Normally if you wanted to get in at the IPO 99% of the public wouldn't be able to. In a standard IPO the underwriting company allocates so many shares to each of its brokers and the brokers sell those shares to their biggest customers. Google is running a dutch auction so you have a shot. Open an account at Credit Swiss First Boston or Morgan Stanley. Tell them you want to bid on Google and you want a 'bidder ID'. When it opens place your bid and number of shares you want. They take the highest bidder a move down the bidder list until all of the shares are gone.
Dante- You may purchase any IPO through any reputable discount broker such as AMERITRADE or E-TRADE the day of the offering.
Remember however, IPO's are extremely risky. Lots of fast ups and downs.
Google may or may not take off.
If you like GOOGLE longterm, I would suggest you wait to see where the stock settles in at after a week or so.
Maybe others will chime in that have much more knowledge on this stock than me.
Very easily Google could appreciate 50% in its first day and you may miss the boat by waiting.
I have learned to stay clear of IPO's recently for the most part.
In fact, I am completly out of the market again after my VERY modest gains the last 4 months.
Remember however, IPO's are extremely risky. Lots of fast ups and downs.
Google may or may not take off.
If you like GOOGLE longterm, I would suggest you wait to see where the stock settles in at after a week or so.
Maybe others will chime in that have much more knowledge on this stock than me.
Very easily Google could appreciate 50% in its first day and you may miss the boat by waiting.
I have learned to stay clear of IPO's recently for the most part.
In fact, I am completly out of the market again after my VERY modest gains the last 4 months.
Date-
I haven't read this but I'm guessing it is buried in here somewhere....From the WSJ
Feeling Lucky: Google IPO Aims to Change the Rules
--- Iconoclast Tries to Bypass Wall Street in Auction Of $2.7 Billion in Shares --- Continuing Threat: Microsoft ---- By Kevin J. Delaney and Robin Sidel
Google Inc. has transformed the Internet. Now it wants to turn Wall Street on its head.
The Internet-search pioneer yesterday filed for an initial public offering, proposing to sell an estimated $2.7 billion of shares through an auction method never used for such a large IPO.
The system is designed to put more shares into the hands of individual investors and eliminate the near-certain first-day gains for "hot" IPOs that became a central feature of recent investment scandals. The auction approach threatens to minimize the key role that investment bankers have played in deciding who gets highly coveted IPO shares.
The filing lifted a veil on a secretive company that has, in just six years, become a front door to the Web, a profitable advertising powerhouse, and an infectious force in popular culture whose name is now commonly used as a verb.
Founded by two Stanford University students now set to become billionaires in their early 30s, Google created an Internet search engine used today by more than 100 million people a month. Yesterday Google revealed just how adroitly it has parlayed that technology into a rare Internet moneymaker by selling ads tailored to a user's particular search.
The company has been profitable since 2001, generating net income of $106 million, on revenue of $962 million, last year. The vast majority of that revenue -- 96% in the first quarter -- comes from ads placed on Google's Web site and sites of its partners. Google has transformed investments of just $38 million into a cash hoard of $455 million as of March 31.
In an unusual 768-page filing that eschews legalese and refers to its executives by their first names, Google also spotlighted some of the huge challenges the company now faces. The straight talk underscored that as exciting as the financial world may find the IPO, an investment in Google will not be risk free. Microsoft Corp. and Yahoo! Inc. are using their vast resources to launch rival search engines. Google specifically warned that a rival such as Microsoft could design documents in its Word software "to prevent or interfere with our ability to access the document contents with our search technology." A Microsoft spokeswoman said the company was unaware of this issue.
The filing also revealed that Google's exclusive license on its core search- technology patent is set to expire in 2011. That patent belongs to Stanford, where founders Sergey Brin and Larry Page were graduate students in computer science.
Describing its unusual management structure, Google also said its bylaws provide that the two founders and Chief Executive Eric Schmidt together share direction of the company, and warned they "tend to operate the company collectively and to consult extensively with each other before significant decisions are made. This may slow the decision-making process."
And despite Google's declarations that it wants to bring a new populism to stock ownership, it is taking a step in the opposite direction. It is proposing to create two classes of shares, allowing the founders and managers to ensure continued control of the company. That arrangement is common among family- dominated firms, including Dow Jones & Co., publisher of The Wall Street Journal.
