Form S-1 Registration Statement

Form S-1 Registration Statement S-1 1 ds1.htm FORM S-1 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 4, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

GOOGLE INC.

(Exact name of Registrant as specified in its charter)

Delaware

7375

77-0493581

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 623-4000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Eric Schmidt

Chief Executive Officer

Google Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 623-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christian E. Montegut, Esq.

Donald S. Harrison, Esq.

Ricardo E. Velez, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304-1050

(650) 493-9300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the offering circular is expected to be made pursuant to Rule 434, check the following box. ¨

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered (1)	Amount to be Registered	Proposed Maximum Aggregate Offering Price Per Share (2)			Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Class A common stock, par value $0.001 per share	11,678,671	$	1.77	(3)	$	20,671,247.67	$	2,619.05
Class B common stock, par value $0.001 per share	17,154,245	$	0.38	(4)	$	6,518,613.10	$	825.91
Class A common stock, par value $0.001 per share (5)	17,154,245	$	—		$	—	$	—
Total	28,832,916				$	27,189,860.77	$	3,444.96

(1)

Consists of shares issued or issuable upon exercise of options pursuant to the Registrant’s 1998 Stock Plan, 2003 Stock Plan, 2003 Stock Plan (No. 2) and 2003 Stock Plan (No. 3). Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable with respect to the shares being registered hereunder by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2)

Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(h) promulgated under the Securities Act of 1933, as amended.

(3)

The weighted average price of the 11,678,671 shares of the Class A common stock being registered is $1.77 per share.

(4)

The weighted average price of the 17,154,245 shares of the Class B common stock being registered is $0.38 per share.

(5)

Represents Class A common stock issuable upon conversion of Class B common stock issued or issuable under the Registrant’s 1998 Stock Plan and 2003 Stock Plan (No. 2) as of the date of this Registration Statement. Pursuant to Rule 457(i), there is no fee associated with the registration of the shares of Class A common stock issuable upon conversion of the shares of Class B common stock because no additional consideration will be received in connection with the conversion of shares of Class B common stock.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Offering Circular (Subject to Completion)

Dated August 4, 2004

11,678,671 Shares Class A Common Stock

17,174,245 Shares Class B Common Stock

LOGO

RESCISSION OFFER

On April 29, 2004, we filed with the Securities and Exchange Commission a registration statement relating to our proposed initial public offering. Our initial public offering registration statement proposes to offer an aggregate of 24,636,659 shares of our Class A common stock to the public. We anticipate that the initial public offering price will be between $108.00 and $135.00 per share. Although we are not currently listed on any securities markets or quotation systems and there is currently no public market for our common stock, our Class A common stock has been approved for quotation on The Nasdaq National Market under the symbol “GOOG,” subject to official notice of issuance. We are assuming for all purposes in this offering circular that the underwriters of our initial public offering will not be exercising their right to purchase up to 3,695,498 additional shares of Class A common stock from our selling stockholders to cover over-allotments.

The Rescission Offer

•

We are offering to repurchase 23,240,668 shares of our common stock (consisting of 9,210,266 shares of Class A common stock and 14,030,402 shares of Class B common stock) from persons who are or were residents of Arkansas, California, Colorado, Connecticut, the District of Columbia, Georgia, Illinois, Maryland, Massachusetts, Michigan, Nevada, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, Texas, Virginia and Washington. We refer to these states in this offering circular as the Rescission States. These persons are current and former employees and consultants who purchased those shares upon exercise of options we granted to them pursuant to our 1998 Stock Plan, 2003 Stock Plan, 2003 Stock Plan (No. 2) and 2003 Stock Plan (No. 3).

•

We are offering to repurchase unexercised options to purchase 5,592,248 shares of our common stock (consisting of options to purchase 2,468,405 shares of Class A common stock and 3,123,843 shares of Class B common stock) from persons who are or were residents of the Rescission States and who are current and former employees and consultants.

