As filed with the Securities and Exchange Commission on December 13, 2013

Registration No. 333-138848

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

GOOGLE INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		77-0493581
(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)

 

 

Options and Restricted Stock Units granted under the

YouTube, Inc. 2005 Stock Plan and assumed by the Registrant

(Full Title of the Plan)

 

 

Larry Page

Chief Executive Officer

Google Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253-0000

(Name, Address, and Telephone Number, including Area Code, of Agent for Service)

 

 

Copies to:

 

Michael J. Albano, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006		David C. Drummond, Esq. Christine E. Flores, Esq. Kenneth H. Yi, Esq. Google 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		¨

 

 

 

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DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-138848) filed by Google Inc. (the “Registrant”) with the U.S. Securities and Exchange Commission on November 20, 2006 (the “Registration Statement”) registering 426,306 shares of the Registrant’s Class A common stock (the “Shares”), par value $0.001 per share, to be issued pursuant to options (the “Assumed Options”) and restricted stock units (the “Assumed RSUs”) granted under the YouTube, Inc. 2005 Stock Plan and assumed by the Registrant. As of the date of this Post-Effective Amendment, no Assumed Options or Assumed RSUs remain outstanding.

In accordance with the Registrant’s undertaking in Part II, Item 9(A)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all of the Shares that remain unsold or otherwise unissued, if any, and to terminate the effectiveness of the Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this Post-Effective Amendment to 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 December 13, 2013.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
/s/ Larry Page		Chief Executive Officer, Co-Founder and Director		December 13, 2013
Larry Page		(Principal Executive Officer)
/s/ Patrick Pichette		Senior Vice President and Chief Financial Officer		December 13, 2013
Patrick Pichette		(Principal Financial and Accounting Officer)
/s/ Eric E. Schmidt		Executive Chairman of the Board of Directors		December 13, 2013
Eric E. Schmidt
/s/ Sergey Brin		Co-Founder and Director		December 13, 2013
Sergey Brin
/s/ L. John Doerr		Director		December 13, 2013
L. John Doerr
/s/ Diane B. Greene		Director		December 13, 2013
Diane B. Greene
/s/ John L. Hennessy		Director		December 13, 2013
John L. Hennessy
/s/ Ann Mather		Director		December 13, 2013
Ann Mather
/s/ Paul S. Otellini		Director		December 13, 2013
Paul S. Otellini
/s/ K. Ram Shriram		Director		December 13, 2013
K. Ram Shriram
/s/ Shirley M. Tilghman		Director		December 13, 2013
Shirley M. Tilghman