UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 22, 2009
GOOGLE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-50726 | 77-0493581 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1600 Amphitheatre Parkway
Mountain View, CA 94043
(Address of principal executive offices, including zip code)
(650) 253-0000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition |
On January 22, 2009, Google is issuing a press release and holding a conference call regarding its financial results for the quarter and for the fiscal year ended December 31, 2008. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Google is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
| Item 8.01. | Other Events |
A copy of the condensed consolidated balance sheets, consolidated statements of income and condensed consolidated statements of cash flows for the quarter and for the fiscal year ended December 31, 2008 and other financial tables are filed as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.
On January 22, 2009, Google also posted on the Official Google Blog an announcement that it intends to implement an employee stock option exchange program. A copy of the blogpost is filed as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release of Google Inc. dated January 22, 2009 | |
| 99.2 | Financial tables for the quarter and fiscal year ended December 31, 2008 | |
| 99.3 | Posting on the Official Google Blog dated January 22, 2009 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOOGLE INC. | ||||
| Date: January 22, 2009 |
/s/ PATRICK PICHETTE | |||
| Patrick Pichette Senior Vice President and Chief Financial Officer | ||||