•

The repurchase price for the shares of our common stock subject to the rescission offer ranges from $0.30 to $80.00 per share, and is equal to the price paid by those persons who purchased these shares. The repurchase price for unexercised options to purchase shares of our common stock subject to the rescission offer is 20% of the per share exercise price multiplied by the number of shares subject to the options. In each case, if you accept our rescission offer and surrender your shares or options, or both, as the case may be, you will receive interest, based on the repurchase price noted above and calculated from the date you purchased the shares or the date the option was granted to you, as the case may be, through the date that the rescission offer expires at the interest rate mandated by your state of residence as set forth below.

•

Federal law does not provide a specific interest rate to be used in the calculation of the consideration to be received in connection with the repurchases of securities by an issuer in a rescission offer. The legal rates of interest for the repurchase of shares and options in the Rescission States are as follows:


State	Interest Rate		State	Interest Rate
Arkansas	6	%	Nevada	6.25	%
California	7	%	New Hampshire	10	%
Colorado	8	%	New Jersey	4	%
Connecticut	6	%	New York*	7	%
District of Columbia	6	%	North Carolina	8	%
Georgia	6	%	Pennsylvania	6	%
Illinois	10	%	Texas	6	%
Maryland	10	%	Virginia	6	%
Massachusetts	6	%	Washington	8	%
Michigan	6	%

New York law does not provide a specific interest rate. For purposes of the rescission offer, we are applying the rate of interest of California (our principal place of business) to calculate the consideration to be received by New York residents who may be entitled to rescission rights.

•	The rescission offer will expire on September , 2004.

See “ Risk Factors” beginning on page 28 to read about certain factors you should consider before accepting or rejecting the rescission offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this offering circular is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS


		Page
Questions and Answers About the Rescission Offer		1
Summary		9
Rescission Offer		12
Risk Factors		28
Special Note Regarding Forward-Looking Statements		47
Dividend Policy		48
Cash and Capitalization		48
Selected Consolidated Financial Data		50
Management’s Discussion and Analysis of Financial Condition and Results of Operations		52
Business		74
Management		88
Certain Relationships and Related Party Transactions		101
Principal Stockholders		103
Description of Capital Stock		105
Shares Eligible For Future Sale		111
Legal Matters		114
Experts		114
Where You Can Find Additional Information		114
Index to Consolidated Financial Statements		F-1
Index to Financial Statements of Applied Semantics, Inc.		F-36
Index to Condensed Financial Statements of Applied Semantics, Inc.		F-52

You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different from that contained in this document. We are offering to repurchase shares of our common stock and options to purchase our common stock only in jurisdictions where offers and sales are permitted. The information in this document is complete and accurate only as of the date of the front cover regardless of the time of delivery of this document or of any sale of shares. Except where the context requires otherwise, in this document, the “Company,” “Google,” “we,” “us” and “our” refer to Google Inc., a Delaware corporation, and, where appropriate, its subsidiaries.

Only residents of the United States are eligible to participate in the rescission offer.

QUESTIONS AND ANSWERS ABOUT THE RESCISSION OFFER

You should read the following questions and answers, together with the more detailed information regarding the rescission offer and the risk factors set forth elsewhere in this document, before deciding whether to accept or reject the rescission offer.

General

Q: Why are we making the rescission offer?

A: Certain shares of common stock issued pursuant to certain of our stock plans during the period from September 2001 through June 2004 were not registered under federal securities laws and we did not seek to exempt these securities from the registration requirements of these laws. In addition, certain option grants and stock issuances pursuant to certain of our stock plans during this period were not qualified under state securities laws and we did not seek to exempt these securities from the qualification requirements of these laws. Consequently, these option grants and stock issuances may have violated the Securities Act of 1933 and the state securities laws of Arkansas, California, Colorado, Connecticut, the District of Columbia, Georgia, Illinois, Maryland, Massachusetts, Michigan, Nevada, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, Texas, Virginia and Washington. The rescission offer is intended to address these federal and state securities laws compliance issues by allowing the holders of the options and shares covered by the rescission offer to rescind the underlying securities transactions and sell those securities back to us.

