But Condé, like other publishers, says Apple (AAPL) won’t actually talk to the company about its plans for the device, or even acknowledge that it has plans.*

Condé’s plan, meanwhile, is to create digital versions of its magazines that will work on all the upcoming tablets, using new software from Adobe (ADBE). Those tablets aren’t actually on the market yet, but the publisher says it’s confident that we’ll soon see multiple versions of machines featuring large color touchscreens and wireless connections.

So who’s going to make those gadgets? Condé Nast CEO Chuck Townsend says his company is working closely with Hewlett-Packard (HPQ) and that it has also been communicating its plans to Apple. But Townsend made a point of saying that Apple executives themselves refuse to acknowledge that they’re actually planning a tablet: “They’re not talking to anybody openly,” he says.

Adobe is creating a publishing tool for the new format, as well as magazine-reader software that may come pre-installed on the devices or may require a download. The software company says it is working exclusively with Condé now, but will offer its tools to other publishers next year.

[Important technical point several readers have brought up: Adobe says its new reader software will run using its AIR platform, which works on multiple operating systems, including Apple's desktop system. But neither AIR nor Adobe's flash software works on Apple's iPhone, so if the new mystery device runs on that operating system, there's a problem. I'm following up with Adobe to see what it has to say. UPDATE: Here's Adobe's response.]

Condé says its work with Adobe won’t preclude the company from joining the “Hulu for magazines” storefront/distribution joint venture it has been discussing with Time Warner’s (TWX) Time Inc. and other publishers. “Those discussions are ongoing and important and imminent,” Townsend says.

Okay. So what will Condé’s magazines look like once the tablets appear? The publisher has been showing a demo video to advertisers, industry executives and employees, and I’m trying to convince the company to show it to the rest of the world. (UPDATE: Here’s a partial, low-quality version of the video).

But until then, you can get a sense of it by checking out the publisher’s first attempt to port a magazine to the iPhone, which was released today at the iTunes App Store.

Like the iPhone version of GQ’s December issue, Condé says its tablet magazines will feature the same content found in the print versions, including original advertising, with the ability to view pages in their original form or in formats designed specifically for the device. They will also import multimedia content, like videos, and offer the ability to synch up with social networks and other Web sites.

Condé also thinks the business model for its tablet mags will mirror that of its iPhone app. The company intends to charge readers for each title, and it plans to convince the Audit Bureau of Circulations, the magazine industry’s standards board, that its online sales are equivalent to newsstand sales. That will allow Condé to charge advertisers the same rate as for print ads.

If all of this works, it’s a dream scenario for Condé and other publishers. The magazine industry gets to keep the revenue streams its print publications generate without having to make the “analog dollars for digital pennies” discount that the Web requires. Meanwhile, Condé gets to bask in the benefits of digital–lower distribution costs, more engagement with readers.

Or put another way: Publishers hope the new devices will repair all the value destruction the Web has wrought.

But all of this assumes that consumers, who’ve shown no inclination to pay for this stuff on the Web, will be willing to pay for it once it appears on devices no one owns yet. We’ll find out soon enough.

*One possible exception is the New York Times (NYT), where editor Bill Keller refuses to talk about possible talks with Steve Jobs and company.

The takeaway: The site is losing traffic and money and no longer expects to get all of the $900 million it once counted on from a Google search deal. Also, the company really doesn’t know what to expect of the property going forward, except that it’s a work in progress.

So: Either digital media boss Jon Miller, MySpace CEO Owen Van Natta and the rest of the new team brought in this year to fix the site have an impossible task or expectations are now so low that even modest improvement will look like a huge victory.

Details from the earnings call, which I covered live this afternoon:

• Revenue was down 26 percent at Miller’s Digital Media Group (MySpace and a handful of other sites).
• That’s in part because conventional ad revenue is down and in part because search ad revenue is down.
• But isn’t Google (GOOG) supposed to be paying $900 million over three years in a search deal? Yes, but only if News Corp. (NWS) hits certain traffic/query guarantees, which isn’t happening anymore, says Murdoch.
• How much is MySpace going to miss by? This question occasions much confusion on the call. “I don’t know. But it will be a real figure,” Murdoch says. Then he throws out the number $300 million. His lieutenants suggest that it’s closer to 10 percent, or $90 million. I’ve since checked with News Corp. PR, which says the figure is “in the 100 [million] zone for the year.”
• So what’s the plan to fix all of this? “It’s a work in progress,” News Corp. officials say over and over during the call. Chase Carey, Murdoch’s new number two, uses the phrase at least three times in one answer.
• Any other color on overhaul plans? Nothing you haven’t heard before: The company is trying to become an entertainment portal instead of a social network. Carey: “We’re not trying to beat Facebook. We’re not trying to beat Twitter.”

