Securities Registration: Employee Benefit Plan (s-8)
July 26 2019 - 6:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 25, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
Alphabet Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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61-1767919
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(State of Incorporation)
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(I.R.S. Employer
Identification Number)
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1600 Amphitheatre Parkway
Mountain View, CA 94043
(650)
253-0000
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(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
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Alphabet Inc. Amended and Restated 2012 Stock Plan
(Full title of the plan)
Larry Page
Chief
Executive Officer
Alphabet Inc.
1600 Amphitheatre Parkway
Mountain View, CA 94043
(650)
253-0000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Pamela L. Marcogliese, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New
York, NY 10006
(212)
225-2000
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David C. Drummond, Esq.
Kent Walker, Esq.
Alphabet Inc.
1600
Amphitheatre Parkway
Mountain View, CA 94043
(650)
253-0000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Calculation of Registration Fee
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Title of Securities
To Be Registered
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Amount to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate Offering
Price(2)
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Amount of
Registration Fee(2)
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Class C capital stock, par value $0.001 per share, to be
issued under the Alphabet Inc. Amended and Restated 2012 Stock Plan
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3,000,000
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$1,131.75
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$3,395,250,000.00
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$411,504.30
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Total
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3,000,000
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$1,131.75
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$3,395,250,000.00
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$411,504.30
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
Securities Act
), this Registration Statement on Form
S-8
shall also cover any additional shares of the
Registrants Class C capital stock as may become available for issuance pursuant to the Alphabet Inc. Amended and Restated 2012 Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration that results in an increase in the number of the Registrants outstanding shares of Class C capital stock.
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(2)
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Estimated solely for the purposes of computing the amount of the registration fee. This registration fee has been calculated pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act, based upon the average of the high and
low prices of the Registrants Class C capital stock on July 22, 2019, as reported by NASDAQ, which was $1,131.75.
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REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form
S-8
(the
Registration Statement
) is being filed
by Alphabet Inc., a Delaware corporation (the
Registrant
), to register an additional 3,000,000 shares of its Class C capital stock, par value $0.001 per share, issuable to eligible employees, consultants, contractors and
directors of the Registrant and its affiliates under the Registrants Amended and Restated 2012 Stock Plan (the
Plan
). Accordingly, the contents of the previous Registration Statement on Form
S-8
(File
No. 333-226309)
filed by the Registrant with the U.S. Securities and Exchange Commission (the
SEC
) on July 24, 2018 (the
Prior Registration Statement
) relating to the Plan, including periodic reports that the Registrant filed after the Prior Registration Statement to maintain current information about the Registrant, are incorporated by reference
into the Registration Statement pursuant to General Instruction E of Form
S-8.
The Prior Registration Statement is currently effective.
Item 8. Exhibits.
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Exhibit
Number
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Description
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3.01
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Amended and Restated Certificate of Incorporation of Alphabet Inc., dated October
2, 2015 (incorporated by reference to Exhibit 3.1 filed with Registrants Current Report on Form
8-K12B
(File
No.
001-37580),
as filed with the SEC on October 2, 2015)
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3.02
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Amended and Restated Bylaws of Alphabet Inc. (incorporated by reference to Exhibit 3.2 filed with Registrants Current Report on Form
8-K12B
(File
No. 001-37580),
as filed with the SEC on October 2, 2015)
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4.01
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Alphabet Inc. Amended and Restated 2012 Stock Plan (incorporated by reference to Exhibit 10.01 filed with Registrants Current Report on
Form
8-K
(File
No. 001-37580),
as filed with the SEC on June 21, 2019)
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4.01.1
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Alphabet Inc. 2012 Stock Plan Form of Alphabet Inc. Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.02
filed with Registrants Quarterly Report on Form
10-Q
for the fiscal quarter ended September 30, 2016
(File No. 001-37580),
as filed with the SEC on
November 3, 2016)
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5.01
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Opinion of Cleary Gottlieb Steen & Hamilton LLP*
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23.01
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm*
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23.02
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Consent of Cleary Gottlieb Steen & Hamilton LLP (filed as part of Exhibit 5.01)*
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24.01
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Power of Attorney (included as part of the signature page of the Registration Statement)
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* Filed herewith
Incorporated herein by reference
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form
S-8
and has duly caused the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California,
on July 25, 2019.
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ALPHABET INC.
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By:
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/s/ Larry Page
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Larry Page
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Larry Page, Ruth M. Porat,
and David C. Drummond, and each of them acting individually, as his or her true and lawful
attorney-in-fact
and agent, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing), to sign any and all amendments (including post-effective amendments thereto) to the Registration Statement on Form
S-8,
and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting to such
attorney-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full
to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such
attorney-in-fact
and agents, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, the
Registration Statement has been signed by the following persons in the capacities and on the date indicated:
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Signature
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Title
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Date
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/
S
/ L
ARRY
P
AGE
Larry Page
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Chief Executive Officer and Director
(Principal Executive Officer)
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July 25, 2019
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/
S
/ R
UTH
M. P
ORAT
Ruth M. Porat
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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July 25, 2019
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S
/ A
MIE
T
HUENER
OT
OOLE
Amie Thuener OToole
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Vice President, Chief Accounting Officer
(Principal Accounting Officer)
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July 25, 2019
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S
/ S
ERGEY
B
RIN
Sergey Brin
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President and Director
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July 25, 2019
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S
/ L. J
OHN
D
OERR
L. John Doerr
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Director
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July 25, 2019
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S
/ R
OGER
W. F
ERGUSON
, J
R
.
Roger W. Ferguson, Jr.
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Director
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July 25, 2019
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S
/ J
OHN
L. H
ENNESSY
John L. Hennessy
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Chairman of the Board and Director
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July 25, 2019
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S
/ A
NN
M
ATHER
Ann Mather
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Director
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July 25, 2019
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S
/ A
LAN
R. M
ULALLY
Alan R. Mulally
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Director
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July 25, 2019
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S
/ S
UNDAR
P
ICHAI
Sundar Pichai
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Director
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July 25, 2019
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S
/ K. R
AM
S
HRIRAM
K. Ram Shriram
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Director
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July 25, 2019
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S
/ R
OBIN
L. W
ASHINGTON
Robin L. Washington
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Director
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July 25, 2019
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