Q: Which options and shares of common stock are included in the rescission offer?

A: We are offering, upon the terms and conditions described in this document, to rescind:

•

The sale of 9,210,266 shares of Class A common stock.

•

The sale of 14,030,402 shares of Class B common stock.

•

The grant of options to purchase 2,468,405 shares of Class A common stock.

•

The grant of options to purchase 3,123,843 shares of Class B common stock.

The 23,240,668 shares of our common stock subject to the rescission offer are held by 1,105 persons and the outstanding options to purchase 5,592,248 shares of our common stock are held by 301 persons. All of these people are current and former employees and consultants who purchased shares of our common stock pursuant to option agreements or hold outstanding options to purchase our common stock. We granted these options and the options underlying the outstanding common stock subject to the rescission offer between September 2001 and June 2004, at exercise prices ranging from $0.30 to $80.00 per share.

Q: When does the rescission offer expire?

A: Our rescission offer will expire on September , 2004.

Q: What will I receive if I accept the rescission offer?

A: If you accept our rescission offer with respect to the common stock you purchased by exercising an option we granted to you, we will repurchase the shares you hold that are subject to the rescission offer at the price per share you paid, plus interest at the current statutory rate per year, from the date of exercise through the date the rescission offer expires. If you accept our rescission offer with respect to unexercised options to purchase our common stock, regardless of whether these options are vested, we will repurchase these options at a price equal to 20% of the per share exercise price multiplied by the number of shares subject to the options, plus interest at the current statutory rate per year, from the date of grant through the date the rescission offer expires.

The legal rates of interest for the repurchase of shares and options in the Rescission States are as follows:


State	Interest Rate		State	Interest Rate
Arkansas	6	%	Nevada	6.25	%
California	7	%	New Hampshire	10	%
Colorado	8	%	New Jersey	4	%
Connecticut	6	%	New York*	7	%
District of Columbia	6	%	North Carolina	8	%
Georgia	6	%	Pennsylvania	6	%
Illinois	10	%	Texas	6	%
Maryland	10	%	Virginia	6	%
Massachusetts	6	%	Washington	8	%
Michigan	6	%

We believe that your acceptance of the rescission offer will preclude you from later seeking similar relief under general theories of estoppel, and we are unaware of any federal or state case law to the contrary. However, we urge you to consult with an attorney regarding all of your legal rights and remedies before deciding whether or not to accept the rescission offer.

Q: Can you give me an example of what I will receive if I accept the rescission offer?

A: Common Stock. We will repurchase outstanding shares of common stock subject to the rescission offer at the price per share you paid, plus interest at the current statutory rate per year, from the date of exercise through the date that the rescission offer expires. If you are a resident of California and hold 1,000 shares of our common stock that you purchased in September 2003 upon exercise of an option that is subject to the rescission offer at a per share price of $4.00 and you accept our rescission offer, you would receive:

•

The original purchase price = 1,000 X $4.00 = $4,000.

•

Plus simple interest at 7% per year = $280.

•

For a total of $4,280.

Options. We will repurchase outstanding, unexercised options subject to the rescission offer at a price equal to 20% of the per share exercise price multiplied by the number of shares subject to the options, plus interest at the current statutory rate per year, from the date of grant through the date the rescission offer expires. If you are a resident of California and hold an unexercised option to purchase 1,000 shares of our common stock at a per share exercise price of $4.00 that was granted in September 2003 and you accept our rescission offer, you would receive:

•

20% of the exercise price for the total option = 20% * (1,000 X $4.00) = $800.

•

Plus interest at 7% per year = $56.

•

For a total of $856.

