Alphabet Inc. 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 29, 2006
(Exact name of registrant as specified in its charter)
1600 Amphitheatre Parkway
Mountain View, CA 94043
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(Former 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):
Item 1.01. Entry into a Material Definitive Agreement.
On March 31, 2006, Google Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Goldman, Sachs & Co. (the Underwriter), relating to the public offering, issuance and sale of 5,300,000 shares of the Companys Class A common stock (the Offering). The public offering price of the Offering is $389.75 per share, and the Underwriter has agreed to purchase all of the 5,300,000 shares from the Company pursuant to the Underwriting Agreement. The Offering is being made pursuant to the Companys registration statement on Form S-3 (Registration No. 333-132813), as amended, which was previously filed with the Securities and Exchange Commission.
The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Item 8.01. Other Events
On March 29, 2006, the Company issued a press release announcing its intention to issue 5,300,000 shares of its Class A common stock in the Offering. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
On March 31, 2006, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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.