(Disclosure: News Corp. owns Dow Jones, which owns this Web site).

That’s the core of Twitter’s pitch, of course, and it has helped the microblogging service raise $155 million, a $1 billion valuation, and forge partnerships with Google (GOOG) and Microsoft (MSFT). Not surprisingly, investors are looking to place money on related bets, from search engines that parse real-time data to location-based social networks with real-time updates, and even real-time photo-sharing sites.

The newest entrant: Hot Potato, a buzzy start-up that’s supposed to let users converse about a particular event, whether they’re attending it in person or watching from afar. When it’s up and running, that is. The five-man crew doesn’t have users or a product just yet.

But that hasn’t prevented the Brooklyn, N.Y-based company from raising about $1 million, sources say, in a round led by First Round Capital and RRE Ventures. A group of smaller investors, including Betaworks, the incubator that specializes in real-time companies, and Ron Conway, the angel investor best known for his Google bet, are also backing the company.

Hot Potato is led by Justin Shaffer, an eight-year veteran of Major League Baseball Advanced Media, pro baseball’s well-regarded Web unit. Shaffer has recruited three other MLB.com employees (one of whom subsequently left to get an MBA at MIT) to join him.

Shaffer wouldn’t comment about his funding round, but was willing to discuss his start-up’s general plans. They are finishing an iPhone app and plan to submit it to Apple (AAPL) in the next few weeks, he said, and will open their doors once that’s approved.

The big idea is an interesting one. People are already using Facebook and Twitter to converse about events in real time–think about Barack Obama’s inauguration, or Balloon Boy, or last night’s Yankees-Angels game.

Shaffer’s critique of those platforms, though is that “they break at scale–there’s no good way to filter the chatter so that  you, your friends, and a group of strangers with something relevant to say can all connect. Hot Potato, he says, will offer a “curated stream” in real time of all the data coming out of the event in real time. What we’re really focused on doing is bringing together the entire audience of an event, whether they’re at the event or watching at home.”

Business model? TBD, of course. But there are a couple of obvious ways to go. For instance, Shaffer thinks people who opt-in to a particular conversation–say, about an NFL game or a U2 concert–would be okay with seeing “in-stream” ads, as long as they were relevant.

But that’s a problem that’s best tackled once the service is up and running. We’ll check back then.

That factoid comes via Web-tracking service comScore (SCOR), which says the two sites accounted for 17.4 percent of the display ads in the U.S. market in July.

News Corp.’s (NWS) MySpace, in the midst of a turnaround effort, has a slight lead over Facebook–9.2 percent of the market versus 8.2 percent. That makes sense since MySpace has always been aggressive about loading up with ads, while Facebook has been fairly reticent, much to the dismay of the “when are you going to monetize?” crowd. (Click table to enlarge.)

That’s something you knew intuitively, of course. But interesting to see it in graphic form.

Another data point you already knew, but may still find worthwhile to see in black and white: Just how small the scraps are for the rest of much of the social network ad world. By comScore’s count, the next eight-biggest social networks command a collective 1.4 percent of the market. (By the way, ever heard of MocoSpace.com before? Do you know anyone who claims to be a user?)

Remember that we’re just talking about overall impressions, not dollars. And ad impressions on social networks are famously cheap, so this stat only tells part of the story. But it’s an important part. It illustrates the potential that the services have, even if they haven’t capitalized on it (not that they haven’t tried).

Meanwhile, here’s a bonus table from comScore laying out the top advertisers on social networks. No surprise to see the likes of AT&T (T) and Sprint (S) here. But perhaps it’s noteworthy that Verizon (VZ), the strongest U.S. telco, spends the least on social media impressions. Meanwhile, social network app makers/services like Zynga are spending heavily.

(News Corp. owns Dow Jones, which owns this Web site.)

In fact, co-founder Ivan Kirigin’s first day at Facebook was last Monday–four days before he and his wife, Abby, announced that they are shuttering their start-up.

Confused? You should be: This is one of the odder M&A stories I’ve seen in a while. Not surprisingly, the tale differs depending on who’s telling it.

Some basic, undisputed facts: Sometime this spring, TipJoy, a year old start-up that lets Web surfers “tip” bloggers and publishers, shopped the service to multiple parties, including Twitter and Facebook. By July, Facebook had offered, via a term sheet, to buy the company. Facebook then pulled its offer, and shortly after, offered Ivan a job. Now he and his wife are shutting TipJoy down and returning what’s left of the $1 million they had raised to their investors.