Bankers and analysts estimated that Google could be valued at $20 billion to $ 30 billion, which would make the six-year-old company more valuable than retailer Sears, Roebuck & Co. or publisher and broadcaster Tribune Co.
Yesterday's filing left many questions unanswered, including how many shares the company plans to issue, their estimated price, and even the exchange on which Google plans to list its shares.
Google's IPO, likely to take place within the next three months, would be the largest initial offering for an Internet company, easily surpassing the record $ 431 million set by BarnesandNoble.com Inc. in 1999. Still, based on estimates in the prospectus, it would only rank as the 15th-largest IPO in U.S. history, according to data compiled by Renaissance Capital of Greenwich, Conn. A successful Google IPO also would likely open the door to other tech firms, which have been largely shut out of new offerings since the Internet bubble burst in 2000.
In a seven-page "owners manual" for Google shareholders written by Mr. Page, who cited the influence of billionaire investor Warren Buffett's folksy annual reports, he promised to manage Google for the long term, and not quarterly results. Among its other high-minded promises: Google will make the world a better place and follow a mantra it uses internally -- "Don't be Evil."
The biggest surprise in the filing was Google's plan to distribute all of its shares through an unconventional auction method. Under the system outlined in the prospectus, which resembles a so-called Dutch auction, investors would register with the underwriting investment banks, indicating how many shares they want to buy and the price they are willing to pay. Those bids would determine a "clearing price," at which all the shares could be sold.
The process could create intense jostling among bidders as they try to figure out a price that will get them a piece of the deal. Because anyone bidding below the clearing price won't get any shares, there will be an incentive to bid high. Those who bid above the clearing price will be able to buy at that price.
Google did not commit to selling shares at the clearing price. Instead, the company and its bankers would take into account other factors, such as reducing the chances for big swings in the share price, in setting an offering price. The filing didn't specify whether the bids would be submitted online, or by some other method.
Other IPOs have used similar auctions in the past. But they have generally been smaller companies, such as Overstock.com Inc., which raised $39 million, and Peet's Coffee & Tea Inc., which raised $26 million.
Wall Street investment bankers have been leery of IPO auctions, saying they can create more volatility in share prices and could initially keep big institutional investors on the sidelines. They contend that professional investors would be more inclined to hold onto Google shares than individuals who might be tempted to flip them for a quick profit.
People familiar with the matter say that Goldman Sachs Group Inc. may have lost out on a chance to be lead underwriter in the deal when bankers at the firm expressed reservations about the auction process. Other banks also advised against pursuing the model. A Goldman spokeswoman declined to comment.
Google's filing warns that its share price may decline quickly after the offering, as successful bidders seek to unload some of their shares. It labels this unusual phenomenon the "winner's curse." The more typical pattern during the tech boom was for shares to skyrocket on the first day of trading from an artificially low IPO price.
Advocates of Dutch auctions have promoted them as a way of stamping out the abuses of the traditional IPO process, in which favored clients of big investment banks have often received allocations of hot offerings. Backers say auctions reduce share-price swings because pent-up investor demand is taken into account in setting the clearing price.
Google's strategy reflects "the bad taste that the Internet bust caused and all the allocation scandals," said Michael Holland, a veteran Wall Street money manager.
The most prominent proponent of IPO auctions has been W.R. Hambrecht & Co., a boutique San Francisco investment bank founded by longtime technology financier William Hambrecht. Google's filing didn't mention W.R. Hambrecht, but people familiar with the matter say the firm is likely to be named an additional underwriter in coming weeks. A Hambrecht spokeswoman declined to comment.
The proposed auction is the latest unconventional gambit by Google. Last year, it banned investment bankers from its headquarters and kept tight control over preparation for the IPO. The company kept much of Wall Street in the dark about its plans. Even yesterday, some of Google's financial advisers waited by the telephone to get details on the filing.
In their introductory letter to the prospectus, Messrs. Page and Brin launched other broadsides against the traditional ways of Wall Street. The pair said that Google will not provide investors with quarterly earnings guidance, as many companies do.
"We are not able to predict our business within a narrow range for each quarter," they wrote. "A management team distracted by a series of short-term targets is as pointless as a dieter stepping on a scale every half hour."
