Form 8-K

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): April 28, 2005

 

 

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 12, Vision International Center

No. 1 Unit Zhongguancun East Road, Haidian District

Beijing 100084

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 2.02. Results of Operations and Financial Condition.

 

On April 28, 2005, the registrant announced its earnings results for the quarter ended March 31, 2005. 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.

 

In addition, on April 28, 2005, the registrant’s management team hosted a conference call to discuss the earnings press release. A transcript of the call (excluding the question and answer portion of the call) is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

 

During the question and answer portion of the call, the registrant’s management team disclosed that the high end of the registrant’s guidance for non-advertising revenue of US$ 9.0 million consists of US$ 6.5 million from wireless revenue, US$ 1.0 million from online games revenue and US$ 1.5 million from e-commerce revenue. Management further disclosed that it had 88,000 retail clients for its paid search service, up from 84,000 retail clients in the fourth quarter of 2004. Management further disclosed that it expects the registrant’s 2.5 Generation wireless value-added services, which contributed one-third of the registrant’s total wireless revenues in the first quarter of 2005, to contribute half of its total wireless revenues in the fourth quarter of 2005.

 

Safe Harbor Statement

 

This current report on 8-K contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them.

 

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement.

 

Potential risks and uncertainties include, but are not limited to, our historical and possible future losses, limited operating history, uncertain regulatory landscape in the People’s Republic of China, fluctuations in quarterly operating results, and the company’s reliance on online advertising sales, wireless services (most wireless revenues are collected from a few mobile telecom operators), online games and e-commerce for its revenues. Further information regarding these and other risks is included in our Annual Report on Form 10-K for the year ended December 31, 2004, and in our other filings with the Securities and Exchange Commission.

 

Item 9.01. Financial Statements and Exhibits

 

(c)    Exhibits.
99.1    Press Release dated April 28, 2005
99.2    Transcript of earnings conference call (excluding question and answer portion)

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: April 29, 2005

  

SOHU.COM INC.

   

By:

  

/s/ Carol Yu

       

Carol Yu

       

Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.
  

Description

99.1   Press Release dated April 28, 2005
99.2   Transcript of earnings conference call (excluding question and answer portion)