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): September 17, 2013
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 18, SOHU.com Media Plaza
Block 3, No. 2 Kexueyuan South Road, Haidian District
Beijing 100190
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 8.01. Other Events.
On September 18, 2013, the registrant issued a press release announcing the payment of a special dividend by Sogou Inc., a Cayman Islands company (“Sogou”), to the holders of Series A Preferred Shares of Sogou. The holders of Sogou’s Series A Preferred Shares consist of the registrant, which is Sogou’s controlling shareholder; Photon Group Limited (“Photon”), which is the investment vehicle of the registrant’s Chairman and Chief Executive Officer Dr. Charles Zhang; and China Web Search (HK) Limited. Sogou’s intention to pay a dividend in the aggregate amount of approximately $301 million was previously reported in a Current Report on Form 8-K filed by the registrant with the Securities and Exchange Commission on September 16, 2013. The dividend was paid on September 17, 2013. The amounts of the dividend received by the registrant and Photon were $161,192,517 and $42,984,671, respectively. A copy of the press release issued by the registrant is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
99.1 Press Release dated September 18, 2013
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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: September 18, 2013 | SOHU.COM INC. | |||||
| By: | /S/ CAROL YU | |||||
| Carol Yu | ||||||
| Co-President and Chief Financial Officer | ||||||
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Exhibit 99.1
Sohu Discusses Sogou Special Dividend Distribution
BEIJING, CHINA, SEPTEMBER 18, 2013 - Sohu.com Inc. (NASDAQ: SOHU), China’s leading online media, search, gaming, community and mobile service group, announced today that its majority-owned search subsidiary Sogou Inc. (“Sogou”), has paid to the holders of Series A Preferred Shares of Sogou (“Series A Preferred Shares”) a special dividend in the aggregate amount of $300,892,698. Sohu had previously reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on Monday, September 16, 2013 that the dividend had been declared by Sogou’s board of directors, and that Sogou would pay the dividend using a portion of the net amount of $448 million in cash proceeds from an investment in Sogou by a wholly-owned subsidiary of Tencent Holdings Limited. Sohu’s wholly-owned subsidiary Sohu.com (Search) Limited (“Sohu Search”), received its full pro rata share of the dividend based on the full number of Series A Preferred Shares it owns, which consists of 24,000,000 shares, as did China Web Search (HK) Limited (“China Web”), which holds 14,400,000 Series A Preferred Shares. Photon Group Limited (“Photon”), which is the investment vehicle of Dr. Charles Zhang, Sohu’s Chairman and CEO, and which holds 38,400,000 Series A Preferred Shares of Sogou, waived receipt of the dividend with respect to all but 6,400,000 of the shares Photon holds. Thus, although Photon holds the most Series A Preferred Shares of the three holders, Photon received the smallest amount of the dividend of the three. The amount of the divided received by Sohu Search was $161,192,517; the amount received by China Web was $96,715,510; and the amount received by Photon was $42,984,671.
About Sohu.com
Sohu (NASDAQ: SOHU) is China’s premier online brand and is indispensable to the daily life of millions of Chinese, providing a network of web properties and community based/web 2.0 products which offer the vast Sohu user community a broad array of choices regarding information, entertainment and communication. 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; developer and operator of online games www.changyou.com/en/ and leading online video website tv.sohu.com.
Sohu corporate services consist of online brand advertising on its matrix of websites as well as bid listing and home page on its in-house developed search directory and engine. Sohu also provides multiple news and information service on mobile platforms, including Sohu News App and mobile news portal WAP.Sohu.com. Sohu’s online game subsidiary, Changyou.com (NASDAQ: CYOU) has a diverse portfolio of online games that includes Tian Long Ba Bu, one of the most popular massively multi-player online (“MMO”) games in China, and DDTank and Wartune (also known as Shen Qu), which are two popular web games in China. Sohu.com, established by Dr. Charles Zhang, one of China’s internet pioneers, is in its seventeenth year of operation.
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For investor and media inquiries, please contact:
In China:
| Mr. Eric Yuan | ||
| Sohu.com Inc. | ||
| Tel: | +86 (10) 6272-6593 | |
| E-mail: | ir@contact.sohu.com | |
In the United States:
| Mr. Jeff Bloker | ||
| Christensen | ||
| Tel: | +1 (480) 614-3003 | |
| E-mail: | jbloker@ChristensenIR.com | |
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