Alphabet Merger
UNITED
STATES
STATES
SECURITIES
AND EXCHANGE COMMISSION
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
D.C. 20549
___________________________________________________
FORM
8-K
8-K
_______________________________________________________________
CURRENT
REPORT
REPORT
Pursuant
to Section 13 or 15(d) of
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
of Report (Date of earliest event reported)
August 10,
2015
2015
______________________________________________________________
GOOGLE
INC.
INC.
(Exact
name of registrant as specified in its charter)
name of registrant as specified in its charter)
_______________________________________________________________
Delaware |
001-36380 |
77-0493581 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1600
Amphitheatre Parkway
Amphitheatre Parkway
Mountain
View, CA 94043
View, CA 94043
(Address
of principal executive offices, including zip code)
of principal executive offices, including zip code)
(650)
253-0000
253-0000
(Registrant’s
telephone number, including area code)
telephone number, including area code)
Not
Applicable
Applicable
(Former
name or former address, if changed since last report)
name or former address, if changed since last report)
______________________________________________________________
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):
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
The
disclosure in paragraphs 2, 3 and 8 of Item 8.01 is incorporated into this Item
5.02 by reference.
disclosure in paragraphs 2, 3 and 8 of Item 8.01 is incorporated into this Item
5.02 by reference.
Item
7.01. Regulation FD Disclosure.
7.01. Regulation FD Disclosure.
Google
issued a blog post in connection with the discussion under Item 8.01 below, the
full text of which is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated under this Item 7.01 by reference.
issued a blog post in connection with the discussion under Item 8.01 below, the
full text of which is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated under this Item 7.01 by reference.
The
information in this Item 7.01 and Item 9.01(d) is being furnished and shall not
be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall such exhibits be deemed incorporated by
reference in any filing made by Google under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
information in this Item 7.01 and Item 9.01(d) is being furnished and shall not
be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall such exhibits be deemed incorporated by
reference in any filing made by Google under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item
8.01. Other Events.
8.01. Other Events.
Operating
Structure
Structure
On
August 10, 2015, Google Inc. (“Google”) announced plans to create a new
public holding company, Alphabet Inc. (“Alphabet”), and a new operating
structure to increase management scale and focus on its consolidated
businesses. Under the new operating structure, its main Google business
will include search, ads, maps, apps, YouTube and Android and the related
technical infrastructure (the “Google business”). Businesses such
as Calico, Nest, and Fiber, as well as its investing arms, such as Google
Ventures and Google Capital, and incubator projects, such as Google X, will be
managed separately from the Google business.
August 10, 2015, Google Inc. (“Google”) announced plans to create a new
public holding company, Alphabet Inc. (“Alphabet”), and a new operating
structure to increase management scale and focus on its consolidated
businesses. Under the new operating structure, its main Google business
will include search, ads, maps, apps, YouTube and Android and the related
technical infrastructure (the “Google business”). Businesses such
as Calico, Nest, and Fiber, as well as its investing arms, such as Google
Ventures and Google Capital, and incubator projects, such as Google X, will be
managed separately from the Google business.
In
connection with the new operating structure and upon completion of the Alphabet
Merger (as defined below), Larry Page will become the Chief Executive Officer
(CEO) of Alphabet, Sergey Brin will become the President of Alphabet, Eric E.
Schmidt will become the Executive Chairman of Alphabet, Ruth Porat will become
the Senior Vice President and Chief Financial Officer (CFO) of Alphabet and David
C. Drummond will become the Senior Vice President, Corporate Development, Chief
Legal Officer and Secretary of Alphabet. Larry, Sergey, Eric and David
will transition to these roles from their respective roles at Google, whereas
Ruth will also retain her role as the CFO of Google.
connection with the new operating structure and upon completion of the Alphabet
Merger (as defined below), Larry Page will become the Chief Executive Officer
(CEO) of Alphabet, Sergey Brin will become the President of Alphabet, Eric E.
Schmidt will become the Executive Chairman of Alphabet, Ruth Porat will become
the Senior Vice President and Chief Financial Officer (CFO) of Alphabet and David
C. Drummond will become the Senior Vice President, Corporate Development, Chief
Legal Officer and Secretary of Alphabet. Larry, Sergey, Eric and David
will transition to these roles from their respective roles at Google, whereas
Ruth will also retain her role as the CFO of Google.