The letter opened a window into the brainy, idealistic culture of the startup, which has a celebrity chef in its cafeteria, twice-weekly roller-hockey games in the parking lot and lava lamps scattered about. One Google employee described the company's engineering-driven culture as "high school in reverse -- the nerds are in control."
The filing also painted a picture of a highly lucrative business. Google, which built its audience on popular Web-search results, profits not just by selling ads, but also by licensing its search technology to other companies.
Before taxes, Google reported operating profits of $346.7 million last year. It then paid an unusually large percentage of those profits in taxes because of the tax-and-accounting treatments of many of the stock options it has granted to employees and nonemployees.
Despite its size, Google continues to grow like the young company it is. Revenue more than doubled last year. Google said it generated $395 million in cash from operations last year and an additional $204 million in the first quarter of 2004.
The numbers are "stunning," says Mitchell Kertzman, a venture capitalist with Hummer Winblad Venture Partners in San Francisco. "The question is, how do you sustain that?"
(MORE)
Feeling Lucky: Google IPO Aims to Change the Rules -2-
But the filing also revealed that even as a private company, Google has had to grapple with the kind of issues facing long-established public companies. Google said that Ernst & Young, its outside auditor, found flaws in the company's internal controls in 2002. That prompted Google to automate additional financial processes and restrict employee access to some internal data.
Google's historically tight-lipped approach to details about its business means that some basic information in the filing will be news even to seasoned Google watchers. The company, which previously would say only that it had more than 1,000 employees, actually has 1,907, according to the filing. A Google spokeswoman declined to discuss any details of the planned IPO.
The pending offering appears destined to make Google's founders and early investors extremely rich. According to the filing, Messrs. Page and Brin each now own roughly 15% of the company. CEO Eric Schmidt holds a roughly 6% stake. If Google were valued at $25 billion, the founders' stakes would be worth roughly $4 billion each, and Mr. Schmidt's stake would be worth about $1.5 billion. In an unusual declaration, Messrs. Page and Brin said in the prospectus that they planned to sell a portion of their holdings as part of the public offering.
Other than the founders, Google's two biggest shareholders are prominent Silicon Valley venture-capital firms Kleiner Perkins Caufield & Byers and Sequoia Capital, which invested roughly $13 million each in 1999. Each firm now owns slightly more than 10% of the company, meaning their stakes could be valued at $2.5 billion apiece.
Google's founders conceded in the filing that they had debated staying private. Letting investors and employees sell some of their shares was a significant factor in their decision, they said. They added that a Securities and Exchange Commission deadline to disclose their company's financial information by yesterday, because of Google's size and large shareholder base, accelerated the decision to go public.
As reported, Credit Suisse First Boston, a unit of Credit Suisse Group, and Morgan Stanley were named as lead underwriters for the offering. The filing does not specify any other banks, but the company plans to name other participants in coming weeks, according to people familiar with the matter.
In Silicon Valley, Google's financial disclosures and its founders' social manifesto triggered a mixture of admiration and consternation. Mr. Kertzman, the venture capitalist, said the social message of Google's founders suggests that Messrs. Brin and Page may be "the 21st century manifestation of Bill [Hewlett] and Dave [Packard]," founders of the pioneering company that bears their names.
"Like H-P, they have dominating ownership by two founders with a strong social as well as business philosophy," he said. "That worked phenomenally well for H-P shareholders, employees and customers for 50 years."
He said some aspects of Google's IPO plans, including the auction method for allocating shares and the two classes of ownership, may reduce Google's market value, because they will offend some big investors. But "they've earned the right."
Steve Berkowitz, chief executive of Google rival Ask Jeeves Inc., expressed surprise at the letter by Google founders, in view of the possibility that some of the ambitious promises could invite closer scrutiny from regulators. But Mr. Berkowitz praised Google's financials, particularly since the company reported net rather than gross revenue, deducting money it pays to partners. "It shows the value of their partnerships," he said. "Their business is impressive."
Some corporate-governance experts questioned Google's plan to create two classes of stock, with the favored "B" shares held by insiders granted 10 times the voting power of the "A" shares to be sold to the public. Some of these experts said dual-class structures contributed to scandals at Adelphia Communications Corp., Hollinger International Inc. and other companies.
"I don't think there is any justification for it in the case of this company or any company," said Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. Mr. Elson said that the practice can lead to abuses by insiders and takes power away from other shareholders.
