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GOOG > SEC Filings for GOOG > Form 8-K on 20-Dec-2012All Recent SEC Filings

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Form 8-K for GOOGLE INC.


20-Dec-2012

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01. Regulation FD Disclosure

On December 19, 2012, Google Inc. and Arris Group, Inc. issued a joint press release announcing that Motorola Mobility LLC had entered into an agreement with Arris Group, Inc. and certain other persons providing for the disposition of the Home business for total consideration of approximately $2.35 billion, including up to $300 million of the common stock of the surviving corporation in the transaction, both subject to certain adjustments provided for in the agreement. If the entire $300 million of the common stock of the surviving corporation is issued, it would represent an equity interest of approximately 15.7%. The transaction is expected to close in 2013.

The joint press release is furnished as Exhibit 99.1 to this Form 8-K.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements about our plans for our Motorola Home business. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to the ability of the parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals at all or in a timely manner. Other risks and uncertainties that can affect actual results are included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2011 and our most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, which are on file with the SEC and are available on our investor relations website at investor.google.com and on the SEC website at www.sec.gov. All information provided in this Current Report on Form 8-K is as of December 20, 2012, and we undertake no duty to update this information unless required by law.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Joint press release dated December 19, 2012


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