Concurrently
upon completion of the Alphabet Merger, Sundar Pichai, age 43, will become the
new CEO of Google Inc. Sundar is currently the Senior Vice President of
Products at Google and oversees product management, engineering, and research
efforts for Google’s products and platforms. Since joining Google in 2004,
Sundar has led a number of key consumer products which are now used by hundreds
of millions of people and, prior to his current role, served as Google’s SVP of
Android, Chrome and Apps. Sundar received a B.Tech. (Hons.) from the
Indian Institute of Technology Kharagpur, a M.S. from Stanford University, and
an MBA from The Wharton School of the University of Pennsylvania.
upon completion of the Alphabet Merger, Sundar Pichai, age 43, will become the
new CEO of Google Inc. Sundar is currently the Senior Vice President of
Products at Google and oversees product management, engineering, and research
efforts for Google’s products and platforms. Since joining Google in 2004,
Sundar has led a number of key consumer products which are now used by hundreds
of millions of people and, prior to his current role, served as Google’s SVP of
Android, Chrome and Apps. Sundar received a B.Tech. (Hons.) from the
Indian Institute of Technology Kharagpur, a M.S. from Stanford University, and
an MBA from The Wharton School of the University of Pennsylvania.
Holding
Company Reorganization
Company Reorganization
Later
this year, Google intends to implement a holding company reorganization (the “Alphabet
Merger”), which will result in Alphabet owning all of the capital stock of
Google. Alphabet will initially be a direct, wholly owned subsidiary of
Google. Pursuant to the Alphabet Merger, a newly formed entity (“Merger Sub”),
a direct, wholly owned subsidiary of Alphabet and an indirect, wholly owned
subsidiary of Google, will merge with and into Google, with Google surviving as
a direct, wholly owned subsidiary of Alphabet. Each share of each class
of Google stock issued and outstanding immediately prior to the Alphabet Merger
will automatically convert into an equivalent corresponding share of Alphabet
stock, having the same designations, rights, powers and preferences and the
qualifications, limitations and restrictions as the corresponding share of
Google stock being converted. Accordingly, upon consummation of the Alphabet
Merger, Google’s current stockholders will become stockholders of Alphabet.
The stockholders of Google will not recognize gain or loss for U.S.
federal income tax purposes upon the conversion of their shares in the Alphabet
Merger.
this year, Google intends to implement a holding company reorganization (the “Alphabet
Merger”), which will result in Alphabet owning all of the capital stock of
Google. Alphabet will initially be a direct, wholly owned subsidiary of
Google. Pursuant to the Alphabet Merger, a newly formed entity (“Merger Sub”),
a direct, wholly owned subsidiary of Alphabet and an indirect, wholly owned
subsidiary of Google, will merge with and into Google, with Google surviving as
a direct, wholly owned subsidiary of Alphabet. Each share of each class
of Google stock issued and outstanding immediately prior to the Alphabet Merger
will automatically convert into an equivalent corresponding share of Alphabet
stock, having the same designations, rights, powers and preferences and the
qualifications, limitations and restrictions as the corresponding share of
Google stock being converted. Accordingly, upon consummation of the Alphabet
Merger, Google’s current stockholders will become stockholders of Alphabet.
The stockholders of Google will not recognize gain or loss for U.S.
federal income tax purposes upon the conversion of their shares in the Alphabet
Merger.
The
Alphabet Merger will be conducted pursuant to Section 251(g) of the General
Corporation Law of the State of Delaware, which provides for the formation of a
holding company without a vote of the stockholders of the constituent
corporations. Effective upon the consummation of the Alphabet Merger,
Alphabet will adopt an amended and restated certificate of incorporation and
amended and restated bylaws that are identical to those of Google immediately
prior to the consummation of the Alphabet Merger, except for the change of the
name of the corporation as permitted by Section 251(g). Furthermore, the
conversion will occur automatically without an exchange of stock certificates.
Stock certificates previously representing shares of a class of Google
stock will represent the same number of shares of the corresponding class of
Alphabet stock after the Alphabet Merger. Following the consummation of the
Alphabet Merger, shares of Class C Capital Stock and Class A Common Stock will
continue to trade on the NASDAQ Global Select Market under the symbol “GOOG”
and “GOOGL” respectively. With respect to Alphabet stock, Larry, Sergey,
Eric and their respective specified affiliated entities, as well as Alphabet,
will be bound, without any modification, by the same restrictions, undertakings
and obligations that are imposed under the Transfer Restriction Agreements,
related Joinders and other documentation entered into in connection with the
prior settlement of the litigation relating to Class C Capital Stock.