Google acknowledged the impact of that power, saying "Larry, Sergey and Eric will therefore have significant influence over management and affairs and over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets, for the foreseeable future."
In a move the company said was intended to strengthen its corporate governance, Google disclosed in the filing that it had recently added three high-powered directors to what is now a nine-member board. The new additions are John Hennessy, the president of Stanford; Art Levinson, the chief executive of biotech firm Genentech Inc.; and Paul Otellini, the president of microchip giant Intel Corp.
The SEC will now examine the Google filing and send comments to the company. Once the SEC feels the registration statement is complete, it will declare it effective, allowing the company to offer its shares to the public.
Google probably will update the filing several times before it launches an IPO. Some companies revise filings as many as five or six times. Most companies formally launch an IPO two or three months after filing the initial registration, particularly if market conditions are good, according to Paul Bard, a senior analyst at Renaissance Capital.
Concern about running afoul of the SEC has prompted Google to be extremely tight-lipped in recent months. That probably will continue. The filing launches Google into a "quiet" period in which it is barred from saying or doing anything that, according to SEC rules, "has the effect of conditioning the public mind or arousing public interest in the issuer or in its securities."
---
David Bank, Don Clark, Deborah Solomon and Pui-Wing Tam contributed to this article.
---
Question of the Day: Is Google's plan to auction shares of its IPO a good idea? Visit WSJ.com/Question to vote.
I haven't read this but I'm guessing it is buried in here somewhere....From the WSJ
Feeling Lucky: Google IPO Aims to Change the Rules
--- Iconoclast Tries to Bypass Wall Street in Auction Of $2.7 Billion in Shares --- Continuing Threat: Microsoft ---- By Kevin J. Delaney and Robin Sidel
Google Inc. has transformed the Internet. Now it wants to turn Wall Street on its head.
The Internet-search pioneer yesterday filed for an initial public offering, proposing to sell an estimated $2.7 billion of shares through an auction method never used for such a large IPO.
The system is designed to put more shares into the hands of individual investors and eliminate the near-certain first-day gains for "hot" IPOs that became a central feature of recent investment scandals. The auction approach threatens to minimize the key role that investment bankers have played in deciding who gets highly coveted IPO shares.
The filing lifted a veil on a secretive company that has, in just six years, become a front door to the Web, a profitable advertising powerhouse, and an infectious force in popular culture whose name is now commonly used as a verb.
Founded by two Stanford University students now set to become billionaires in their early 30s, Google created an Internet search engine used today by more than 100 million people a month. Yesterday Google revealed just how adroitly it has parlayed that technology into a rare Internet moneymaker by selling ads tailored to a user's particular search.
The company has been profitable since 2001, generating net income of $106 million, on revenue of $962 million, last year. The vast majority of that revenue -- 96% in the first quarter -- comes from ads placed on Google's Web site and sites of its partners. Google has transformed investments of just $38 million into a cash hoard of $455 million as of March 31.
In an unusual 768-page filing that eschews legalese and refers to its executives by their first names, Google also spotlighted some of the huge challenges the company now faces. The straight talk underscored that as exciting as the financial world may find the IPO, an investment in Google will not be risk free. Microsoft Corp. and Yahoo! Inc. are using their vast resources to launch rival search engines. Google specifically warned that a rival such as Microsoft could design documents in its Word software "to prevent or interfere with our ability to access the document contents with our search technology." A Microsoft spokeswoman said the company was unaware of this issue.
The filing also revealed that Google's exclusive license on its core search- technology patent is set to expire in 2011. That patent belongs to Stanford, where founders Sergey Brin and Larry Page were graduate students in computer science.
Describing its unusual management structure, Google also said its bylaws provide that the two founders and Chief Executive Eric Schmidt together share direction of the company, and warned they "tend to operate the company collectively and to consult extensively with each other before significant decisions are made. This may slow the decision-making process."
And despite Google's declarations that it wants to bring a new populism to stock ownership, it is taking a step in the opposite direction. It is proposing to create two classes of shares, allowing the founders and managers to ensure continued control of the company. That arrangement is common among family- dominated firms, including Dow Jones & Co., publisher of The Wall Street Journal.
Bankers and analysts estimated that Google could be valued at $20 billion to $ 30 billion, which would make the six-year-old company more valuable than retailer Sears, Roebuck & Co. or publisher and broadcaster Tribune Co.
