As filed with the Securities and Exchange Commission on July 24, 2017
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 |
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, 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.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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 |
Amount
to be
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Proposed
Maximum Offering Price Per Share(2) |
Proposed
Maximum Aggregate Offering Price(2) |
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. 2012 Stock Plan |
15,000,000 | $954.99 | $14,324,850,000 | $1,660,250 | ||||
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Total |
15,000,000 | $954.99 | $14,324,850,000 | $1,660,250 | ||||
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| (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 the Registrant’s Class C capital stock as may become available for issuance pursuant to the Alphabet Inc. 2012 Stock Plan 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 17, 2017, as reported by NASDAQ, which was $954.99. |
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 15,000,000 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 Registrant’s 2012 Stock Plan (the “ Plan ”). Accordingly, the contents of the previous Registration Statement on Form S-8 (File No. 333-212914) filed by the Registrant with the U.S. Securities and Exchange Commission (the “ SEC ”) on August 4, 2016 (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.
2
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 24, 2017.
| ALPHABET INC. | ||
| By: | /s/ Larry Page | |
| 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 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 dates indicated:
|
Signature |
Title |
Date |
||||
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/s/ L ARRY P AGE Larry Page |
Chief Executive Officer and Director (Principal Executive Officer) |
July 24, 2017 | ||||
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/s/ R UTH M. P ORAT Ruth M. Porat |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
July 24, 2017 | ||||
3
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/s/ J AMES G. C AMPBELL James G. Campbell |
Vice President, Alphabet Corporate Controller (Principal Accounting Officer) |
July 24, 2017 | ||
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/s/ E RIC E. S CHMIDT Eric E. Schmidt |
Executive Chairman of the Board of Directors |
July 24, 2017 | ||
|
/s/ S ERGEY B RIN Sergey Brin |
President and Director |
July 24, 2017 | ||
|
/s/ L. J OHN D OERR L. John Doerr |
Director |
July 24, 2017 | ||
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/s/ R OGER W. F ERGUSON , J R . Roger W. Ferguson, Jr. |
Director |
July 24, 2017 | ||
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/s/ D IANE B. G REENE Diane B. Greene |
Director |
July 24, 2017 | ||
|
/s/ J OHN L. H ENNESSY John L. Hennessy |
Director |
July 24, 2017 | ||
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/s/ A NN M ATHER Ann Mather |
Director |
July 24, 2017 | ||
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/s/ A LAN R. M ULALLY Alan R. Mulally |
Director |
July 24, 2017 | ||
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/s/ P AUL S. O TELLINI Paul S. Otellini |
Director |
July 24, 2017 | ||
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/s/ S UNDAR P ICHAI Sundar Pichai |
Director |
July 24, 2017 | ||
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/s/ K. R AM S HRIRAM K. Ram Shriram |
Director |
July 24, 2017 | ||
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/s/ S HIRLEY M. T ILGHMAN Shirley M. Tilghman |