Also undisputed: No one has accused anyone of violating any laws, or contracts. Facebook’s offer was nonbinding and nonexclusive. And it’s not unheard of for companies to walk away from an M&A deal late in the process. That’s what happened, for instance, when Google (GOOG) bailed out after deep talks with Digg a year ago.

You could see why some of TipJoy’s backers, which include BetaWorks, the Accelerator Group, ex-Googler Chris Sacca and the Y Combinator start-up factory, might cry  foul. The argument would be that Facebook’s actions effectively prevented the company from finding another buyer. But even if that was true, it doesn’t mean that Ivan Kirigin had to accept Facebook’s job offer and/or shutter his company.

Facebook spokesman Larry Yu declined to discuss the negotiations in detail, but offered this statement via email: “We take pride in operating in a transparent and ethical manner. We can’t offer any specifics here, but to suggest anything untoward occurred on our part simply ignores the facts.”

I’ve sent the Kirigins repeated requests for comment but haven’t heard back. Their statement announcing the decision to close their company doesn’t mention Ivan’s new job. But it does hint, obliquely, at their future plans:

When we evaluate why there’s been so much hype about payments on Twitter, and yet so little traction for us (and even far less for our competitors) it is clear to us that the reason is that a 3rd party payment service doesn’t add enough value. We strongly believe that social payments will work on a social network, provided that they’re done within the platform and not as a 3rd party….the only way to get around this is for the platforms themselves to control payments–then all people wanting to operate on that platform would have to play along. We believe that a payments system directly and officially integrated into social networks such as Twitter and Facebook will be a huge success.

UPDATE: Y Combinator founder Paul Graham, commenting on this story on his Hacker News site, says Facebook hired Ivan at his urging:

Facebook didn’t do anything wrong. Tipjoy was out of money. They’d been talking to several potential acquirers, including Facebook, but those deals all fell through. So the Tipjoys were going to have to get jobs somewhere. Since they were worried about money and Ivan admired the hackers at Facebook, I asked FB if they’d offer him a job, and they did.

It doesn’t portend anything for the future of startups, as this story seems to imply. If your startup tanks, you have to get a job somewhere, and lots of hackers get jobs at Facebook. There are several other YC alumni working there.

Ivan Kirigin also weighs in within the same comments section, and says that my report “completely doesn’t tell the whole story.” Ivan, I’m all ears, so either drop me a line or leave a comment below.

Note: I’m assuming that the commenters identifying themselves as Paul Graham and Ivan Kirigin in the comments section are indeed Paul Graham and Ivan Kirigin. But I’ve sent emails to both men so I can verify that. Update: That is indeed Paul Graham.

Here’s the complete internal memo from CEO Owen Van Natta, which describes Millard’s position as head of the ad sales group as an “interim” one and announces that former sales boss Jeff Berman is out. (Van Natta’s official statement for public consumption is here.)

Hi everyone,

I want to share some thoughts about our advertising product strategy and give you an update on the structure of our sales organization.

In the last three months we’ve focused our attention on restructuring the business, refocusing the MySpace user experience, and hiring some talented people particularly in the technology and product organization. I’m proud of the progress we’ve made in these areas and now want to focus on ensuring we have the best advertising product, sales strategy, and team in the market.

MySpace has always been a leader in the social media advertising space. Maintaining our leadership position requires that we foster the perfect balance between content and commerce. With this in mind, I’m pleased to announce that we are bringing a new partner into our global organization. Please join me in welcoming to the MySpace team, Media Link – a top media representation and strategic advisory firm founded by Michael Kassan and whose clients have included Microsoft, AT&T, Unilever, Home Depot, and Colgate-Palmolive. Michael is an internationally recognized leader operating at the intersection of the media, advertising, and entertainment industries. He’s the founder and managing principal of Media Link and acts as an advisor to many of the Fortune 100’s best-of-breed global brands

Media Link will be focusing on two primary objectives. First, the firm will provide guidance as we reconfigure our ad products to meet the current needs of the marketplace.  As a key strategic advisor and partner, they’ll provide us with an external perspective on the larger advertising market as well as insight into what top clients (and those we’re looking to attract) are asking for.

Second, as part of this process on an interim basis the firm will help manage our day-to-day sales organization under the leadership of Wenda Harris Millard. Many of you know and have worked with Wenda in the past and for those who haven’t she’s truly an internet advertising pioneer. Her reputation on Madison Avenue is unmatched and after holding executive sales posts at Ziff Davis, Yahoo, and Martha Stewart Living Omnimedia she recently joined Media Link as President.