Yesterday's filing left many questions unanswered, including how many shares the company plans to issue, their estimated price, and even the exchange on which Google plans to list its shares.
Google's IPO, likely to take place within the next three months, would be the largest initial offering for an Internet company, easily surpassing the record $ 431 million set by BarnesandNoble.com Inc. in 1999. Still, based on estimates in the prospectus, it would only rank as the 15th-largest IPO in U.S. history, according to data compiled by Renaissance Capital of Greenwich, Conn. A successful Google IPO also would likely open the door to other tech firms, which have been largely shut out of new offerings since the Internet bubble burst in 2000.
In a seven-page "owners manual" for Google shareholders written by Mr. Page, who cited the influence of billionaire investor Warren Buffett's folksy annual reports, he promised to manage Google for the long term, and not quarterly results. Among its other high-minded promises: Google will make the world a better place and follow a mantra it uses internally -- "Don't be Evil."
The biggest surprise in the filing was Google's plan to distribute all of its shares through an unconventional auction method. Under the system outlined in the prospectus, which resembles a so-called Dutch auction, investors would register with the underwriting investment banks, indicating how many shares they want to buy and the price they are willing to pay. Those bids would determine a "clearing price," at which all the shares could be sold.
The process could create intense jostling among bidders as they try to figure out a price that will get them a piece of the deal. Because anyone bidding below the clearing price won't get any shares, there will be an incentive to bid high. Those who bid above the clearing price will be able to buy at that price.
Google did not commit to selling shares at the clearing price. Instead, the company and its bankers would take into account other factors, such as reducing the chances for big swings in the share price, in setting an offering price. The filing didn't specify whether the bids would be submitted online, or by some other method.
Other IPOs have used similar auctions in the past. But they have generally been smaller companies, such as Overstock.com Inc., which raised $39 million, and Peet's Coffee & Tea Inc., which raised $26 million.
Wall Street investment bankers have been leery of IPO auctions, saying they can create more volatility in share prices and could initially keep big institutional investors on the sidelines. They contend that professional investors would be more inclined to hold onto Google shares than individuals who might be tempted to flip them for a quick profit.
People familiar with the matter say that Goldman Sachs Group Inc. may have lost out on a chance to be lead underwriter in the deal when bankers at the firm expressed reservations about the auction process. Other banks also advised against pursuing the model. A Goldman spokeswoman declined to comment.
Google's filing warns that its share price may decline quickly after the offering, as successful bidders seek to unload some of their shares. It labels this unusual phenomenon the "winner's curse." The more typical pattern during the tech boom was for shares to skyrocket on the first day of trading from an artificially low IPO price.
Advocates of Dutch auctions have promoted them as a way of stamping out the abuses of the traditional IPO process, in which favored clients of big investment banks have often received allocations of hot offerings. Backers say auctions reduce share-price swings because pent-up investor demand is taken into account in setting the clearing price.
Google's strategy reflects "the bad taste that the Internet bust caused and all the allocation scandals," said Michael Holland, a veteran Wall Street money manager.
The most prominent proponent of IPO auctions has been W.R. Hambrecht & Co., a boutique San Francisco investment bank founded by longtime technology financier William Hambrecht. Google's filing didn't mention W.R. Hambrecht, but people familiar with the matter say the firm is likely to be named an additional underwriter in coming weeks. A Hambrecht spokeswoman declined to comment.
The proposed auction is the latest unconventional gambit by Google. Last year, it banned investment bankers from its headquarters and kept tight control over preparation for the IPO. The company kept much of Wall Street in the dark about its plans. Even yesterday, some of Google's financial advisers waited by the telephone to get details on the filing.
In their introductory letter to the prospectus, Messrs. Page and Brin launched other broadsides against the traditional ways of Wall Street. The pair said that Google will not provide investors with quarterly earnings guidance, as many companies do.
"We are not able to predict our business within a narrow range for each quarter," they wrote. "A management team distracted by a series of short-term targets is as pointless as a dieter stepping on a scale every half hour."
The letter opened a window into the brainy, idealistic culture of the startup, which has a celebrity chef in its cafeteria, twice-weekly roller-hockey games in the parking lot and lava lamps scattered about. One Google employee described the company's engineering-driven culture as "high school in reverse -- the nerds are in control."