In either case, you will not have any right, title or interest to the shares of common stock or options you are surrendering upon the closing of the rescission offer, and you will only be entitled to receive the proceeds from our repurchase of the common stock or options, as the case may be.

Q: Have any officers, directors or 5% stockholders advised Google whether they will participate in the rescission offer?

A: One of our officers, who holds 52,783 shares of common stock, all of which shares are subject to rescission and one of our 5% stockholders, who holds 1,046,834 shares of common stock, certain of which shares are subject to rescission, are eligible to participate in the rescission offer. We have been advised that neither of these persons intend to accept the rescission offer. None of our directors are eligible to participate in this offer. If our eligible officer and 5% stockholder do not participate in the rescission offer but all other eligible persons accept the rescission offer in full, our officers and directors would not materially increase their respective ownership interests in Google.

Q: If I do not accept the offer now, can I sell my shares?

A: There is currently no resale market for our options or common stock. If you do not accept the rescission offer, you can sell the shares of Class A common stock that were subject to the rescission offer without limitation as to the number or manner of sale; provided, however, that you will remain subject to any market standoff agreements, lockup arrangements, vesting restrictions, Google Insider Trading Policy requirements and any other transfer restrictions entered into with respect to your shares. You may only sell vested shares. To the extent you hold shares of our Class B common stock subject to the rescission offer and wish to sell them, you should notify us that you wish to convert such shares of Class B common stock into Class A common stock. Our Class B common stock is not and will not be publicly traded.

Q: What do I need to do now to accept or reject the rescission offer?

A: To accept or reject the rescission offer, you must complete and sign the accompanying election form and return it in the enclosed return envelope to our legal counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, to the attention of Ricardo E. Velez, Esq., 650 Page Mill Road, Palo Alto, CA 94304, as soon as practical but in no event later than September , 2004. If you are accepting the rescission offer, please also include in your return envelope the following:

•

Common Stock. With respect to any shares of common stock that you want us to repurchase, (i) a completed and signed election form (see Appendix A) and (ii) a stock power representing the shares you are surrendering for repurchase (see Appendix B).

•

Options. With respect to any options that you are surrendering for repurchase, a completed and signed election form (see Appendix A). Please indicate on your election form the grant date of the option that you are surrendering for repurchase and the number of shares underlying the option.

Q: Can I accept the rescission offer in part?

A: If you accept the rescission offer, then you must accept the rescission offer with respect to either an entire option grant or all of the shares of common stock issued under an option grant that has been exercised. You can accept the rescission offer in part to the extent you have received multiple option grants. For example, you can accept the rescission offer with respect to one option grant subject to the rescission offer by returning a completed signed election form with respect to that option grant (see Appendix A). In addition, you can accept the rescission offer with respect to the shares of common stock issued under one option grant subject to the rescission offer by indicating the grant date of the option underlying the shares on the election form and returning this form to us together with a stock power representing the shares you are tendering for repurchase.

Q: What happens if I do not return my rescission offer election form?

A: If you do not return your election form before the expiration date of our rescission offer, you will be deemed to have rejected our offer.

Q: What remedies or rights do I have now that I will not have after the rescission offer?

A: It is unclear whether or not you will have a right of rescission under federal securities laws after the rescission offer. The staff of the Securities and Exchange Commission is of the opinion that a person’s right of rescission created under the Securities Act of 1933 may survive the rescission offer. However, federal courts in the past have ruled that a person who rejects or fails to accept a rescission offer is precluded from later seeking similar relief. Generally, the federal statute of limitations for noncompliance with the requirement to register securities under the Securities Act of 1933 is one year.

The state remedies and statutes of limitations vary and depend upon the state in which you purchased the shares. The following is a summary of the statutes of limitations and the effect of the rescission offer for the states in which the shares covered by this rescission offer were sold. This summary is not complete. For a more detailed description of the various state rescission laws, see “Rescission Offer—Effect of Rescission Offer.”