After more than three years of managing a highly diverse set of responsibilities at MySpace including content and sales roles, Jeff Berman has decided to explore other opportunities. During his tenure at MySpace, Jeff brought leadership to our sales organization and built an incredible team with expertise across every advertising vertical. I appreciate all the support that Jeff has given the new management team and look forward to welcoming new sales talent to compliment the tremendous group we currently have in place. We wish Jeff the best in his future plans.

Within our sales team, we have a deep bench of talent responsible for managing one of the most dynamic advertising platforms on the Web. I’d to like recognize the sales team for their hard work and dedication in creating meaningful ad solutions for our roster of advertisers.

Our senior sales team (in alpha order) includes:
·         Chris Carlson – Regional Vice President of the Mid West
·         Angela Courtin – SVP Marketing, Entertainment, Content
·         Shari Friedman – Vice President of Entertainment Sales
·         Mitchell Kreuch – Regional Vice President of East Coast Sales
·         Abe Thomas – VP of Online Marketing
·         Valeh Vakili – SVP Sales Strategy and Operations
·         Sam Wick – SVP of Strategy for MySpace Music
·         Andy Wiedlin – Regional Vice President of West Coast Sales

I appreciate your dedication and focus on delivering for our advertising partners during the last few months. I hope you’re as excited as I am to take our sales organizations to the next level.

Full disclosure: News Corp., owner of MySpace, also owns Dow Jones, which owns this site.)

Now that MySpace has finished its acquisition of iLike, what it’s going to do with it? Don’t think music, MySpace CEO Owen Van Natta stressed in a press conference today, think about “socialization of content.”

What does that mean? Pretty vague, which, I gather, is Van Natta’s intention.

But in short, what Van Natta is saying is that he has bought a 26-person company–for $19.5 million–because it has engineering talent that is good at building stuff that 1) helps users find content and share it with one other, and that 2) works on multiple platforms.

Van Natta did make a point of downplaying iLike’s ability to help MySpace build out its music offering, though. Which makes sense, because MySpace already has a music platform that it owns in a separate joint venture with the big music labels.

And because while iLike is known as a music platform, it really isn’t. It doesn’t have deals with the music labels that let users listen to full songs, and it only recently launched a way for users to buy songs. What it does do is recommend music based on stuff you like, and lets you share your likes and recommendations with friends.

You can see how the people who built the iLike platform–primarily on the back of Facebook, where Van Natta was formerly COO–could be useful for MySpace, which is in the midst of a drastic overhaul.

Van Natta was brought in to run the once-hot social network at the behest of corporate owner News Corp. (NWS) earlier this year, and has been busily hiring and firing since then.

The iLike deal is Van Natta’s first major acquisition since he came on, but it is essentially a hiring move, too. The plan is to keep all of the company’s key talent, including CEO Ali Partovi, President Hadi Partovi and CTO Nat Brown. (All three are in the picture at the top of this post, along with Van Natta and MySpace COO Mike Jones. From left to right: Ali Partovi, Jones, Van Natta, Brown and Hadi Partovi.)

Speaking of that talent: Asked about All Things Digital’s report about tax issues slowing the last stages of deal, Van Natta declared that “this was actually one of the smoother sailing deals that I’ve been involved in.”

Which may be true, but it doesn’t mean there weren’t tax problems for the company he was acquiring, as well as a delay.

In one email to the entire iLike board on Monday afternoon, titled “late-breaking tax issues with iLike/MySpace merger,” Co-founder Hadi Partovi wrote, referring to his brother and also Co-founder Ali:

“Ali & I recently learned about a potential tax liability that could be significantly disadvantageous to us as a result of the merger.

“We don’t have definitive info yet, and we’re just as disappointed as anybody to learn this at the 11th hour.”

Then, Hadi Partovi sent yet another email to Gregg Winiarski, GC at IAC (IACI) yesterday, titled “potentially significant tax risks for iLike common shareholder (esp Partovis).”

Before IAC had spun off Ticketmaster Entertainment (TKTM) last year, which was one of iLike’s big investors, Winiarski had apparently been involved in some iLike issues around compensation.

So Hadi asked him: “gregg, do you have any thoughts on this? since the structure of moving into common-stock (to avoid income tax) was your idea, I was hoping you [would weigh in].”

Winiarski–in several exchanges, in which Hadi’s brother and also Co-founder Ali Partovi even asked if IAC and Ticketmaster might indemnify them if problems arose–politely declined to weigh in, presumably since IAC was no longer an investor in iLike.

Ali Partovi intently asked for a call “TODAY,” but Winiarski did not bite on that or the indemnification request.

In the end, Ali Partovi wrote: “We’re moving forward with the deal, mainly because Hadi and I are not the types to hold up a deal over this. But I’d appreciate if you’d be open to a discussion about the risk exposure we’re sustaining here.”