The filing also painted a picture of a highly lucrative business. Google, which built its audience on popular Web-search results, profits not just by selling ads, but also by licensing its search technology to other companies.
Before taxes, Google reported operating profits of $346.7 million last year. It then paid an unusually large percentage of those profits in taxes because of the tax-and-accounting treatments of many of the stock options it has granted to employees and nonemployees.
Despite its size, Google continues to grow like the young company it is. Revenue more than doubled last year. Google said it generated $395 million in cash from operations last year and an additional $204 million in the first quarter of 2004.
The numbers are "stunning," says Mitchell Kertzman, a venture capitalist with Hummer Winblad Venture Partners in San Francisco. "The question is, how do you sustain that?"
(MORE)
Feeling Lucky: Google IPO Aims to Change the Rules -2-
But the filing also revealed that even as a private company, Google has had to grapple with the kind of issues facing long-established public companies. Google said that Ernst & Young, its outside auditor, found flaws in the company's internal controls in 2002. That prompted Google to automate additional financial processes and restrict employee access to some internal data.
Google's historically tight-lipped approach to details about its business means that some basic information in the filing will be news even to seasoned Google watchers. The company, which previously would say only that it had more than 1,000 employees, actually has 1,907, according to the filing. A Google spokeswoman declined to discuss any details of the planned IPO.
The pending offering appears destined to make Google's founders and early investors extremely rich. According to the filing, Messrs. Page and Brin each now own roughly 15% of the company. CEO Eric Schmidt holds a roughly 6% stake. If Google were valued at $25 billion, the founders' stakes would be worth roughly $4 billion each, and Mr. Schmidt's stake would be worth about $1.5 billion. In an unusual declaration, Messrs. Page and Brin said in the prospectus that they planned to sell a portion of their holdings as part of the public offering.
Other than the founders, Google's two biggest shareholders are prominent Silicon Valley venture-capital firms Kleiner Perkins Caufield & Byers and Sequoia Capital, which invested roughly $13 million each in 1999. Each firm now owns slightly more than 10% of the company, meaning their stakes could be valued at $2.5 billion apiece.
Google's founders conceded in the filing that they had debated staying private. Letting investors and employees sell some of their shares was a significant factor in their decision, they said. They added that a Securities and Exchange Commission deadline to disclose their company's financial information by yesterday, because of Google's size and large shareholder base, accelerated the decision to go public.
As reported, Credit Suisse First Boston, a unit of Credit Suisse Group, and Morgan Stanley were named as lead underwriters for the offering. The filing does not specify any other banks, but the company plans to name other participants in coming weeks, according to people familiar with the matter.
In Silicon Valley, Google's financial disclosures and its founders' social manifesto triggered a mixture of admiration and consternation. Mr. Kertzman, the venture capitalist, said the social message of Google's founders suggests that Messrs. Brin and Page may be "the 21st century manifestation of Bill [Hewlett] and Dave [Packard]," founders of the pioneering company that bears their names.
"Like H-P, they have dominating ownership by two founders with a strong social as well as business philosophy," he said. "That worked phenomenally well for H-P shareholders, employees and customers for 50 years."
He said some aspects of Google's IPO plans, including the auction method for allocating shares and the two classes of ownership, may reduce Google's market value, because they will offend some big investors. But "they've earned the right."
Steve Berkowitz, chief executive of Google rival Ask Jeeves Inc., expressed surprise at the letter by Google founders, in view of the possibility that some of the ambitious promises could invite closer scrutiny from regulators. But Mr. Berkowitz praised Google's financials, particularly since the company reported net rather than gross revenue, deducting money it pays to partners. "It shows the value of their partnerships," he said. "Their business is impressive."
Some corporate-governance experts questioned Google's plan to create two classes of stock, with the favored "B" shares held by insiders granted 10 times the voting power of the "A" shares to be sold to the public. Some of these experts said dual-class structures contributed to scandals at Adelphia Communications Corp., Hollinger International Inc. and other companies.
"I don't think there is any justification for it in the case of this company or any company," said Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. Mr. Elson said that the practice can lead to abuses by insiders and takes power away from other shareholders.
Google acknowledged the impact of that power, saying "Larry, Sergey and Eric will therefore have significant influence over management and affairs and over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets, for the foreseeable future."
