8-K

0001288776-15-000048.txt : 20151119 0001288776-15-000048.hdr.sgml : 20151119 20151119161516 ACCESSION NUMBER: 0001288776-15-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151119 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151119 DATE AS OF CHANGE: 20151119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOGLE INC. CENTRAL INDEX KEY: 0001288776 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770493581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36380 FILM NUMBER: 151243800 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650 253-0000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: Google Inc. DATE OF NAME CHANGE: 20040428 8-K 1 goog8k-111915.htm FORM 8-K 8-K

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)

November 19, 2015

____________________________________________________________



State or Other Jurisdiction of Incorporation	Exact Name of Registrant as specified in its Charter, Address of Principal Executive Offices, Zip Code and Telephone Number (Including Area Code)	Commission File Number	IRS Employer Identification No.
Delaware	Alphabet Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 (650) 253-0000	001-37580	61-1767919
Delaware	Google Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 (650) 253-0000	001-36380	77-0493581

	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 November 19, 2015, Google Inc. (Google), a wholly owned subsidiary of Alphabet Inc. (Alphabet), announced that it had entered into an agreement to acquire bebop Technologies, Inc. (bebop), a Delaware corporation developing an enterprise application platform. The transaction is subject to customary closing conditions and is expected to close in 2015.

One of our directors, Diane B. Greene, is the CEO, a board member, and a stockholder of bebop. Immediately following the close of the bebop transaction, Diane will become a Senior Vice President of Google and will resign from our Audit Committee. We expect that our board of directors will appoint L. John Doerr to replace Diane on our Audit Committee. Immediately upon his appointment to the Audit Committee, John intends to resign from our Leadership Development and Compensation Committee. Diane will continue to serve on our board as a non-independent director.

Our Nominating and Corporate Governance Committee regularly assesses the appropriate size and composition of our board of directors and its respective committees and is currently looking to add another independent director to our board.

Google issued a blog post announcing the acquisition, the full text of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated under this Item 8.01 by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.



Exhibit No.		Description
99.1		Google Blog Post

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	ALPHABET INC.
	GOOGLE INC.

Date: November 19, 2015	/s/ KENT WALKER
	Kent Walker Assistant Secretary of Alphabet Inc. Senior Vice President and General Counsel of Google Inc.

EX-99.1 2 googexhibit991-111915.htm EXHIBIT 99.1 Exhibit

Exhibit 99.1

Investing in our business for the future

Since the launch of our first product for businesses, the Google Search Appliance, in 2002, we've been building more and more products that help make businesses more productive. From Gmail to Docs to Chromebooks and Google Cloud Platform, we are now helping millions of businesses transform and support their businesses with our Cloud products. In fact, more than 60% of the Fortune 500 are actively using a paid Google for Work product. And all of Google's own businesses run on our cloud infrastructure. Including our own services, Google has significantly larger data center capacity than any other public cloud provider -- part of what makes it possible for customers to receive the best price and performance for compute and storage services.

All of this demonstrates great momentum, but it's really just the beginning. In fact, only a tiny fraction of the world's data is currently in the cloud - most businesses and applications aren't cloud-based yet. This is an important and fast-growing area for Google and we're investing for the future.

That's why we're so excited that Diane Greene will lead a new team combining all our cloud businesses, including Google for Work, Cloud Platform, and Google Apps. This new business will bring together product, engineering, marketing, and sales and allow us to operate in a much more integrated, coordinated fashion.

As a long-time industry veteran and co-founder and CEO of VMWare, Diane needs no introduction. Cloud computing is revolutionizing the way people live and work, and there is no better person to lead this important area. We're also lucky that Diane has agreed to remain on Google's Board of Directors (she has already served three years here) -- as she has a huge amount of operational experience that will continue to help the company.

I'm equally excited that Google has entered into an agreement to acquire a company founded by Diane: bebop is a new development platform that makes it easy to build and maintain enterprise applications. We think this will help many more businesses find great applications, and reap the benefits of cloud computing. bebop and its stellar team will help us provide integrated cloud products at every level: end-user platforms like Android and Chromebooks, infrastructure and services in Google Cloud Platform, developer frameworks for mobile and enterprise users, and end-user applications like Gmail and Docs. Both Diane and the bebop team will join Google upon close of the acquisition.

With these announcements, we're excited to take the next step in helping businesses take advantage of the cloud to work better, operate more securely, run more efficiently, and grow faster.

Sundar Pichai, CEO