S-1 1 ds1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on April 29, 2004 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 GOOGLE INC. (Exact name of Registrant as specified in its charter) Delaware 7375 77 -0493581 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 1600 Amphitheatre Parkway Mountain View, CA 94043 (650) 623-4000 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Eric Schmidt Chief Executive Officer Google Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 (650) 623-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Larry W. Sonsini, Esq. David C. Drummond, Esq. William H. Hinman, Jr., Esq. David J. Segre, Esq. Jeffery L. Donovan, Esq. Simpson Thacher & Bartlett LLP Wilson Sonsini Goodrich & Rosati, Anna Itoi, Esq. 3330 Hillview Avenue P.C. Google Inc. Palo Alto, California 94304 650 Page Mill Road 1600 Amphitheatre Parkway (650) 251-5000 Palo Alto, California 94304-1050 Mountain View, CA 94043 (650) 493-9300 (650) 623-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨ CALCULATION OF REGISTRATION FEE Proposed Maximum Title of Each Class of Aggregate Offering Amount of Securities to be Registered Price (1)(2) Registration Fee Class A common stock, par value $0.001 per share $ 2,718,281,828 $ 344,406.31 (1) Estimated solely for the purpose of computing the amount of the registration fee, in accordance with to Rule 457(o) promulgated under the Securities Act of 1933. (2) Includes offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Prospectus (Subject to Completion) Dated April 29, 2004 Shares Class A Common Stock Google Inc. is offering shares of Class A common stock and the selling stockholders are offering shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $ and $ per share. Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock. We expect to apply to list our Class A common stock on either the New York Stock Exchange or the Nasdaq National Market under the symbol “ .” Investing in our Class A common stock involves risks. See “ Risk Factors” beginning on page 4. Price $ A Share Underwriting Proceeds to Price to Discounts and Proceeds to Selling Public Commissions Google Stockholders Per Share $ $ $ $ Total $ $ $ $ Google has granted the underwriters the right to purchase up to an additional shares to cover over-allotments. The price to the public and allocation of shares will be determined primarily by an auction process. As part of this auction process, we are attempting to assess the market demand for our Class A common stock and to set the size and price to the public of this offering to meet that demand. Buyers hoping to capture profits shortly after our Class A common stock begins trading may be disappointed. The method for submitting bids and a more detailed description of this process are included in “Auction Process” beginning on page 25. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. It is expected that the shares will be delivered to purchasers on or about , 2004. Morgan Stanley Credit Suisse First Boston Table of Contents TABLE OF CONTENTS Page Letter from the Founders i Prospectus Summary 1 The Offering 2 Risk Factors 4 Special Note Regarding Forward-Looking Statements 24 Auction Process 25 Use of Proceeds 31 Dividend Policy 31 Cash and Capitalization 32 Dilution 34 Selected Consolidated Financial Data 35 Management ’s Discussion and Analysis of Financial Condition and Results of Operations 37 Page Business 57 Management 69 Certain Relationships and Related Party Transactions 82 Principal and Selling Stockholders 84 Description of Capital Stock 86 Rescission Offer 92 Shares Eligible for Future Sale 93 Underwriters 96 Notice to Canadian Residents 99 Legal Matters 100 Experts 100 Where You Can Find Additional Information 100 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is complete and accurate only as of the date of the front cover regardless of the time of delivery of this prospectus or of any sale of shares. Except where the context requires otherwise, in this prospectus, the “Company,” “Google,” “we,” “us” and “our” refer to Google Inc., a Delaware corporation, and, where appropriate, its subsidiaries. We have not undertaken any efforts to qualify this offering for offers to individual investors in any jurisdiction outside the U.S.; therefore, individual investors located outside the U.S. should not expect to be eligible to participate in this offering. Until , 2004, 25 days after the date of this offering, all dealers that effect transactions in our shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Table of Contents LETTER FROM THE FOUNDERS “AN OWNER’S MANUAL ” FOR GOOGLE’S SHAREHOLDERS1 INTRODUCTION Google is not a conventional company. We do not intend to become one. Throughout Google ’s evolution as a privately held company, we have managed Google differently. We have also emphasized an atmosphere of creativity and challenge, which has helped us provide unbiased, accurate and free access to information for those who rely on us around the world. Now the time has come for the company to move to public ownership. This change will bring important benefits for our employees, for our present and future shareholders, for our customers, and most of all for Google users. But the standard structure of public ownership may jeopardize the independence and focused objectivity that have been most important in Google’s past success and that we consider most fundamental for its future. Therefore, we have designed a corporate structure that will protect Google’s ability to innovate and retain its most distinctive characteristics. We are confident that, in the long run, this will bring Google and its shareholders, old and new, the greatest economic returns. We want to clearly explain our plans and the reasoning and values behind them. We are delighted you are considering an investment in Google and are reading this letter. Sergey and I intend to write you a letter like this one every year in our annual report.