In a move the company said was intended to strengthen its corporate governance, Google disclosed in the filing that it had recently added three high-powered directors to what is now a nine-member board. The new additions are John Hennessy, the president of Stanford; Art Levinson, the chief executive of biotech firm Genentech Inc.; and Paul Otellini, the president of microchip giant Intel Corp.
The SEC will now examine the Google filing and send comments to the company. Once the SEC feels the registration statement is complete, it will declare it effective, allowing the company to offer its shares to the public.
Google probably will update the filing several times before it launches an IPO. Some companies revise filings as many as five or six times. Most companies formally launch an IPO two or three months after filing the initial registration, particularly if market conditions are good, according to Paul Bard, a senior analyst at Renaissance Capital.
Concern about running afoul of the SEC has prompted Google to be extremely tight-lipped in recent months. That probably will continue. The filing launches Google into a "quiet" period in which it is barred from saying or doing anything that, according to SEC rules, "has the effect of conditioning the public mind or arousing public interest in the issuer or in its securities."
---
David Bank, Don Clark, Deborah Solomon and Pui-Wing Tam contributed to this article.
---
Question of the Day: Is Google's plan to auction shares of its IPO a good idea? Visit WSJ.com/Question to vote.
If you read the Financial News forum here at the Rx you'd have had your answer yesterday sir.
All gay porn and no financial news makes Dante a dull boy with a bad case of carpal tunnel syndrome.
Phaedrus
All gay porn and no financial news makes Dante a dull boy with a bad case of carpal tunnel syndrome.
Phaedrus
Here is the simple look at it:
Posted on Fri, Apr. 30, 2004
How you can bid online for Google shares
By Matt Marshall
Mercury News
Google's innovative initial public offering treats you -- the regular investor -- as king.
Gone are the special favors to wealthy investors. Big institutions won't have their usual first dibs either.
That's because Google is opting for a so-called Dutch auction -- a model that has been used, at most, a dozen or so times by mostly small companies over the past few years.
Google will sell at least $2.7 billion of its stock -- and probably much more -- to the public by having investors bid for shares online. Here's how it works.
Q When does the auction begin?
A Nobody knows, but probably next month. Don't panic. Google will have to file a revised registration before we get more details. We'll let you know when they do.
Q What's the first step?
A Google will offer a Web site for investors to visit to get a ``unique bidder ID.'' You will have to meet certain requirements specified by the bankers running the auction, Morgan Stanley and Credit Suisse First Boston. We don't know what the requirements are yet, but we can make a good guess. The auction process was pioneered by San Francisco bank WR Hambrecht, which requires investors to deposit at least $2,000 to open an account. They must then deposit enough additional money to cover the bids they make (see below).
Q After I get the ID, how do I bid?
A You type in how many shares you want, and how much you're willing to pay for them. Larry Page and Sergey Brin, the two Google founders, will provide updates on the price ranges they expect. If you offer too much for each share, it will be considered speculative, and rejected.
Q What if I change my mind when I hear the updates?
A Easy. Google wants to give investors plenty of time to rethink their bids, so you can withdraw and rebid. That's because Google will be testing the demand for its shares the entire time, and use that information to decide how many shares to sell and what approximate price range to request. The important thing is to stay informed. For more homework, check Google's filing on our Web site, at www.mercurynews.com.
Q How long do I have to bid?
A We don't know yet, but probably the bidding will be open for several weeks while the Securities and Exchange Commission reviews Google's filings. But you'll need your ID before bidding starts, so don't dally in signing up. At that point, Google has from two hours to 15 business days to decide when to close the auction.
Q Then what?
A Google determines the final price of the shares. It has a lot of discretion in setting the price and other terms.
Here's an example. Let's say Google wants to raise up to $6 billion by offering 100 million shares at a projected price range of $40 to $60 a share.
You bid for 100 shares at $60 a share. Overall, investors put in bids for 111 million shares at $60 a share and higher.
Under the rules, everyone ends up paying the lowest price that would sell all the shares, in this case, $60.
But since there were bids for more than the 100 million shares available, each winning bidder won't get all the shares they want.
Google outlined two solutions for this problem. One possibility would be that winning bidders get 90 percent of the number of shares they bid (100 million divided by 111 million = .90). That means you get 90 shares at $60. Even if you'd bid $70, you'd still get the 90 shares at $60.
