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SEC Green Lights Google IPO

By Ann M. Mack
Publication: Adweek
Date: Wednesday, August 18 2004
NEW YORK The Securities and Exchange Commission this afternoon gave Google the green light to proceed with its initial public offering, according to a statement on the search company's IPO Web site. With the SEC's approval of its registration, Google can set its share price and begin trading its

stock on the Nasdaq under the symbol "GOOG" as soon as tomorrow.

Earlier in the day, Google filed an amended prospectus with the SEC, saying that it cut its estimated IPO price by more than a quarter to $85-95 per share. As a result, the company's stockholders reduced the shares they planned to sell by nearly a half to 5.5 million.

As originally planned, Google expects to sell 14.1 million shares, which combined with the stockholders' offering will yield a total offering of 19.6 million shares.

Under the updated price range and share amount, the auction-style IPO could raise $1.7-1.9 billion, down from the $2.7-3.3 billion Google and its shareholders were initially hoping to fetch from selling 24.6 million shares at $108-135 per share.

The revisions come soon after the SEC initiated an informal inquiry into the Mountain View, Calif.-based company's issuance of 23.2 million shares of common stock and 5.6 million shares of unexercised options over a three-year period. The act may have violated federal or state securities laws, and is also being looked at by certain state regulators. Google has offered to buy back the shares and options.

The SEC has also requested additional information concerning the search company's involvement in a Playboy story. Google's participation in the article, which hit newsstands last week, could have violated the Securities Act of 1933, namely quiet-period rules that restrict what a company can say leading up to an IPO. Google said that it does not believe the interview violated the act.

The SEC did not approve Google's registration statement for its IPO yesterday, so the company again requested that the agency declare it effective today at 4 p.m., EST, which it did.

This story updates an earlier report.

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