Arkansas

Due in part to our noncompliance with Rule 701 of the Securities Act of 1933, no exemption from the registration requirements of Section 23-42-501 of the Arkansas Securities Act was available to us with respect to certain options and shares issued in Arkansas under our stock plans that are subject to the rescission offer. In addition, we did not register option grants and common stock issuances pursuant to these stock plans under the Arkansas Securities Act. Consequently, these options and shares may have been issued in violation of the Arkansas Securities Act. Generally, the Arkansas statute of limitations for securities laws violations is three years from the effective date of the contract of sale relating to the noncompliant securities issuance. Regardless, if the options or shares were issued to you in Arkansas, you will no longer have any right of rescission under Arkansas law after the expiration of our rescission offer.

California

In July 2003, pursuant to an application for qualification of securities pursuant to Section 25113 of the California Corporate Securities Law, the California Department of Corporations issued us a permit that qualified us to offer, sell and issue options and shares of our common stock pursuant to our 2003 Stock Plan (No. 2) and 2003 Stock Plan (No. 3). However, we did not register certain option grants and common stock issuances pursuant to our 1998 Stock Plan and 2003 Stock Plan under the California Corporate Securities Law, nor did we take the steps required to satisfy available exemptions with respect to certain of these options and shares. Consequently, certain options and shares issued pursuant to the 1998 Stock Plan and 2003 Stock Plan may have been issued in violation of the California Corporate Securities Act. Generally, the California statute of limitations for noncompliance with the requirement to register or qualify securities under the California Corporate Securities Law is the earlier of two years after the noncompliance occurred, or one year after discovery of the facts constituting such noncompliance. Regardless, if the shares or options were issued to you in California, you will no longer have any right of rescission under California law after the expiration of our rescission offer.

Colorado

noncompliant securities issuance. Regardless, if the shares or options were issued to you in Colorado, you will no longer have any right of rescission under Colorado law after the expiration of our rescission offer.

Connecticut

Due in part to our noncompliance with Rule 701 of the Securities Act of 1933, no exemption from the registration requirements of Section 36b-16 of the Connecticut Uniform Securities Act was available to us with respect to certain options and shares issued in Connecticut under our stock plans that are subject to the rescission offer. In addition, we did not register certain option grants and common stock issuances pursuant to these stock plans under the Connecticut Uniform Securities Act, nor did we take affirmative steps to ensure the availability to us of any exemption from registration provided in Section 36b-21 of the Connecticut Uniform Securities Act. Consequently, these options and shares may have been issued in violation of the Connecticut Uniform Securities Act. Generally, the Connecticut statute of limitations for securities laws violations is two years from the date of the contract of sale relating to the noncompliant securities issuance. Regardless, if the options or shares were issued to you in Connecticut, you will no longer have any right of rescission under Connecticut law after the expiration of our rescission offer.

District of Columbia

We did not register certain option grants and common stock issuances pursuant to our stock plans that are subject to the rescission offer under the District of Columbia Securities Act of 2000, nor did we take affirmative steps to ensure the availability to us of any exemption from registration provided in Section 401 of the District of Columbia Securities Act of 2000. Consequently, these options and shares may have been issued in violation of the District of Columbia Securities Act of 2000. Generally, the statute of limitations for District of Columbia securities laws violations is one year after the registration violation occurred. Regardless, if the options or shares were issued to you in the District of Columbia, you will no longer have any right of rescission under the law of the District of Columbia after the expiration of our rescission offer.

