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): October 10, 2005
eBay Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
000-24821
|
|
77-0430924 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
| 2145 Hamilton Avenue, San Jose, California
|
|
95125 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (408) 376-7400
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))
TABLE OF CONTENTS
Item 3.02 Unregistered Sales of Equity Securities
On October 10, 2005, eBay Inc. (“eBay”), PayPal, Inc., a wholly-owned subsidiary of eBay
(“PayPal”), PayPal International Limited, a wholly-owned subsidiary of PayPal (“PayPal
International”), and VeriSign, Inc. (“VeriSign”) entered into an Asset Purchase Agreement pursuant
to which PayPal and PayPal International agreed to acquire certain assets relating to VeriSign’s
payment gateway business for approximately $370 million. Pursuant to the terms of the Asset
Purchase Agreement, subject to certain limitations, eBay, in its sole discretion, may elect to pay
all or any portion of the consideration payable to VeriSign in shares of eBay common stock, which
shares would be valued based on the average of the closing sale price of eBay common stock as
reported on the Nasdaq National Market for the 10 trading day period ending immediately prior to
(and excluding) the trading day immediately before the closing date of the transaction.
In the event that eBay elects to use shares of eBay common stock to pay any portion of the
consideration payable to VeriSign in connection with the transaction, such shares would be issued
to VeriSign in reliance upon the exemption from the registration requirements under the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D thereunder. eBay will
rely upon, among other things, representations, warranties, certifications and agreements of
VeriSign, including its agreement with respect to restrictions on resale, in support of the
satisfaction of the conditions contained in Regulation D under the Securities Act.