Apparently it did not hold up the deal.

Maybe someone can ask Van Natta about that in the all-company meeting MySpace has scheduled for next week, which he mentions in this internal memo announcing the deal:

Hi everyone,

I’m pleased to announce this morning that MySpace has entered into an agreement to acquire iLike.

iLike is a social music discovery service that in just two years has become the largest, most comprehensive music application across all social networks. With 55 million users and 1.5 billion monthly impressions, their growth speaks directly to the usability of the product, the technology behind it, and the great team that built it.

One of the great things about MySpace is that its openness enables discovery–we’re going to take that strategy one step forward by also allowing users to experience content on the distributed Web.

On MySpace, users connect with the content they love in a centralized and social environment. On iLike, users can access the content they love in a highly distributed environment across their favorite websites. This shared vision around content distribution is a key component to the future of MySpace.

What the iLike team has done with music is applicable to all of the areas that are important to MySpace users today such as entertainment, video, and games. Because we view the opportunities of this acquisition beyond the music category, MySpace Inc. will be making this acquisition separate and apart from the MySpace Music joint venture.

The company’s current management–CEO Ali Partovi, President Hadi Partovi, and CTO Nat Brown–will continue to lead iLike’s future. I’ve known Hadi and Ali for almost 10 years and the two of them, along with Nat are talented entrepreneurs with a strong track record for building world class product.

Just to give you a sense of their history and professional achievements:

· Ali established himself as an entrepreneur by co-founding LinkExchange, which started as the web’s first and largest banner-advertising network and grew to become the web’s largest small-business portal before being acquired by Microsoft in 1998. In 2002, Ali became CEO of Garageband.com and then iLike.

· Hadi co-founded Tellme Networks, a leading provider of voice/telephone technology and services, where he ran product and technology, and later spearheaded the company’s shift from consumer services to enterprise call-center automation for AT&T, FedEx, and E*TRADE. Tellme Networks was acquired by Microsoft in 2007. Both acquisitions (LinkExchange and TellMe) rank as two of Microsoft’s biggest deals to date. Hadi was also an original group program manager for Internet Explorer, a general manager of MSN.com, and he incubated Start.com (now Live.com).

· Nat has a deep and respected history as an early architect at Microsoft. He rapidly earned a reputation as one of Microsoft’s foremost technical minds by creating and evangelizing the ActiveX/COM object model in the early 90s. He went on to play a seminal role in the creation of XML, DHTML, and as a primary architect of the first XBox. After retiring from Microsoft, he served briefly as CTO at CAC Media and has informally advised numerous startups.

In addition to this great management team, iLike has 26 employees in various technical and business functions including a market leading development team that will join MySpace. iLike will remain headquartered in Seattle but our teams will be working very closely. I’m excited to see the great things that come out of the collaboration between our management teams, employees, and cultures.

We have an all-company meeting next week and I look forward to seeing everyone and answering any questions you might have.

Please join me in welcoming Ali, Hadi, Nat and everyone at iLike to MySpace.

In letters to sent Monday to 90,000 developers who work on eBay’s Developers Program, the company warns about a security hole that could cause problems, but hasn’t yet. It also takes pains to point out that the security flaw doesn’t affect eBay customers themselves. eBay says third-party software now accounts for 25 percent of its listings.

An eBay spokesman tells me that eBay came across the weakness itself not because a hacker had exploited it, and that the company is acting “out of an abundance of caution,” which is a term the eBay folks seem to favor (see email text below). “The information that *may* have been compromised consisted of basic contact information that could potentially be used in a phishing attack. At this point, we have not identified any unusual patterns in our developer accounts and we are notifying them and requesting they change their developer passwords out of an abundance of caution [sic].”

Here’s the complete text of eBay’s heads-up letter:

Hello [redacted], this is Kumar Kandaswamy, and I manage the eBay Developers Program. I’d like you to read this important message about account safety. The safety and security of the eBay Developers Program is a top priority. While we believe that people are basically good, we also must live with the reality that there are fraudsters out there who have made it their illicit “profession” to find ways to exploit others on the Internet.

Occasionally, fraudsters attempt to gain unauthorized access to the eBay Developers Program. eBay has recently identified a means by which someone could gain access to eBay Developers Program account information. This type of access DOES NOT allow the capture of financial or other sensitive information, such as credit card or bank account information or Social Security numbers.

Fortunately, we have not detected any unusual activity with any Developer account. Out of an abundance of caution and to help ensure the security of the eBay Developers Program, we are requiring that all developers take the following steps:

* Take advantage of our new, stricter password standards and change your eBay Developers Program (developer.ebay.com) passwords. It is not necessary to change eBay (www.ebay.com) passwords. If you believe you or your customers have been the victim of fraudulent activity, contact us immediately at apifeedback@ebay.com.

