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)

 

 

 

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. 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:

 

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, 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   ☐    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

 

 

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. Amended and Restated 2012 Stock Plan

  3,000,000   $1,131.75   $3,395,250,000.00   $411,504.30

Total

  3,000,000   $1,131.75   $3,395,250,000.00   $411,504.30

 

 

(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. 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 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 22, 2019, as reported by NASDAQ, which was $1,131.75.

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 Registrant’s 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.

 

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. Amended and Restated 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 21, 2019) ‡
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 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

‡ 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.

 

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 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:

 

Signature

  

Title

  

Date

/ S / L ARRY P AGE

Larry Page

   Chief Executive Officer and Director
(Principal Executive Officer) 		   July 25, 2019

/ S / R UTH M. P ORAT

Ruth M. Porat

   Senior Vice President and Chief Financial Officer
(Principal Financial Officer) 		   July 25, 2019

/ S / A MIE T HUENER O’T OOLE

Amie Thuener O’Toole

  

Vice President, Chief Accounting Officer

(Principal Accounting Officer)

   July 25, 2019

/ S / S ERGEY B RIN

Sergey Brin

   President and Director    July 25, 2019

/ S / L. J OHN D OERR

L. John Doerr

   Director    July 25, 2019

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

Roger W. Ferguson, Jr.

   Director    July 25, 2019

/ S / J OHN L. H ENNESSY

John L. Hennessy

   Chairman of the Board and Director    July 25, 2019

/ S / A NN M ATHER

Ann Mather

   Director    July 25, 2019

/ S / A LAN R. M ULALLY

Alan R. Mulally

   Director    July 25, 2019

/ S / S UNDAR P ICHAI

Sundar Pichai

   Director    July 25, 2019

/ S / K. R AM S HRIRAM

K. Ram Shriram

   Director    July 25, 2019

/ S / R OBIN L. W ASHINGTON

Robin L. Washington

   Director    July 25, 2019

Exhibit 5.01

 

LOGO

 

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

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E-Mail: pmarcogliese@cgsh.com

 

THOMAS J. MOLONEY

DAVID G. SABEL

JONATHAN I. BLACKMAN

RICHARD S. LINCER

JAMES A. DUNCAN

STEVEN M. LOEB

CRAIG B. BROD

NICOLAS GRABAR

CHRISTOPHER E. AUSTIN

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

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

JOON H. KIM

MARGARET S. PEPONIS

LISA M. SCHWEITZER

JUAN G. GIRÁLDEZ

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

ABENA A. MAINOO

HUGH C. CONROY, JR.

JOSEPH LANZKRON

MAURICE R. GINDI

KATHERINE R. REAVES

RAHUL MUKHI

    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

KATHLEEN M. EMBERGER

AVRAM E. LUFT

ANDREW WEAVER

HELENA K. GRANNIS

JOHN V. HARRISON

CAROLINE F. HAYDAY

NEIL R. MARKEL

KENNETH S. BLAZEJEWSKI

ANDREA M. BASHAM

LAURA BAGARELLA

SHIRLEY M. LO

JONATHAN D.W. GIFFORD

SUSANNA E. PARKER

    RESIDENT COUNSEL

 

LOUISE M. PARENT

    OF COUNSEL

July 25, 2019

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 3,000,000 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. Amended and Restated 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 16, 2019 from Kathryn W. Hall, 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.

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.

 

Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.

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 Plan, 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. Amended and Restated 2012 Stock Plan of our reports dated February 4, 2019, with respect to the consolidated financial statements 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, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

July 25, 2019