Alphabet Merger will be conducted pursuant to Section 251(g) of the General
Corporation Law of the State of Delaware, which provides for the formation of a
holding company without a vote of the stockholders of the constituent
corporations. Effective upon the consummation of the Alphabet Merger,
Alphabet will adopt an amended and restated certificate of incorporation and
amended and restated bylaws that are identical to those of Google immediately
prior to the consummation of the Alphabet Merger, except for the change of the
name of the corporation as permitted by Section 251(g). Furthermore, the
conversion will occur automatically without an exchange of stock certificates.
Stock certificates previously representing shares of a class of Google
stock will represent the same number of shares of the corresponding class of
Alphabet stock after the Alphabet Merger. Following the consummation of the
Alphabet Merger, shares of Class C Capital Stock and Class A Common Stock will
continue to trade on the NASDAQ Global Select Market under the symbol “GOOG”
and “GOOGL” respectively. With respect to Alphabet stock, Larry, Sergey,
Eric and their respective specified affiliated entities, as well as Alphabet,
will be bound, without any modification, by the same restrictions, undertakings
and obligations that are imposed under the Transfer Restriction Agreements,
related Joinders and other documentation entered into in connection with the
prior settlement of the litigation relating to Class C Capital Stock.
Upon
consummation of the Alphabet Merger, the directors of Alphabet will be the same
individuals who are the directors of Google immediately prior to the Alphabet
Merger.
consummation of the Alphabet Merger, the directors of Alphabet will be the same
individuals who are the directors of Google immediately prior to the Alphabet
Merger.
Financial
Reporting
Reporting
The
new legal and operating structure will be introduced in phases over the coming
months and when finalized, Google anticipates that it will result in two
reportable segments for financial reporting purposes, with the Google business
new legal and operating structure will be introduced in phases over the coming
months and when finalized, Google anticipates that it will result in two
reportable segments for financial reporting purposes, with the Google business
presented
separately from other Alphabet businesses taken as a whole. Accordingly,
Alphabet will report its results under this new structure commencing with its
Q4 earnings release and its Annual Report on Form 10-K for the period ending
December 31, 2015.
separately from other Alphabet businesses taken as a whole. Accordingly,
Alphabet will report its results under this new structure commencing with its
Q4 earnings release and its Annual Report on Form 10-K for the period ending
December 31, 2015.
Other
Changes
Changes
Concurrently
upon completion of the Alphabet Merger, Omid Kordestani will transition from
his role as Google’s Chief Business Officer to become an Advisor to Alphabet
and Google.
upon completion of the Alphabet Merger, Omid Kordestani will transition from
his role as Google’s Chief Business Officer to become an Advisor to Alphabet
and Google.
Safe
Harbor Statement
Harbor Statement
This
Current Report on Form 8-K contains forward-looking statements regarding the
proposed Alphabet Merger, related board and management composition, and
financial reporting on a segmented basis. These forward-looking
statements involve certain risks and uncertainties that could cause actual
results to differ materially from those indicated in such forward-looking
statements, including but not limited to the ability of the entities to
consummate the Alphabet Merger and to change its anticipated reportable
segments. Other risks and uncertainties that can affect actual results are
included under the captions “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in our Annual Report
on Form 10-K for the year ended December 31, 2014 and our most recent Quarterly
Report on Form 10-Q for the quarter ended June 30, 2015 and in other filings we
make with the Securities and Exchange Commission, which are on file with the
SEC and are available on our investor relations website at investor.google.com
and on the SEC website at www.sec.gov. All information provided in this Current
Report on Form 8-K is as of August 10, 2015, and we undertake no duty to update
this information unless required by law.
Current Report on Form 8-K contains forward-looking statements regarding the
proposed Alphabet Merger, related board and management composition, and
financial reporting on a segmented basis. These forward-looking
statements involve certain risks and uncertainties that could cause actual
results to differ materially from those indicated in such forward-looking
statements, including but not limited to the ability of the entities to
consummate the Alphabet Merger and to change its anticipated reportable
segments. Other risks and uncertainties that can affect actual results are
included under the captions “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in our Annual Report
on Form 10-K for the year ended December 31, 2014 and our most recent Quarterly
Report on Form 10-Q for the quarter ended June 30, 2015 and in other filings we
make with the Securities and Exchange Commission, which are on file with the
SEC and are available on our investor relations website at investor.google.com
and on the SEC website at www.sec.gov. All information provided in this Current
Report on Form 8-K is as of August 10, 2015, and we undertake no duty to update
this information unless required by law.
Item 9.01. Financial
Statements and Exhibits.
Statements and Exhibits.
Exhibit No. |
Description |
99.1 |
Google Blog Post |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GOOGLE INC. |
||
Date: August 10, 2015 |
/s/ KENT WALKER |
|
Kent Walker Senior Vice President and General Counsel |
||
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