Sincerely, Kumar Kandaswamy

The big picture: Even though Facebook’s official valuation has slid from $15 billion–November 2007, when Microsoft (MSFT) invested–to $10 billion, Zuckerberg is OK with that, arguing that 1) that deal was done at the peak of the market and 2) the pact was never really a financial deal, but a way for Microsoft to partner up with Facebook–and, though he didn’t say it, to box out Google (GOOG). That sounds pretty reasonable.

Zuckerberg’s main talking points were that his company didn’t need the money, but it sure was nice to have, both to fund growth and make any M&A easier to pull off. And when it came to his new partners, he argued that DST’s existing portfolio, which includes several other social networks, would provide models/examples for his company as it continued to expand outside the U.S.

Earlier:

Facebook and its newest investors Digital Sky Technologies, are holding a teleconference to discuss the $200 million at 10 billion valuation deal the two parties just announced. I’ll be covering the call live.

Call starting “momentarily.”

On the call: Facebook Mark Zuckerberg, DST CEO Yuri Milner. Also, via phone (from D7!): Facebook COO Sheryl Sandberg and DST’s Alexander Tamas.

Zuckerberg reading statement that more or less tracks press release: “Advertising product” improving, “our business is doing really well” and we’re on track to create a “nice” business, and that’s why investors want in. DST approached us, has interesting profile and experience and insight into social networks. “We found their thinking and their leadership to be really impressive.”

Money provides “cash buffer” to support our continued growth, also possible other moves. No specific plans to talk about “but nice to have flexibility.”

Milner: “I realize not all the participants on the call are familiar with us.” Goes over DST portfolio. “We have now started to actively expand abroad.” We’re a holding company, have raised and invested more than $1 billion since 2005. Rattling off portfolio companies now.

Q&A:

What does this mean for possible IPO? Zuckerberg: “Our approach to financing has really been that we want to take money and work with partners”…”for a lot of start-ups, you get the feeling that the IPO is really the end goal…that’s not the case for us…we’re not rushing toward it…that’s really all I have to say about that today.”

What’s valuation for common stock? Zuckerberg: No comment. “There are different transactions that we’ve structured differently…we hope that there will be different things in the future…probably sometime in the next few months.”

What does this say about Microsoft’s $15 billion valuation? Zuckerberg: We did that deal at the peak of the market. That was part of a broader relationship. That investment was just one piece of it. This is also a relationship that we’re forming with DST…we hope we will work with other things over time.

“We feel really good about the progress we made…we feel this is  a good and fair valuation for us.” The Microsoft deal was at peak of market and was a strategic deal. “The world was in a pretty different place at that time.”

The international audience is 70 percent of our users. How do you monetize that? Zuckerberg: I have a few things to say, but want Yuri to talk, too. Milner: We have invested in five social networks in Europe. They have been able to monetize better than Facebook because they’re further along the curve than Facebook, which is a global company. But we think that Facebook will improve. Money will come from micropayments and advertising.

Zuckerberg: We can do advertising and have been experimenting with payments. Social networks in DST’s portfolio all monetize in different ways. Each is doing well, with a different model. We’re still growing. Online and direct advertising are growing the quickest, but over time, we expect to be able to build out a large number of these things.

What is your ad revenue going to be? Zuckerberg: A couple of months ago, we felt that everyone outside the company was underestimating our performance. We’ve been EBITDA-profitable for five straight quarters coming on six. Revenue growth has been 70 percent. Cash-flow positive sometime in 2010. That’s important because it means this investment is pure buffer. I realize those aren’t absolute numbers, but those are the ones we’re talking about.

Will DST be involved in management? Milner: We have our own businesses to run. We’ll keep in touch.

Questions about micropayments. Zuckerberg: We’ve tested a lot of things. It’s not a big part of our business, could be greater one day. They create a lot of value for users, and there are ways to monetize them. I’m looking forward to learning how these models are working.

Please talk about common stock/employee stock purchase plans. Zuckerberg: Going back to first question re. IPO. We want to make sure that we can continually make it so employees can be focused on the long term. We felt that if we let people have a little bit of liquidity, it can take some of the pressure off and let people focus on making company as good as it could be. We started to do this last year and had to hold off. Now we hope to be able to do it again.

Will that be the only way you are allowing employees or ex-employees to sell shares? Zuckerberg: Still talking about.

Is current Facebook ad business to be the main business going forward? Doesn’t mean it will be main business in the long term. You guys know everything that we’re talking about now.

