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Google Says Playboy Interview May Threaten IPO, Require Buyback

By Adrian Cox and Adam Steinhauer

Aug. 13 (Bloomberg) -- Google Inc., the world's most-used Internet search engine, said regulators may force it to buy back shares sold in its initial public offering because an interview in Playboy magazine may have violated U.S. securities law.

The Playboy interview with Google founders Sergey Brin, 30, and Larry Page, 31, to be published today, might be deemed by a court to have violated rules about what companies can disclose as they prepare for a share sale, Google said in a Securities and Exchange Commission filing. If so, the company may have to buy back the shares at the original price for as long as a year after the date of the violation.

``We do not believe that our involvement in the Playboy magazine article constitutes a violation,'' Google wrote in today's filing with the Securities and Exchange Commission. ``We would contest vigorously any claim that a violation of the Securities Act occurred.''

Google was scheduled to begin taking bids for the sale at 9 a.m., testing whether investors are willing to pay the $108 to $135 a share that the company has suggested. The IPO will be the biggest Web-company share sale, generating $3.47 billion if the shares sell at the high end of the price range Google suggested in a July 26 SEC filing.

Google said the interview took place in April, before the company filed its registration statement with the SEC. It corrected parts of the article, including the statement that the company has 1,000 employees when in fact it has 2,292.

Registration Closes

Individuals and institutions who registered by 5 p.m. New York time yesterday will be able to bid today, Mountain View, California-based Google said on its Web site. The company didn't say when bidding would end. The IPO share price will be announced next week, Google said.

The company is pushing ahead with the sale as the market for initial public offerings slows, with at least 10 canceled or delayed in the past six weeks. Fund managers including Walter Price of RCM Capital Management in San Francisco said demand from individual investors will be necessary for Google to sell shares above $108.

Google's second-quarter revenue rose 7.5 percent from the first quarter, slowing from its previous pace of 27 percent, the company said in a Wednesday filing with the SEC. That was partly because Internet traffic slows during summer, Google said.

The SEC has examined the interview and hasn't decided whether to take action, the Wall Street Journal reported, citing a person it didn't identify. Paula Dubberly, associate director of the SEC's corporate finance division, declined to comment. Playboy spokeswoman Theresa Hennessey declined to say whether the SEC had contacted the magazine, referring questions to Google.

To contact the reporter on this story: Adrian Cox in New York acox2@bloomberg.net

Last Updated: August 13, 2004 09:25 EDT