Georgia

Due in part to our noncompliance with Rule 701 of the Securities Act of 1933, no exemption from the registration requirements of Section 10-5-5 of the Georgia Securities Act of 1973 was available to us with respect to certain options and shares issued in Georgia under our stock plans that are subject to the rescission offer. In addition, we did not register certain option grants and common stock issuances pursuant to these stock plans under the Georgia Securities Act of 1973, nor did we take affirmative steps to ensure the availability to us of any exemption from registration provided in Sections 10-5-9 and 10-5-10 of the Georgia Securities Act of 1973. Consequently, these options and shares may have been issued in violation of the Georgia Securities Act of 1973. Generally, the statute of limitations for Georgia securities laws violations is two years from the date of the contract of sale relating to the noncompliant securities issuance. Regardless, if the shares or options were issued to you in Georgia, you will no longer have any right of rescission under Georgia law after the expiration of our rescission offer.

Illinois

We did not register certain option grants and common stock issuances pursuant to our stock plans that are subject to the rescission offer under the Illinois Securities Act of 1953, nor did we take affirmative steps to ensure the availability to us of any exemption from registration provided in Section 5/3.N of the Illinois Securities Act of 1953. Consequently, these options and shares may have been issued in violation of the Illinois Securities Act of 1953. Generally, the statute of limitations for Illinois securities laws violations is three years after the sale of the noncompliant securities. Regardless, if the options or shares were issued to you in Illinois, you will no longer have any right of rescission under Illinois law after our rescission offer.

Maryland

We did not take the necessary steps required to satisfy the requirements for reliance upon the exemption provided in Section 11-601(11) of the Maryland Securities Act with respect to

certain option grants and common stock issuances pursuant to our stock plans that are subject to the rescission offer. Consequently, these options and shares may have been issued in violation of the Maryland Securities Act. Generally, the Maryland statute of limitations for securities laws violations is one year after the issuance of noncompliant securities. However, if the shares or options were issued to you in Maryland, you will no longer have any right of rescission under Maryland law after our rescission offer.

Massachusetts

Due in part to our noncompliance with Rule 701 of the Securities Act of 1933, no exemption from the registration requirements of Section 301 of the Massachusetts Uniform Securities Act was available to us with respect to certain options and shares issued in Massachusetts under our stock plans that are subject to the rescission offer. In addition, we did not register certain option grants and common stock issuances pursuant to these stock plans under the Massachusetts Uniform Securities Act, nor did we take affirmative steps to ensure the availability of any exemption from registration provided in Section 402 of the Massachusetts Uniform Securities Act. Consequently, these options and shares may have been issued in violation of the Massachusetts Uniform Securities Act. Generally, the statute of limitations for Massachusetts securities laws violations is four years after the discovery by the person bringing the action of a violation of Massachusetts securities laws. Regardless, if the shares or options were issued to you in Massachusetts, you will no longer have any right of rescission under Massachusetts law after the expiration of our rescission offer.

Michigan

We did not register certain option grants and common stock issuances pursuant to our stock plans that are subject to the rescission offer under the registration requirements of Section 451.701 of the Michigan Uniform Securities Act, nor did we take affirmative steps to ensure the availability of any exemption from registration provided under the Michigan Uniform Securities Act. Consequently, these options and shares may have been issued in violation of the Michigan Uniform Securities Act. Generally, the statute of limitations for Michigan securities laws violations is two years after the sale of the noncompliant securities. Regardless, if the options or shares were issued to you in Michigan, you will no longer have any right of rescission under Michigan law after the expiration of our rescission offer.

Nevada

We did not register certain option grants and common stock issuances pursuant to our stock plans that are subject to the rescission offer under the registration requirements of Section 90.460 of the Nevada Uniform Securities Act, nor did we take affirmative steps to ensure the availability of any exemption from registration provided in Section 90.520 of the Nevada Uniform Securities Act. Consequently, these options and shares may have been issued in violation of the Nevada Uniform Securities Act. Generally, the statute of limitations for Nevada securities laws violations is the earliest of two years after the discovery of the violation, two years after when the discovery should have been reasonably discovered or five years after the act or omission that constituted the violation. Regardless, if the shares or options were issued to you in Nevada, you will no longer have any right of rescission under Nevada law after the expiration of our rescission offer.

