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): July 28, 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)

 

Item 7. Financial Statements and Exhibits.

 

(a) Exhibits.

 

  99.1   Press Release dated July 28, 2004

 

  99.2   Transcript of second fiscal quarter earnings conference call (excluding question and answer portion).

 

Item 12. Results of Operations and Financial Condition.

 

On July 28, 2004, the registrant announced its earnings results for the quarter ended June 30, 2004. 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 July 28, 2004, 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 also disclosed that it expects the registrant’s wireless business to bottom out in the third quarter and resume growth in the fourth quarter, assuming most inactive accounts will be cancelled in the third quarter. Management further disclosed that it expects gross margins for wireless revenues to decrease by a few basis points in the coming two quarters, after which gross margins are expected to return to historical levels. Regarding advertising revenues, management disclosed it had made some minor upward pricing adjustments, in particular for its vertical channels.

 

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 and reference should be made to this filing and our other filings with the Securities and Exchange Commission. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance.

 

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) 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, 2003, and in our other filings with the Securities and Exchange Commission.

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.

 

SOHU.COM INC.

 

DATED: August 2, 2004

 

By:

  

/s/ Carol Yu

   

Carol Yu

   

Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.
  

Description

99.1  

Press Release dated July 28, 2004.

99.2  

Transcript of second fiscal quarter earnings conference call (excluding question and answer portion).