As filed with the Securities and Exchange Commission on August 4, 2016

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)

 

 

 

Delaware   61-1767919
(State of Incorporation)   (I.R.S. Employer Identification Number)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253-0000

(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

 

 

Alphabet Inc. 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:

 

Pamela L. Marcogliese, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

 

David C. Drummond, Esq.

Kent Walker, Esq

Alphabet Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253-0000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller Reporting Company   ¨

 

 

Calculation of Registration Fee

 

 

Title of Securities

To Be Registered

 

Amount

to be

Registered (1)

 

Proposed

Maximum

Offering Price

Per Share (2)

 

Proposed

Maximum
Aggregate

Offering Price (2)

  Amount of
Registration Fee (2)

Class C capital stock, par value $0.001 per share, to be issued under the Alphabet Inc. 2012 Stock Plan, as amended

  11,500,000   $743.98   $8,555,770,000   $861,567

Total

  11,500,000   $743.98   $8,555,770,000   $861,567

 

 

(1) 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 Class C capital stock of Alphabet Inc. (the “ Registrant ”) as may become available for issuance pursuant to the Alphabet Inc. 2012 Stock Plan, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction affected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Class C capital stock.
(2) 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 Registrant’s Class C capital stock on July 28, 2016, as reported by the NASDAQ Global Select Market, which was $743.98.

 

 

 

REGISTRATION OF ADDITIONAL SHARES 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 11,500,000 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 Registrant’s 2012 Stock Plan, as amended (the “ Plan ”). Accordingly, the contents of the previous Registration Statement on Form S-8 (File No. 333-207254) filed by the Registrant with the U.S. Securities and Exchange Commission (the “ SEC ”) on October 2, 2015 (the “ Prior Registration Statement ”) relating to the Plan, including periodic reports that we filed after the Prior Registration Statement to maintain current information about us, 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.

The Index of Exhibits filed herewith and appearing immediately after the signature page to the Registration Statement is incorporated by reference in this Item 8.

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 August 4, 2016.

 

ALPHABET INC.
By:  

/ S / L ARRY P AGE

  Larry Page
  Chief Executive Officer

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, 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 fully 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 dates indicated:

 

Signature

  

Title

 

Date

/ S / L ARRY P AGE

Larry Page

  

Chief Executive Officer and Director

(Principal Executive Officer)

  August 4, 2016

/ S / R UTH M. P ORAT

Ruth M. Porat

   Senior Vice President and Chief Financial Officer (Principal Financial Officer)   August 4, 2016

/ S / J AMES G. C AMPBELL

J AMES G. C AMPBELL

  

Vice President, Alphabet Corporate Controller

(Principal Accounting Officer)

  August 4, 2016

/ S / E RIC E. S CHMIDT

Eric E. Schmidt

   Executive Chairman of the Board of Directors   August 4, 2016

/ S / S ERGEY B RIN

Sergey Brin

   President and Director   August 4, 2016

/ S / L. J OHN D OERR

L. John Doerr

   Director   August 4, 2016

/s/ R OGER W. F ERGUSON , J R .

Roger W. Ferguson, Jr.

   Director   August 4, 2016

/ S / D IANE B. G REENE

Diane B. Greene

   Director   August 4, 2016

/ S / J OHN L. H ENNESSY

John L. Hennessy

   Director   August 4, 2016

/ S / A NN M ATHER

Ann Mather

   Director   August 4, 2016

/ S / A LAN R. M ULALLY

Alan R. Mulally

   Director   August 4, 2016

/ S / P AUL S. O TELLINI

Paul S. Otellini

   Director   August 4, 2016

/ S / K. R AM S HRIRAM

K. Ram Shriram

   Director   August 4, 2016

/ S / S HIRLEY M. T ILGHMAN

Shirley M. Tilghman

   Director   August 4, 2016

ALPHABET INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX OF EXHIBITS

 

Exhibit

Number

  

Description

  3.01    Amended and Restated Certificate of Incorporation of Alphabet Inc., dated October 2, 2015 (incorporated by reference to Exhibit 3.1 filed with Registrant’s Current Report on Form 8-K12B (File No. 001-37580), as filed with the SEC on October 2, 2015.)
  3.02    Amended and Restated Bylaws of Alphabet Inc. (incorporated by reference to Exhibit 3.2 filed with Registrant’s Current Report on Form 8-K12B (File No. 001-37580), as filed with the SEC on October 2, 2015.)
  4.01    Alphabet Inc. 2012 Stock Plan, as amended (incorporated by reference to Exhibit 10.01 filed with Registrant’s Current Report on Form 8-K (File No. 001-37580), as filed with the SEC on June 10, 2016.)
  4.01.1    Alphabet Inc. 2012 Stock Plan – Form of Alphabet Inc. Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.07.1 filed with Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-37580), as filed with the SEC on February 11, 2016.)
  5.01    Opinion of Cleary Gottlieb Steen & Hamilton LLP*
23.01    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm*
23.02    Consent of Cleary Gottlieb Steen & Hamilton LLP (filed as part of Exhibit 5.01)*
24.01    Power of Attorney (included as part of the signature page of the Registration Statement)*

 

* Filed herewith

Exhibit 5.01

 

LOGO

August 4, 2016

Alphabet Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

 

  Re: Alphabet Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Alphabet Inc., a Delaware corporation (the “ Company ”), in connection with a registration statement on Form S-8 (the “ Registration Statement ”) to be filed today with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), for the registration of an additional 11,500,000 shares of the Company’s Class C capital stock, par value $0.001 per share (the “ Shares ”), to be issued by the Company pursuant to the Alphabet Inc. 2012 Stock Plan (the “ Plan ”).

We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. We have further received a letter dated July 27, 2016 from Kent Walker, Assistant Secretary of the Company, representing to us that the Company has available a sufficient number of shares authorized and available for issuance, together with shares authorized and issued but not outstanding, to deliver the Shares under the Plan, and are relying on such representation.

 

 

 

 

LOGO

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plans, at prices not less than the par value thereof, will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware.

We hereby consent to the use of our name in the prospectus constituting a part of the Registration Statement and in any prospectus supplements related thereto under the heading “Legal Matters” and to the use of this opinion as a part (Exhibit 5.01) of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:  

/s/ Pamela L. Marcogliese

  Pamela L. Marcogliese, a Partner

Exhibit 23.01

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Alphabet Inc. 2012 Stock Plan of our report dated February 11, 2016 (except for the effects of the retrospective adoption of the updated accounting standards discussed in Notes 1, 3 and 7 to the consolidated financial statements, as to which the date is May 2, 2016), with respect to the consolidated financial statements and schedule (listed in the Index to the 2015 Form 10-K at Item 15(a)2) of Alphabet Inc. and our report dated February 11, 2016, with respect to the effectiveness of internal control over financial reporting of Alphabet Inc., included in Alphabet Inc.’s Current Report on Form 8-K dated May 2, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

August 4, 2016