S-8 1 d525984ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on July 25, 2023

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Alphabet Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   61-1767919
(State of Incorporation)  

(I.R.S. Employer

Identification No.)

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)

Alphabet Inc. Amended and Restated 2021 Stock Plan

(Full Title of the Plan)

Sundar Pichai

Chief Executive Officer

Alphabet 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:

 

Jeffrey D. Karpf, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

  

Kent Walker, Esq.

Kathryn W. Hall, Esq.

Alphabet 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
Emerging growth company   ☐     

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

EXPLANATORY NOTE

This Registration Statement is being filed by Alphabet Inc., a Delaware corporation (the “Registrant”), to register 170,000,000 additional shares of its Class C capital stock, par value $0.001 per share (the “Class C Capital Stock”) issuable to eligible employees, consultants, contractors, and directors of the Registrant and its affiliates under the Registrant’s Amended and Restated 2021 Stock Plan (the “Plan”). On June  3, 2021, the Registrant filed with the U.S. Securities and Exchange Commission (the “SEC”): (i) Post-Effective Amendment to Form S-8 Registration Statement (File No.  333-256731); (ii) Form S-8 Registration Statement (File No. 333-256731); and on July 27, 2022, the Registrant filed with the SEC Form S-8 Registration Statement (File No. 333-266339) (collectively, the “Prior Registration Statements”) relating to shares of Class C capital stock issuable to eligible employees, consultants, contractors, and directors of the Registrant under the Plan. The Prior Registration Statements are currently effective. The Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements relating to the Plan, including periodic reports that the Registrant filed after the Prior Registration Statements to maintain current information about the Registrant, are incorporated herein by reference and made part of the Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below and/or the specific exhibits attached hereto.

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

Exhibit
Number		   

Exhibit Description

  3.1‡    Amended and Restated Certificate of Incorporation of Alphabet Inc., dated June 3, 2022 (incorporated by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K (File No. 001-37580) filed with the SEC on June 3, 2022)
  3.2‡    Amended and Restated Bylaws of Alphabet Inc. dated October 19, 2022 (incorporated by reference to Exhibit 3.02 to the Registrant’s Current Report on Form 8-K (File No. 001-37580) filed with the SEC on October 25, 2022)
  4.1‡    Alphabet Inc. Amended and Restated 2021 Stock Plan (incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K (File No. 001-37580) filed with the SEC on June 8, 2023)
  4.2‡    Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.03 to the Registrant’s Quarterly Report on Form 10-Q (file No. 001-37580) filed with the SEC on July 25, 2023)
  4.3‡    Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet 2023 Non-CEO Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.02) to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37580) filed with the SEC on July 25, 2023)
  4.4‡    Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet 2022 CEO Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.08.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-37580) filed with the SEC on February 3, 2023)

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 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 July 25th, 2023.

 

ALPHABET INC.
By:  

/S/ SUNDAR PICHAI

  Sundar Pichai
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Sundar Pichai, Ruth M. Porat, Kent Walker, and Kathryn W. Hall, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing), to sign any and all amendments (including post-effective amendments thereto) to the Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting to such attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the Registration Statement has been signed by the following persons in the capacities and on the date indicated:

 

Signature   Title   Date

/S/ SUNDAR PICHAI

   Chief Executive Officer and Director   July 25, 2023
Sundar Pichai   (Principal Executive Officer)  

/S/ RUTH M. PORAT

   Senior Vice President and Chief Financial Officer   July 25, 2023
Ruth M. Porat   (Principal Financial Officer)  

/S/ AMIE THUENER O’TOOLE

   Vice President, Corporate Controller and   July 25, 2023
Amie Thuener O’Toole   Principal Accounting Officer  
  (Principal Accounting Officer)  

/S/ LARRY PAGE

   Co-Founder and Director   July 25, 2023
Larry Page    

/S/ SERGEY BRIN

   Co-Founder and Director   July 25, 2023
Sergey Brin    

/S/ FRANCES H. ARNOLD

   Director   July 25, 2023
Frances H. Arnold    

/S/ R. MARTIN CHAVEZ

   Director   July 25, 2023
R. Martin Chávez    

/S/ L. JOHN DOERR

   Director   July 25, 2023
L. John Doerr    

/S/ ROGER W. FERGUSON JR.

   Director   July 25, 2023
Roger W. Ferguson Jr.    

/S/ JOHN L. HENNESSY

   Chair of the Board and Director   July 25, 2023
John L. Hennessy    

/S/ ANN MATHER

   Director   July 25, 2023
Ann Mather    

/S/ K. RAM SHRIRAM

   Director   July 25, 2023
K. Ram Shriram    

/S/ ROBIN L. WASHINGTON

   Director   July 25, 2023
Robin L. Washington