Sohu.com (SOHU)

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On November 20, 2009, the registrant, through its wholly owned subsidiary, Beijing Sohu New Media Co., Ltd, entered into an agreement with a Beijing-based developer to purchase an office building to be built in Beijing, which is to serve as the registrant’s headquarters, for a purchase price of approximately RMB750 million, or $110 million. Under the agreement, the developer is to start construction in the first half of 2010, subject to necessary permits’ being obtained, and is expected to complete construction by end of 2012. The building is expected to have an office and ancillary area of approximately 40,000 square meters. The registrant will pay the purchase price in installments as various stages of the development plan are completed. The agreement calls for the registrant and the developer to enter into a detailed purchase and sale agreement after the developer has finished obtaining all governmental permits necessary to permit the development and sale of the building.

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On October 26, 2009, the registrant announced its unaudited financial results for the third quarter ended September 30, 2009. A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

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On August 13, 2009, the registrant’s MMORPG subsidiary, Changyou.com Limited (“Changyou”), entered into an agreement with Beijing Yinhe Wanda Co., Ltd. (“Wanda”) to purchase Office Tower A at Beijing West Wanda Plaza in Beijing, consisting of approximately 14,950 square meters, for a purchase price of approximately RMB220 million, or $32 million. Under the agreement with Wanda, Changyou is required to pay the purchase price in three installments, consisting of 20% within five business days after the effective date of the agreement, 50% within five business days after a mortgage on the premises is released, and the remaining 30% within 10 business days after Changyou receives documents evidencing that the title to the premises is ready for transfer to Changyou and that the premises are ready for occupancy by Changyou. Changyou will pay the purchase price from its available cash. The agreement further provides that the seller shall deliver the premises to Changyou no later than September 30, 2009. The registrant expects that title to the premises will be transferred from Wanda to Changyou in the fourth quarter of 2010.

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On July 27, 2009, the registrant announced its unaudited financial results for the second quarter ended June 30, 2009. A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

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SOHU.COM INC.

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On May 4, 2009, the registrant announced its unaudited financial results for the first quarter ended March 31, 2009. A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

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On April 7, 2009, the registrant Sohu.com Inc. (the “Company”) issued a press release, attached as Exhibit 99.1, announcing the underwriters’ full exercise of the over-allotment option in connection with the recent initial public offering by Changyou.com Limited (NASDAQ: CYOU), an indirect subsidiary of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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On April 1, 2009, the registrant Sohu.com Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among (i) Changyou.com Limited (“Changyou”), Sohu.com (Game) Limited (“Sohu Game”), and the Company and (ii)(A) Credit Suisse Securities (USA) LLC (“Credit Suisse”) and (B) Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representatives of the several underwriters (the “Underwriters”) named in Schedule A thereto.

The Company entered into the Underwriting Agreement in connection with a registration statement on Form F-1 filed with the Securities and Exchange Commission by Changyou, which is an indirect subsidiary of the Company, for an initial public offering (the “Offering”) of American depositary shares (or “ADSs”), each representing two Class A ordinary shares of Changyou. Under the Underwriting Agreement, Changyou agreed to issue and sell to the Underwriters 3.75 million ADSs. Sohu Game, which is an indirect wholly-owned subsidiary of the Company, agreed to sell, as selling shareholder, 3.75 million ADSs. Sohu Game also granted to the Underwriters the option to purchase from Sohu Game up to an additional 1.125 million ADS, solely to cover over-allotments, exercisable at any time within 30 days after the date of the Underwriting Agreement. Changyou and Sohu Game agreed to sell the ADSs to the Underwriters at a price of $14.88 per ADSs, which is net of a 7% underwriting discount from the initial public offering price of $16 per ADS.

The closing of the transactions contemplated by the Underwriting Agreement was completed on April 7, 2009, and included the exercise in full of the Underwriters’ over-allotment option. At the closing, the Company sold 3.75 million ADSs to the Underwriters and Sohu Game sold 4.875 million ADSs to the Underwriters. Proceeds from the Offering to the Company and Sohu Game, after deduction of the underwriting discounts, but without deducting expenses of the Offering payable by the Company and Sohu Game, were $128.3 million in the aggregate, of which of which $55.8 million were paid to the Company and $72.5 million were paid to Sohu Game.

Under the Underwriting Agreement, the Company also agreed to indemnify the Underwriters with respect to certain losses, claims, damages or liabilities that might be incurred by the Underwriters in connection with the Offering.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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On March 18, 2009, the registrant filed an offering participant free writing prospectus pursuant to Rule 433 under the Securities Act of 1933 in connection with a registration statement on Form F-1 filed with the Securities and Exchange Commission by Changyou.com Limited, an indirect subsidiary of the registrant. A copy of the registrant’s offering participant free writing prospectus is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

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On February 9, 2009, the registrant announced its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2008. A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

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On December 15, 2008, the registrant announced that Dr. Yu Gong has resigned from his position as Chief Operating Officer of the registrant, effective January 10, 2009, to pursue entrepreneurial business opportunities. In connection with the resignation, on January 9, 2009, the registrant entered into a letter agreement with Dr. Gong that provides for the following:

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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On December 15, 2008, the registrant announced that Yu Gong, the registrant’s Chief Operating Officer, has informed the registrant’s Chief Executive Officer that he intends to resign from his position, but has agreed to remain with the registrant until January 10, 2009 in order to facilitate a smooth transition. 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.

and registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

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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):

On October 27, 2008, the registrant announced its unaudited financial results for the quarter ended September 30, 2008. A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

On October 27, 2008, the registrant also announced that its Board of Directors has approved a stock repurchase program of up to US$150 million of the registrant’s outstanding shares of common stock until the end of 2009. A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

and registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

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and registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  T    No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer T    Accelerated filer £      Non-accelerated filer  £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   £Yes   TNo

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

-1-

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):

On February 4, 2008, the registrant announced its unaudited financial results for the quarter and fiscal year ended December 31, 2007. A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

and registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes T      No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer £     Accelerated filer T      Non-accelerated filer  £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ¨Yes   TNo

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

-1-

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):

On August 1, 2007, the registrant announced its unaudited financial results for the quarter ended June 30, 2007. A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

and registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨  Yes     x  No

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

-1-

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2007, the registrant renewed the employment agreements with Ms. Belinda Wang, the registrant’s Co-president and Chief Marketing Officer and Mr. Gong Yu, the registrant’s Chief Operating Officer. Under the terms of each of Ms. Wang and Mr. Gong’s renewed employment agreement, they are (i) entitled to receive an annual base salary of $150,000, (ii) entitled to receive a $25,000 annual housing allowance, and (iii) eligible for an annual discretionary cash bonus equal to up to 50% of their base salary. Each of Ms. Wang and Mr. Gong will also be eligible to participate in the registrant’s 2000 Stock Incentive Plan, as amended, and will receive health, life and disability insurance. If Ms. Wang and Mr. Gong terminate their employment with the registrant for good cause or if their employment is terminated by the registrant without cause (as each such term is defined in the employment agreements), they are entitled to receive certain severance benefits, including (i) the monthly base salary for the lesser of six months following their termination and the remainder of the term of the employment agreements, (ii) health care coverage for up to six months following their termination, and (iii) the payment of the bonus for the remainder of the year in which the employee was terminated to the extent that the bonus would have been earned had Ms. Wang’s or Mr. Gong’s employment continued through the end of such year, as determined in good faith by the registrant’s Board of Directors or Compensation Committee. Unless sooner terminated by either Ms.Wang, Mr. Gong or the registrant, Ms.Wang’s and Mr. Gong’s employment agreements will expire on May 31, 2010.

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.