Director |
July 24, 2017
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4
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 (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 9, 2017) | |
| 4.01.1 | Alphabet Inc. 2012 Stock Plan – Form of Alphabet Inc. Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.02 filed with Registrant’s 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) | |
| 5.01 | Opinion of Cleary Gottlieb Steen & Hamilton LLP* | |
| 23.01 | Consent of EY 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 |
5
Exhibit 5.01
|
CLEARY GOTTLIEB STEEN & HAMILTON LLP
One Liberty Plaza New York, NY 10006-1470 T: +1 212 225 2000 F: +1 212 225 3999
clearygottlieb.com
WASHINGTON, D.C. • PARIS • BRUSSELS • LONDON • MOSCOW FRANKFURT • COLOGNE • ROME • MILAN • HONG KONG BEIJING • BUENOS AIRES • SAO PAULO • ABU DHABI • SEOUL
Writer’s Direct Dial: +1 212 225 2556 E-Mail: pmarcogliese@cgsh.com |
VICTOR I. LEWKOW LESLIE N. SILVERMAN LEE C. BUCHHEIT JAMES M. PEASLEE THOMAS J. MOLONEY DAVID G. SABEL JONATHAN I. BLACKMAN MICHAEL L. RYAN ROBERT P. DAVIS YARON Z. REICH RICHARD S. LINCER STEVEN G. HOROWITZ JAMES A. DUNCAN STEVEN M. LOEB CRAIG B. BROD EDWARD J. ROSEN LAWRENCE B. FRIEDMAN NICOLAS GRABAR CHRISTOPHER E. AUSTIN SETH GROSSHANDLER HOWARD S. ZELBO DAVID E. BRODSKY ARTHUR H. KOHN RICHARD J. COOPER JEFFREY S. LEWIS PAUL J. SHIM STEVEN L. WILNER ERIKA W. NIJENHUIS ANDRES DE LA CRUZ DAVID C. LOPEZ JAMES L. BROMLEY MICHAEL A. GERSTENZANG LEWIS J. LIMAN LEV L. DASSIN NEIL Q. WHORISKEY JORGE U. JUANTORENA MICHAEL D. WEINBERGER DAVID LEINWAND DIANA L. WOLLMAN JEFFREY A. ROSENTHAL |
ETHAN A. KLINGSBERG MICHAEL D. DAYAN CARMINE D. BOCCUZZI, JR. JEFFREY D. KARPF KIMBERLY BROWN BLACKLOW ROBERT J. RAYMOND SUNG K. KANG LEONARD C. JACOBY SANDRA L. FLOW FRANCISCO L. CESTERO FRANCESCA L. ODELL WILLIAM L. MCRAE JASON FACTOR MARGARET S. PEPONIS LISA M. SCHWEITZER JUAN G. GIRALDEZ DUANE MCLAUGHLIN BREON S. PEACE MEREDITH E. KOTLER CHANTAL E. KORDULA BENET J. O’REILLY ADAM E. FLEISHER SEAN A. O’NEAL GLENN P. MCGRORY MATTHEW P. SALERNO MICHAEL J. ALBANO VICTOR L. HOU ROGER A. COOPER AMY R. SHAPIRO JENNIFER KENNEDY PARK ELIZABETH LENAS LUKE A. BAREFOOT PAMELA L. MARCOGLIESE PAUL M. TIGER JONATHAN S. KOLODNER DANIEL ILAN MEYER H. FEDIDA ADRIAN R. LEIPSIC ELIZABETH VICENS ADAM J. BRENNEMAN |
ARI D. MACKINNON JAMES E. LANGSTON JARED GERBER COLIN D. LLOYD COREY M. GOODMAN RISHI ZUTSHI JANE VANLARE DAVID H. HERRINGTON KIMBERLY R. SPOERRI AARON J. MEYERS DANIEL C. REYNOLDS RESIDENT PARTNERS
SANDRA M. ROCKS S. DOUGLAS BORISKY JUDITH KASSEL DAVID E. WEBB PENELOPE L. CHRISTOPHOROU BOAZ S. MORAG MARY E. ALCOCK HEIDE H. ILGENFRITZ HUGH C. CONROY, JR. KATHLEEN M. EMBERGER WALLACE L. LARSON, JR. AVRAM E. LUFT ANDREW WEAVER HELENA K. GRANNIS GRANT M. BINDER JOHN V. HARRISON CAROLINE F. HAYDAY RAHUL MUKHI NEIL R. MARKEL HUMAYUN KHALID CHRIS C. LEE KENNETH S. BLAZEJEWSKI KNOX L. MCILWAIN RESIDENT COUNSEL
LOUISE M. PARENT OF COUNSEL |
July 24, 2017
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 15,000,000 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 20, 2017 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.
Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.
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 non-assessable.
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 reports dated February 2, 2017, with respect to the consolidated financial statements and schedule of Alphabet Inc. and the effectiveness of internal control over financial reporting of Alphabet Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
July 24, 2017