8-K - Project Montana - Item 8.01



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 13, 2014
______________________________________________________________
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 8.01.
Other Events.

On January 13, 2014, Google Inc. announced that it had entered into an agreement to buy Nest Labs Inc. for $3.2 billion in cash, subject to adjustments. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals in the U.S. The full text of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated here by reference.

Item 9.01.    Financial Statements and Exhibits.
(i)
Exhibits.

Exhibit
No.
Description
99.1
Press release of Google Inc. dated January 13, 2014







SIGNATURE

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 13, 2014
/s/ KENT WALKER
 
Kent Walker
Senior Vice President and General Counsel