New Hampshire

Due in part to our noncompliance with Rule 701 of the Securities Act of 1933, no exemption from the registration requirements of Section 421-B:11 of the New Hampshire Uniform Securities Act was available to us with respect to certain options and shares issued in New Hampshire under our stock plans that are subject to the rescission offer. In addition, we did not register certain option grants and common stock issuances pursuant to these stock plans under the New Hampshire Uniform Securities Act, nor did we take affirmative steps to ensure the availability of any exemption from registration provided in Section 421-B:17 of the New Hampshire Uniform Securities Act. Consequently, these options and shares may have been issued in violation of the New Hampshire Uniform Securities Act. Generally, the statute of limitations for New Hampshire securities laws violations is six years after the purchase of the noncompliant securities. Regardless, if the shares or options were issued to

you in New Hampshire, you will no longer have any right of rescission under New Hampshire law after the expiration of our rescission offer.

New Jersey

Due in part to our noncompliance with Rule 701 of the Securities Act of 1933, no exemption from the registration requirements of Section 49:3-60 of the New Jersey Uniform Securities Law was available to us with respect to certain options and shares issued in New Jersey under our stock plans that are subject to the rescission offer. In addition, we did not register certain option grants and common stock issuances pursuant to these stock plans under the New Jersey Uniform Securities Law, nor did we take affirmative steps to ensure the availability of any exemption from registration provided in Section 49:3-50 of the New Jersey Uniform Securities Law. Consequently, these options and shares may have been issued in violation of the New Jersey Uniform Securities Law. Generally, the statute of limitations for New Jersey securities laws violations is the later of two years after the purchase of the noncompliant securities or two years after the purchaser knew or should have known about the violation. Regardless, if the shares or options were issued to you in New Jersey, you will no longer have any right of rescission under New Jersey law after the expiration of our rescission offer.

New York

We were required to apply for an exemption from the broker-dealer registration and securities issuance requirements with the State of New York to issue the shares and/or options to you without registration or qualification. Because of our failure to apply for an exemption, you have three years to seek a remedy for our failure to register. If shares or options were issued to you in New York, you do not have a right of rescission under New York law. We believe the rescission offer will foreclose any other remedy you may have under New York law for our failure to apply for an exemption and we are not aware of any statutory rights of action you may have under New York law because of our failure to apply for an exemption.

North Carolina

We did not register certain option grants and common stock issuances pursuant to our stock plans that are subject to the rescission offer under the registration requirements of Section 78A:24 of the North Carolina Securities Act, nor did we take affirmative steps to ensure the availability of any exemption from registration provided in Sections 78A:16 and 78A:17 of the North Carolina Securities Act. Consequently, these options and shares may have been issued in violation of the North Carolina Securities Act. Generally, the statute of limitations for North Carolina securities laws violations is two years after the purchase of the noncompliant securities. Regardless, if the options or shares were issued to you in North Carolina, you will no longer have any right of rescission under North Carolina law after the expiration of our rescission offer.

Pennsylvania

We did not register certain option grants and common stock issuances pursuant to our stock plans that are subject to the rescission offer under the registration requirements of Section 201 of the Pennsylvania Securities Act, nor did we take affirmative steps to ensure the availability of any exemption from registration provided in Sections 202 and 203 of the Pennsylvania Securities Act. Consequently, these options and shares may have been issued in violation of the Pennsylvania Securities Act. Generally, the statute of limitations for Pennsylvania securities laws violations is the earliest of two years after the actual violation, one year after receiving actual knowledge of the violation or one year after the violation should have been reasonably discovered. Regardless, if the options or shares were issued to you in Pennsylvania, you will no longer have any right of rescission under Pennsylvania law after the expiration of our rescission offer.

