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EBAY > SEC Filings for EBAY > Form 8-K on 6-Nov-2009All Recent SEC Filings

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Form 8-K for EBAY INC


6-Nov-2009

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhib


Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2009, eBay Inc., a Delaware corporation ("eBay"), eBay International AG, a company organized under the laws of Switzerland and a wholly owned subsidiary of eBay ("International"), and Sonorit Holding, AS, a Norwegian company and a wholly owned subsidiary of eBay ("Sonorit," and together with eBay and International, the "Sellers"), and Springboard Group S.a.r.l., a company organized under the laws of Luxembourg (the "Buyer"), entered into Amendment No. 3 and Consent (the "Amendment") amending the share purchase agreement (the "Purchase Agreement") dated as of September 1, 2009, as amended on September 14, 2009, October 19, 2009 and October 21, 2009, pursuant to which the Sellers agreed to sell the share capital of Skype Luxembourg Holdings S.a.r.l., Skype Inc. and Sonorit (collectively with their respective subsidiaries, the "Skype Companies") to the Buyer.

The Amendment was entered into to reflect the terms of a settlement agreement entered into on November 5, 2009 (the "Settlement Agreement") by, among others, the Sellers, the Buyer, certain Skype Companies, the members of the investor group led by Silver Lake that formed the Buyer (including the Canada Pension Plan (CPP) Investment Board, Index Ventures and Andreessen Horowitz) and certain affiliated parties, and Joltid Limited and certain of its affiliated parties., pursuant to which the parties to the Settlement Agreement agreed, among other things, to transfer to the Skype Companies all software previously licensed from Joltid and to end all currently pending litigation by Joltid against eBay and the members of the investor group upon completion of the transactions contemplated by the Purchase Agreement.

The Amendment, among other things, reflects that the 35% equity stake in the Buyer to be received by the Sellers at the closing would be reduced to approximately 30% after taking into account the equity issuances to be made by the Buyer pursuant to the terms of the Settlement Agreement.

As previously disclosed, Mr. Marc L. Andreessen, a member of the board of directors of eBay, is a general partner of Andreessen Horowitz, which will own less than 5% of the Buyer.



Item 8.01. Other Events.

On November 6, 2009, eBay issued a press release announcing the execution of the Settlement Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, issued by eBay Inc. on November 6, 2009


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