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): October 27, 2004

 

 

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.)

 

7 Jianguomen Nei Avenue

Bright China Chang An Building

Tower 2, Room 1519

Beijing 100005

People’s Republic of China

(011) 8610-6510-2160

(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 1.01 Entry into a Material Definitive Agreement.

 

On October 27, 2004, we entered into loan and share pledge agreements with each of Deng Xiufeng and Zhou Jing. Each of Mr. Deng and Ms. Zhou is an employee of Sohu.com Inc.

 

Pursuant to the agreements, we extended loans of $701,691 to Mr. Deng and $506,038 to Ms. Zhou to purchase all of the shares of Beijing Goodfeel Information Technology Co., Ltd. (“Goodfeel”), which shares are currently held by two of our variable interest entities. Mr. Deng will purchase 58.1% of the shares and Ms. Zhou will purchase 41.9% of the shares.

 

The agreements contain provisions that, subject to PRC law, (i) the loans can only be repaid to us by transferring the shares to us, (ii) the shares cannot be transferred without our approval, and (iii) we have the right to appoint all directors and senior management personnel of Goodfeel. Mr. Deng and Ms. Zhou have pledged all of their shares in Goodfeel as collateral for the loans and the loans bear no interest and are due on demand after October 2006 or at such time as Mr. Deng or Ms. Zhou, as the case may be, is not an employee of Sohu.

 

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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: November 2, 2004

  

SOHU.COM INC.

   

By:

  

/s/ Carol Yu

       

Carol Yu

       

Chief Financial Officer

 

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