Or Google could simply set an upper limit to the number of shares each investor can get.
Posted on Fri, Apr. 30, 2004
How you can bid online for Google shares
By Matt Marshall
Mercury News
Google's innovative initial public offering treats you -- the regular investor -- as king.
Gone are the special favors to wealthy investors. Big institutions won't have their usual first dibs either.
That's because Google is opting for a so-called Dutch auction -- a model that has been used, at most, a dozen or so times by mostly small companies over the past few years.
Google will sell at least $2.7 billion of its stock -- and probably much more -- to the public by having investors bid for shares online. Here's how it works.
Q When does the auction begin?
A Nobody knows, but probably next month. Don't panic. Google will have to file a revised registration before we get more details. We'll let you know when they do.
Q What's the first step?
A Google will offer a Web site for investors to visit to get a ``unique bidder ID.'' You will have to meet certain requirements specified by the bankers running the auction, Morgan Stanley and Credit Suisse First Boston. We don't know what the requirements are yet, but we can make a good guess. The auction process was pioneered by San Francisco bank WR Hambrecht, which requires investors to deposit at least $2,000 to open an account. They must then deposit enough additional money to cover the bids they make (see below).
Q After I get the ID, how do I bid?
A You type in how many shares you want, and how much you're willing to pay for them. Larry Page and Sergey Brin, the two Google founders, will provide updates on the price ranges they expect. If you offer too much for each share, it will be considered speculative, and rejected.
Q What if I change my mind when I hear the updates?
A Easy. Google wants to give investors plenty of time to rethink their bids, so you can withdraw and rebid. That's because Google will be testing the demand for its shares the entire time, and use that information to decide how many shares to sell and what approximate price range to request. The important thing is to stay informed. For more homework, check Google's filing on our Web site, at www.mercurynews.com.
Q How long do I have to bid?
A We don't know yet, but probably the bidding will be open for several weeks while the Securities and Exchange Commission reviews Google's filings. But you'll need your ID before bidding starts, so don't dally in signing up. At that point, Google has from two hours to 15 business days to decide when to close the auction.
Q Then what?
A Google determines the final price of the shares. It has a lot of discretion in setting the price and other terms.
Here's an example. Let's say Google wants to raise up to $6 billion by offering 100 million shares at a projected price range of $40 to $60 a share.
You bid for 100 shares at $60 a share. Overall, investors put in bids for 111 million shares at $60 a share and higher.
Under the rules, everyone ends up paying the lowest price that would sell all the shares, in this case, $60.
But since there were bids for more than the 100 million shares available, each winning bidder won't get all the shares they want.
Google outlined two solutions for this problem. One possibility would be that winning bidders get 90 percent of the number of shares they bid (100 million divided by 111 million = .90). That means you get 90 shares at $60. Even if you'd bid $70, you'd still get the 90 shares at $60.
Or Google could simply set an upper limit to the number of shares each investor can get.
<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR>Originally posted by Phaedrus:
If you read the http://therxforum.com/6/ubb.x?a=tpc&s=100090022&f=9053050793&m=703101831 forum here at the Rx you'd have had your answer yesterday sir.
All gay porn and no financial news makes Dante a dull boy with a bad case of carpal tunnel syndrome.
Phaedrus<HR></BLOCKQUOTE>
oh thank you oh great Phaedrus for edgumatcating me on that point
If you read the http://therxforum.com/6/ubb.x?a=tpc&s=100090022&f=9053050793&m=703101831 forum here at the Rx you'd have had your answer yesterday sir.
All gay porn and no financial news makes Dante a dull boy with a bad case of carpal tunnel syndrome.
Phaedrus<HR></BLOCKQUOTE>
oh thank you oh great Phaedrus for edgumatcating me on that point
<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR>Originally posted by The General:
<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR> All gay porn and no financial news makes Dante a dull boy with a bad case of carpal tunnel syndrome.
<HR></BLOCKQUOTE>
<HR></BLOCKQUOTE>
WEll it was just a matter of time before "MR PORN" entered this thread
<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR> All gay porn and no financial news makes Dante a dull boy with a bad case of carpal tunnel syndrome.
<HR></BLOCKQUOTE>
WEll it was just a matter of time before "MR PORN" entered this thread
