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)
December 20, 2005
(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.
The purpose of this Current Report on Form 8-K/A is to amend the Current Report on Form 8-K of Google Inc. (Google), filed on December 22, 2005, as amended on March 16, 2006, which described the general terms of a letter agreement (the Letter Agreement) entered into between Time Warner Inc. (Time Warner), America Online, Inc. (AOL) and Google. The Letter Agreement sets forth the general terms upon which Google would, in exchange for $1 billion in cash, acquire a 5% equity interest in AOL through an investment in a wholly owned subsidiary of Time Warner that will own all of the outstanding equity interests in AOL. On March 24, 2006, the parties signed definitive agreements governing this $1 billion investment in AOL and Google expects that the investment will close in the second quarter of 2006.
The Letter Agreement also generally describes the terms on which Google, Time Warner and AOL plan to enter into certain commercial arrangements. On March 24, 2006, the parties signed definitive agreements with respect to these commercial arrangements.
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.