhibit to this Current Report on Form 8-K.





This excerpt taken from the EBAY 8-K filed Mar 17, 2005.

Item 8.01. Other Events.

On March 16, 2005, the U.S. Court of Appeals for the Federal Circuit issued a ruling in the appeal of a patent litigation suit brought by MercExchange, LLC against eBay Inc. and eBay’s Half.com subsidiary.

The litigation began in September 2001, when MercExchange filed a complaint against us, our Half.com subsidiary and ReturnBuy, Inc. in the U.S. District Court for the Eastern District of Virginia (No. 2:01-CV-736) alleging infringement of three patents (relating to online auction technology, multiple database searching, and electronic consignment systems) and seeking a permanent injunction and damages (including treble damages for willful infringement). In October 2002, the court granted in part our summary judgment motion, effectively invalidating the patent related to online auction technology and rendering it unenforceable. This ruling left only two patents in the case. Trial of the matter began in April 2003. In May 2003, the jury returned a verdict finding that eBay had willfully infringed one and Half.com had willfully infringed both of the patents in the suit, awarding $35.0 million in compensatory damages. Both parties filed post-trial motions, and in August 2003, the court entered judgment for MercExchange in the amount of $29.5 million, plus pre-judgment interest and post-judgment interest in an amount to be determined, while denying MercExchange’s request for an injunction and attorneys’ fees. We appealed the verdict and judgment in favor of MercExchange and MercExchange filed a cross-appeal of the granting in part of our summary judgment motion and the denial of its request for an injunction and attorneys’ fees.

On March 16, 2005, the U.S. Court of Appeals for the Federal Circuit issued its ruling which, among other things (1) invalidated all claims asserted against eBay and Half.com arising out of the multiple database search patent and reduced the verdict amount by $4.5 million; (2) upheld the electronic consignment system patent; (3) affirmed the district court’s refusal to award attorneys’ fees or enhanced damages against us; (4) reversed the district court’s order granting summary judgment in our favor regarding the auction patent; and (5) reversed the district court’s refusal to grant an injunction and remanded that issue to the district court for further proceedings. In parallel with the federal court proceedings, at our request, the U.S. Patent and Trademark Office is actively reexamining each of the patents in suit, having found that substantial questions exist regarding the validity of the claims contained therein. On January 26, 2005, the Patent and Trademark Office issued an initial ruling rejecting all of the claims contained in the patent that related to online auctions.

We are considering our litigation options at this point and intend to continue to defend ourselves vigorously. However, even if successful, our litigation of these matters will continue to be costly. In addition, as a precautionary measure, we have modified certain functionality of our websites and business practices in a manner which we believe would avoid any further infringement. For this reason, we believe that any injunction that might be issued by the district court will not have any impact on our business. Nonetheless, if we are not successful in appealing or modifying the court’s ruling, and if the modifications to the functionality of our websites and business practices are not sufficient to make them non-infringing, we would likely be forced to pay significant additional damages and licensing fees or modify our business practices in an adverse manner.

We recorded an operating charge in the amount of $30.0 million, reflecting the $29.5 million judgment, together with our estimate for pre-judgment interest of $0.5 million in 2003. The charge and the related estimated tax benefit of $12.1 million were reflected in our consolidated statement of income as patent litigation expense in the year ended December 31, 2003.





This filing contains forward-looking statements relating to the expected impact of the MercExchange litigation on eBay’s business practices and financial performance. Those statements involve risks and uncertainties, and actual results could differ materially from those discussed. More information about potential factors which could affect eBay's business and financial results is included in eBay's recently filed Annual Report on Form 10-K. All forward-looking statements are based on information available to eBay on the date hereof, and eBay assumes no obligation to update such statements.


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.

         
    eBay Inc.
          
March 16, 2005   By:   Michael R. Jacobson
       
        Name: Michael R. Jacobson
        Title: Senior Vice President, Legal Affairs, General Counsel & Secretary
This excerpt taken from the EBAY 8-K filed Feb 8, 2005.

Item 8.01. Other Events.

On December 16, 2004, eBay Inc. announced that it had agreed to acquire Rent.com, an Internet listing website in the apartment and rental housing industry, for total consideration of approximately $415 million plus acquisition costs, net of Rent.com’s cash on hand, with the consideration to be payable in approximately $30 million in cash and the remainder in eBay common stock.

On February 7, 2005, eBay and Rent.com amended the acquisition agreement to change the form of consideration from a combination of stock and cash to an all-cash transaction. The total value of the consideration to be payable by eBay remains unchanged. Under the amended agreement, eBay will acquire Rent.com for approximately $415 million in cash plus acquisition costs, net of Rent.com's cash on hand.

Subject to the approval of Rent.com’s stockholders and the satisfaction of other closing conditions, eBay now expects the acquisition to close by the end of February 2005.






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.

         
    eBay Inc.
          
February 7, 2005   By:   Michael R. Jacobson
       
        Name: Michael R. Jacobson
        Title: Senior Vice President, Legal Affairs, General Counsel & Secretary
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