Wednesday, Aug. 18, 2004 | 9:01 a.m.
SAN JOSE, Calif. -- In a sign that Google Inc.'s initial public offering will not be as hot or big as expected, the Internet search giant slashed its estimated per-share price range and reduced the number of shares to be sold by insiders.
The world's most popular search engine said today it now expects its stock to trade between $85 and $95 per share, down from its old forecast of between $108 and $135. It also said the total number of shares to be sold will be cut to 19.6 million, down from 25.7 million.
In an amended prospectus filed today, Google said the Securities and Exchange Commission "has requested additional information concerning the publication" of an interview of Google founders Sergey Brin and Larry Page that appeared in September's issue of Playboy magazine. That was a potential violation of the SEC's rules against talking publicly before an initial public stock offering about information that is not included in the prospectus.
The developments came less than a day after the SEC did not grant Google's request for final approval of its registration -- a normally routine process that's required before stock is sold. SEC spokesman John Heine declined to state the reason for the delay. Google spokeswoman Cindy McCaffrey declined to comment.
It was not clear whether Google's price estimate downgrade was related to the SEC delay, though Google's statement said it and its underwriters have again requested that its registration document be made effective -- now at 4 p.m. EDT today.
Then, the unusual auction Google is using to determine the actual IPO price will close. The auction has been open since Friday; investors could be able to trade Google shares on the Nasdaq Stock Market as early as Thursday.
The surprise announcement -- first disclosed in an e-mail sent to potential investors -- dramatically changes the size of the offering. Instead of raising up to $3.6 billion, it will generate $1.86 billion if the final stock price is set at $95. And Google's market capitalization at $95 a share will be less than $26 billion, down from the original high-end estimate of $36 billion.
Some observers have questioned whether Google's triple-digit price estimate was realistic, given the rocky stock market conditions in recent weeks. Several companies, in fact, have delayed or abandoned plans to go public.
Thomas Hechtfisher, a lawyer with the Germany's DSW private investor association, said that the move "confirms the tendency of previous offerings, that the investors won't jump at everything."
But Google, until today, surprised many by bucking the market trends. In fact, it's repeatedly been a source of surprises since it annnounced its public stock offering in April.
It eschewed Wall Street tradition and decided that the final IPO price would be set by an auction. Its founders wrote an idealistic letter in its prospectus, outlining the company's "Don't Be Evil" mantra and plan to avoid the trappings of traditional companies.
Google also has been embroiled in controversies. It revealed that millions of its pre-IPO shares and options were issued to employees and contractors without being registered, prompting an SEC inquiry.
However, Page, Brin, employees and other early investors stand to profit handsomely in the IPO -- even with a lower anticipated range.
In earlier filings, the company said the co-founders will each sell about 1 million of their shares, which would have generated $117 million for each based on the midpoint of the old range.
Now, according to today's filing, the two will each offer about 480,000 shares, which will be worth $43.2 million based on a final IPO price of $90, the midpoint of the new range. They each will hold enough other shares to make them billionaires, at least on paper, if the IPO is successful.
According to Google's e-mail, pre-IPO shareholders expect to sell 5.5 million shares, less than half the 11.6 million originally planned. The company itself will sell 14.1 million shares, which is unchanged from previous filings.
archive