Why aren’t you running big brand ad campaigns? We’re very interested in it. We have a big ad sales team. Building out offices internationally: U.K., France, a few more coming up. We think the best way to serve advertisers is to create ads that people interact with, that are “social and engaging.” I don’t want anyone to think that this isn’t a big part of our business, because it is.

Sandberg: Heavily engaged with brands. Ads specifically designed for Facebook, so they look different and behave differently than other ads on other sites, and that’s a good thing.

Preferred shares–are these are substantially similar to the ones Microsoft bought? Zuckberg: “I’m gonna duck that one.”

Does the company have any debt? Zuckerberg: [pause] There’s been some information that’s been public about debt we have for operating equipment. Beyond that, we do equity deals.

Will you do other investment deals? How many did you look at? Zuckerberg: He doesn’t really answer this question; instead he goes on to praise DST. Milner: We see things that other people don’t see, which is monetization that other social networks have been able to do. So we “kind of feel comfortable with that valuation.”

Is this largest foreign investment in Facebook? Zuckerberg: Um… [pause]. There’s been some public information about other folks we’ve worked with, but I think from reading some of the records you can get the answer to your question.

Other new deals? Zuckerberg: It was really at our option to find someone we were comfortable with. We didn’t feel like we needed to take an investment, and now we feel like we have the buffer we want.

Working on video chat product? More international products? Zuckerberg Yes. There are lots of things like that that we’re working on now. We want the site to be available in every country. We’re not translating the site. Users translate the site themselves. And a lot of the features are universally applicable.

Call finished.

DST will not get a board seat or “special observer rights” in return for its money. The two companies are holding a press conference shortly, so we may be able to extract a few more details.

The $10 billion valuation is comedown from the $15 billion figure that accompanied Microsoft’s (MSFT) 2007 investment, but no one expected that figure to hold up–in large part that deal was driven by a bidding war with Google (GOOG) and not much else.

Facebook and its newest investors are conducting a conference call to discuss the deal; I’ll be covering the call live.

FACEBOOK RECEIVES INVESTMENT FROM DIGITAL SKY TECHNOLOGIES

Passive Investment Includes Stake in Preferred Stock, Common Stock and Support for Facebook’s Continued Global Growth

PALO ALTO, Calif. — May 26, 2009 — Facebook today announced that Digital Sky Technologies (DST), one of the leading internet investment groups globally with significant stakes in Eastern European and Russian internet businesses, has made a $200 million investment in Facebook in exchange for preferred stock, representing a 1.96 percent equity stake at a $10 billion valuation.

In addition, DST has indicated that it is planning to offer to purchase at least $100 million of Facebook common stock from existing common stockholders that would facilitate liquidity for current and former employees’ vested shares in the company. The details of the plan are expected to be announced to eligible participants during the summer. Consistent with Facebook’s practice with other recent investors, DST will not be represented on the Facebook board or hold special observer rights.

“This investment demonstrates Facebook’s ongoing success at creating a global network for people to share and connect,” said Facebook CEO Mark Zuckerberg. “We’ve worked hard to bring more than 200 million people — 70 percent outside of the U.S. — onto Facebook to share with friends, family and co-workers. A number of firms approached us, but DST stood out because of the global perspective they bring — backed up by the impressive growth and financial achievements of their internet investments. We’re looking forward to working with the DST team.”

“Our investment experience in other regions reveals the tremendous value social networking companies create as they redefine how people communicate and interact,” said Yuri Milner, chief executive of DST.  “By every important metric — user growth and engagement, technological innovation and financial performance — Facebook is on a similar trajectory, though on a much more global scale. We’re delighted to invest in Facebook, Mark and his management team as they make the world more open and connected.”

Based in London and Moscow, DST is a well-respected investor in a number of successful internet companies, holding significant interests in Russia and Eastern Europe, such as Mail.ru, Forticom and vKontakte.  DST’s main assets account for over 70 percent of all page views in the Russian-speaking internet and its social networks are the market leaders in more than 13 countries, addressing a combined population of more than 350 million.

DST is run by its three partners who have complementary backgrounds in operations, investments and finance: Yuri Milner, previously CEO of Mail.ru, the #1 Russian language website; Gregory Finger, previously head of the Moscow office of NCH, a multi-billion dollar hedge fund; and Alexander Tamas, previously co-head of internet and software coverage in EMEA for the Investment Banking Division of Goldman Sachs. With its advanced understanding of opportunities in technology and social media, DST is a good fit for Facebook and an insightful partner that can help unlock additional growth opportunities.

Reached for comment, Facebook spokesperson Brandee Barker offered up the boilerplate no comment: “Facebook is a private company, so as a matter of policy, we don’t typically share details about our financial plans or comment on rumor and speculation.”

