Google Files for $2.7B IPO With SEC

WASHINGTON – Google Inc. (search), the world's No. 1 Web search provider, filed with the Securities and Exchange Commission (search) Thursday to become a publicly listed company in a widely expected initial public offering that's created the biggest high-tech buzz since the dot-com bubble burst four years ago.

Although Google's stock won't actually be sold for several more months, Thursday's filing represents a significant milestone in the 5-year-old company's evolution from a fun-loving startup to a corporate adolescent that will be held more accountable for how it manages its money.

Google, which hopes to raise $2.7 billion, said the price of its IPO will be determined through an auction designed to give the general public a better chance to buy its stock before the shares begin trading, most likely in late summer or early autumn. IPO shares traditionally have been restricted to an elite group picked by the investment bankers handling the deal.

Morgan Stanley (MWD) and Credit Suisse First Boston (search) were listed as lead underwriters for the offering, which experts have said could be valued at $20 billion, or more, once further details of the deal are set.

The company, which turned its first annual profit three years ago and has been increasingly profitable in each successive year, said its management structure will continue to be run as a triumvirate by founders Larry Page (search) and Sergey Brin (search) and Chief Executive Officer Eric Schmidt.

The documents gave the public its first peek at the privately held company's finances.

The Mountain View, Calif.-based company earned $105.6 million, or 41 cents per share, on revenue of $962 million last year. Google got off to a fast start this year, with a first-quarter profit of $64 million, or 24 cents per share, more than doubling its earnings of $25.8 million, or 10 cents per share, at the same time last year.

Google said in its filing that co-founder Page holds 38.6 million shares of the company's Class B stock, while co-founder Brin holds 38.5 million shares in the same class. Venture capital firms Kleiner Perkins Caufield & Byers and Sequoia Capital, which invested a total of $25 million, each hold 23.9 million Class B shares.

Chief Executive Eric Schmidt holds 14.8 million Class B shares, the company said.

Also in its filing, Google disclosed that it has expanded its board with heavy hitters: John Hennessy, president of Stanford University; Art Levinson, chief executive of biotech firm Genentech; and Paul Otellini, president and chief operating officer officer of chipmaker Intel Corp.

The company said in its SEC filing that it had created a voting structure that would give its founders "significant control" over the Internet search company's fate and make it more difficult to be acquired.

The so-called dual class voting structure, which gives extra voting power to one group of stockholders, is common in the media industry but is rare among technology companies, Google said.

"We understand some investors do not favor dual class structures," the company said. "We believe a dual class voting structure will enable us to retain many of the positive aspects of being private."

Google's Class A shares, which are the only shares being sold to the public, will have one vote per share. Meanwhile, investors owning Class B common stock will have 10 votes for each of those shares.

This concentrated control could discourage others from launching takeovers or initiating mergers that some Google shareholders may view as beneficial, the company said in its SEC filing.

In addition to the dual-class voting structure, Google put in place several anti-takeover defenses such as a requirement that any merger or consolidation must be approved at an annual or special meeting.

A shareholder controlling a majority of Google's capital stock would not be able to amend its bylaws or remove directors without holding a stockholders meeting.

The board also may issue preferred stock with voting or other rights that could deter a hostile takeover or delay changes in control or management of the company, according to the SEC filing.

Reuters and the Associated Press contributed to this report.