Texas

Securities Act. Consequently, these options and shares may have been issued in violation of the Texas Securities Act. Generally, the statute of limitations for Texas securities laws violations is three years after the sale of the unregistered, noncompliant securities. Regardless, if the options or shares were issued to you in Texas, you will no longer have any right of rescission under Texas law after the expiration of our rescission offer.

Virginia

Due in part to our noncompliance with Rule 701 of the Securities Act of 1933, no exemption from the registration requirements of Section 13.1-507 of the Virginia Securities Act was available to us with respect to certain options and shares issued in Virginia under our stock plans that are subject to the rescission offer. In addition, we did not register certain option grants and common stock issuances pursuant to these stock plans under the Virginia Securities Act. Consequently, these options and shares may have been issued in violation of the Virginia Securities Act. Generally, the statute of limitations for Virginia securities laws violations is two years after the issuance of noncompliant securities. Regardless, if the options or shares were issued to you in Virginia, you will no longer have any right of rescission under Virginia law after the expiration of our rescission offer.

Washington

We did not register certain option grants and common stock issuances pursuant to our stock plans that are subject to the rescission offer under the registration requirements of Section 21.20.140 of the Securities Act of Washington, nor did we take affirmative steps to ensure the availability of any exemption from registration provided in Section 21.20.310 of the Securities Act of Washington. Consequently, these options and shares may have been issued in violation of the Securities Act of Washington. Generally, the statute of limitations for Washington securities laws violations is three years after the contract or sale of the unregistered, noncompliant securities. Regardless, if the options or shares were issued to you in Washington, you will no longer have any right of rescission under Washington law after the expiration of our rescission offer.

We believe that your acceptance of the rescission offer will preclude you from later seeking similar relief. Regardless of whether you accept the rescission offer, we believe that any remedies you may have after the rescission offer expires would not be greater than an amount you would receive in the rescission offer.

Q: How will the rescission offer be funded?

A: The rescission offer will be funded from our existing cash balances. If all persons eligible to participate in the rescission offer accept our offer to the full extent, our results of operations, cash balances or financial condition will not be affected materially.

Q: Can I change my mind after I have mailed my signed election form?

A: Yes. You can change your decision about accepting or rejecting our rescission offer at any time before the expiration date. You can do this by completing and submitting a new election form. Any new election forms must be received by us prior to the expiration date in order to be valid. We will not accept any election forms after the expiration date.

Q: Who can help answer my questions?

A: You can call Ricardo E. Velez, Esq. of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (650) 493-9300 with questions about the rescission offer.

Q: Where can I get more information about Google?

A: You can obtain more information about Google from the filings we make from time to time with the Securities and Exchange Commission. These filings are available on the Securities and Exchange Commission’s website at www.sec.gov.

SUMMARY

This summary highlights information contained elsewhere in this document and does not contain all of the information you should consider in deciding whether to accept or reject the rescission offer. You should read this summary together with the more detailed information, including our financial statements and the related notes, elsewhere in this document. You should carefully consider, among other things, the matters discussed in “Risk Factors.”

Google Inc.

Google is a global technology leader focused on improving the ways people connect with information. Our innovations in web search and advertising have made our web site a top Internet destination and our brand one of the most recognized in the world. We maintain the world’s largest online index of web sites and other content, and we make this information freely available to anyone with an Internet connection. Our automated search technology helps people obtain nearly instant access to relevant information from our vast online index.

We generate revenue by delivering relevant, cost-effective online advertising. Businesses use our AdWords program to promote their products and services with targeted advertising. In addition, the thousands of third-party web sites that comprise our Google Network use our Google AdSense program to deliver relevant ads that generate revenue and enhance the user experience. Advertisers in our AdWords program pay us a fee each time a user clicks on one of their ads displayed either on our web sites or on the web sites of Google Network members that participate in our AdSense program. When a user clicks on an ad displayed on a web site of a Google Network member, we retain only a small portion of the advertiser fee, while most of the fee is paid to the Google Network member.

Our mission is to organize the world’s information and make it universally accessible an

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