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Tactics of 'Google Guys' Test IPO Law's Limits

Interview's Timing Raises Questions

By David A. Vise
Washington Post Staff Writer
Tuesday, August 17, 2004; Page E05

The "Google Guys, America's Newest Billionaires" -- as company founders Sergey Brin, 30, and Larry Page, 31, are described in the new issue of Playboy magazine -- may be engineers by training, but they are proving to be skilled at marketing too.

Having built one of the world's best-known Internet search engines through free publicity and word of mouth, they have generated global attention for their ongoing $3 billion electronic auction of stock by granting an exclusive interview with Playboy.

_____Google In The News_____
Google Offering Waits for Approval (The Washington Post, Aug 18, 2004)
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Because of, Or Despite, News, Bids Placed in IPO (The Washington Post, Aug 14, 2004)
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Publication of their remarks came as investors began bidding in the company's initial public offering last Friday. Whether the timing was coincidental or intentional, the company is not saying. The founders sat down for the interview in April, one week before Google Inc. filed papers with the Securities and Exchange Commission that outlined plans to go public.

The story ended up pushing the legal limits of securities laws just far enough to heighten interest in the fate of the deal without derailing it. The SEC forced the company to correct inaccuracies in the article, but it did not call a halt to the IPO process. The agency's involvement drew even more media attention to the article, especially after it required Google to post a copy in its public filings.

"They're either incredibly adept at making use of the media or incredibly lucky it is going in their favor," said Andy Beal, vice president of marketing at Keywordranking.com, an online marketing firm based in Morrisville, N.C.

Google may ultimately be sanctioned by the SEC for violating prohibitions on making statements that hype a stock before an IPO. But its move comes as SEC officials are reviewing the rules on quiet periods. The commission is studying whether to allow companies to share more written information beyond the prospectus, said Alan L. Beller, director of the agency's Corporation Finance Division, in a speech last month.

Such changes had been contemplated in the past but had been pushed aside as the SEC pursued other priorities. The proposal is in its preliminary stages, agency officials said.

"There is every reason to look at quiet periods and other restrictions under the 1933 act and see if we can make them less costly and more effective," SEC Commissioner Harvey J. Goldschmid said in an interview yesterday.

The interview of the "Google Guys" was published on hundreds of Web sites and widely summarized in the major media, thrusting the Google brand name over and over onto the screens of millions of computer users and television watchers around the world as the IPO unfolds.

So just what do the Google Guys have to say about their vision for the company after going public? Well, for starters, they still intend to practice their guiding "Don't Be Evil" mantra, their attempt to put a moral stamp on a multibillion-dollar, cash-generating Internet search engine. To Brin and Page, that means accepting ads for wine, but not for hard liquor. It also means rejecting gun ads.

"It is not enough not to be evil. We also actively try to be good," Brin told Playboy. "We don't put our sense of ethics into the search results, but we do when it comes to advertising -- a couple hundred nonprofits -- ranging from the environment to health to education to preventing various kinds of abuse by governments -- receive free advertising on Google."

In the interview, Brin and Page make it clear they have eschewed the comforts of the nouveau riche in favor of California cool. They both drive Priuses, Toyota's hybrid gas and electric car, and both rent apartments rather than building the dream homes they could easily afford. If all goes well in the IPO, Playboy wrote, Brin and Page will each have paper wealth of about $4 billion while presiding over a company with a stock market value of around $30 billion.

How do they think the magic of Wall Street wealth creation will affect their laid-back company culture, with its volleyball, free massages, roller hockey games, free food and juice, and emphasis on giving engineers time to daydream?

"We think a lot about how to maintain our culture and the fun elements," Page said. "We spent a lot of time getting our offices right. We think it's important to have a high density of people. People are packed together everywhere. We all share offices. We like this set of buildings because it's more like a densely packed university campus than a typical suburban office park."

The two founders said in the interview that they have no special plans for how they will spend the billions likely to be raised in the IPO, which the company said in a statement it expects to begin trading under the ticker symbol "GOOG" this week. Also, they are adamant that they have never considered selling the company and intend to remain in charge even after going public. Brin and Page will retain control through a special class of stock that has 10 times the voting rights of the shares being sold to public investors.

"We think we're an important company, and we're dedicated to doing this over the long term," Page said. "We like being independent."

Staff writer Carrie Johnson contributed to this story.

© 2004 The Washington Post Company