But everyone else has been speculating about the value that Facebook and outside investors place on the company, and whether Facebook needs to raise any money at all.

We do know that in 2007, Microsoft (MSFT) beat out Google (GOOG) for the right to invest some $250 million in the Facebook, placing a $15 billion valuation on the company’s preferred stock. Preferred stock is typically more expensive than common stock because it gives owners the ability to recoup their money before other investors. Facebook later raised another $60 million from Hong Kong billionaire Li Ka-shing and $10 million or so from the Samwer brothers of Germany.

And various reports have suggested that employees and others who own Facebook common stock have been recently selling it on the private market for prices that value the company in the $4 billion range.

Facebook has repeatedly said that it doesn’t need additional cash to keep going and that it expects to generate $500 million in revenue this year and begin breaking even in 2010. Last year, the company felt flush enough to offer to buy Twitter for $500 million–$100 million of which would have been in cash.

People familiar with the matter tell me that DeWolfe and News Corp., specifically new digital boss Jon Miller, are discussing a leadership change today. News Corp. (NWS) officials declined to comment. (News Corp. is the owner of Dow Jones, which owns this Web site.)

Sources tell me Miller hadn’t been planning on getting rid of DeWolfe (pictured above) in the near future, and that until yesterday he was still evaluating his options. News Corp. CEO Rupert Murdoch had once treated DeWolfe as a favorite and gave him significant autonomy at MySpace. But Murdoch, who brought Miller on earlier this month, has been leaning toward a change as MySpace’s traffic has stagnated and its buzz and momentum have moved to Facebook.

Still, Murdoch had left the decision about the site’s leadership to Miller, his new hire, sources said. One possibility: Elevating DeWolfe to a nonexecutive advisory position.

Those options narrowed last night once TechCrunch ran a story claiming that News Corp. had hired a headhunting firm to “scour for possible replacements” for DeWolfe.

News Corp. hadn’t actually hired a headhunter, I’m told by multiple sources. But I’m also told that the report was enough to spook DeWolfe into calling Miller to ask what his plans were. That conversation led to today’s negotiations, which will likely lead to his stepping down as CEO, although he may remain affiliated with MySpace in some capacity.

Meanwhile, News Corp. has been talking to Van Natta (pictured here) about taking DeWolfe’s place. Van Natta, who had been a highly regarded executive at Facebook, was at one point the leading candidate to head up MySpace Music, which launched last fall, and the two sides held extensive conversations.

But Van Natta, like many other potential hires for that position, bristled at the job’s org chart: Rather than a standalone company, a la Hulu, the site News Corp. set up with GE’s (GE) NBC, MySpace Music is simply a unit of MySpace, reporting to DeWolfe. MTV executive Courtney Holt eventually took the job.

But Van Natta’s fate has remained closely intertwined with MySpace anyway. Project Playlist, the free music-streaming site he took over last fall, has seen traffic plummet after MySpace, along with Facebook, cut off the site’s access to their users, a move prompted by lawsuits from several major music companies.

Van Natta has made some headway at extracting the company from its legal mess, which predated his hiring, and he has hammered out a settlement with EMI Music Group. But Playlist is still being sued by Warner Music Group (WMG) and Vivendi’s Universal Music Group, and even music sites that aren’t in legal trouble are struggling to keep their heads above water. Plenty of Silicon Valley watchers wonder why Van Natta landed at Playlist in the first place and think that he has been looking for a way out.

Here’s a video of DeWolfe talking with BoomTown’s Kara Swisher a little more than a year ago when MySpace opened a new office in San Francisco. Below that is a video of Van Natta talking to Swisher in 2007 about Facebook’s ill-fated “Beacon” project.

Not that most advertisers need convincing, but here’s yet more anecdotal evidence that trying to reach the users of social networks like Facebook and MySpace is…difficult.

Social-network users are less likely to click on an ad, and less likely to buy something, than Web users in general, says analyst shop IDC: 79 percent of Web surfers clicked on at least one ad in the past year, but only 57 percent of social-network users did.

And while 23 percent of Web surfers actually bought something during that period, social networkers kept their credit cards (or their parents’) in their pockets: Just 11 percent made a purchase.

This isn’t breaking news. But it’s still dispiriting data for social networks, which have moved past novelty stage and are under increasing pressure to translate eyeballs into dollars.

Then again, you can say that about most of the Web. And if you subtract search engine marketing (i.e., Google, and to a lesser extent, Yahoo) from the equation, marketers remain far from convinced that Web advertising works. Right around now would be a good time to change that, don’t you think?

[Image Credit: xebede]