As filed with the Securities and Exchange Commission on February 2, 2017
Registration No. 333-207254
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
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 Number) |
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)
Click Holding Corp. 2005 Stock Incentive Plan
(Full Title of the Plan)
Larry Page
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:
Pamela L. Marcogliese, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 (212) 225-2000 | David C. Drummond, Esq. Kent Walker, 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☑ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller Reporting Company | ☐ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-207254) filed by Alphabet Inc. (the “Registrant”) with the U.S. Securities and Exchange Commission on October 2, 2015 (the “Registration Statement”) to register 300 shares of the Registrant’s Class A common stock, par value $0.001 per share (the “Class A common stock”), and 300 shares of the Registrant’s Class C capital stock (together with the Class A common stock, the “Shares”), to be issued pursuant to the Click Holding Corp. 2005 Stock Incentive Plan (the “Plan”). As of the date of this Post-Effective Amendment, the Plan has terminated, no awards remain outstanding under the Plan, and no additional Shares will be issued under the Plan.
In accordance with the Registrant’s undertaking in Part II, Item 9(a)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all of the Shares that remain unsold or otherwise unissued, if any, under the Plan and to terminate the effectiveness of the Registration Statement with respect to such Plan Shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this Post-Effective Amendment to 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 February 2, 2017.
ALPHABET INC. | ||
By: | /s/ Larry Page | |
Larry Page | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Larry Page Larry Page | Chief Executive Officer and Director(Principal Executive Officer) | February 2, 2017 | ||
* Ruth M. Porat | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | February 2, 2017 | ||
/s/ James G. Campbell James G. Campbell | Vice President, Corporate Controller, and Chief Accounting Officer (Principal Accounting Officer) | February 2, 2017 | ||
* Eric E. Schmidt | Executive Chairman of the Board of Directors | February 2, 2017 | ||
* Sergey Brin | President and Director | February 2, 2017 | ||
* L. John Doerr | Director | February 2, 2017 | ||
Roger W. Ferguson, Jr. | Director | February 2, 2017 | ||
* Diane B. Greene | Director | February 2, 2017 | ||
* John L. Hennessy | Director | February 2, 2017 | ||
* Ann Mather | Director | February 2, 2017 | ||
* Alan R. Mulally | Director | February 2, 2017 | ||
* Paul S. Otellini | Director | February 2, 2017 | ||
* K. Ram Shriram | Director | February 2, 2017 | ||
* Shirley M. Tilghman | Director | February 2, 2017 |
* By: | /s/ Larry Page Larry Page, Attorney-in-Fact | February 2, 2017 |