The search giant, which expects to price its IPO next week and which could begin trading on the open market shortly thereafter, may encounter a delay should the SEC want a "cooling off" period. Such a delay would be intended to take the edge off the article's appearance and to ensure the only information coming from the company and its representatives are material facts.
"We do not believe that our involvement in the Playboy Magazine article constitutes a violation of Section 5 of the Securities Act of 1933. However, if our involvement were held by a court to be in violation of the Securities Act of 1933, we could be required to repurchase the shares sold to purchasers in this offering at the original purchase price for a period of one year following the date of the violation," Google stated in its SEC filing. "We would contest vigorously any claim that a violation of the Securities Act occurred."
If a court were to find that Google violated the Securities Act, it may be forced to reimburse investors to the tune of $135 (£73) a share, should its IPO price at that range. Investors, however, would not be likely to press the issue if Google's shares continue to trade above that price for the duration of a year.
Google also clarified and updated some of the statements made in the Playboy interview, which was conducted in April, prior to the company filing its IPO registration statement with the SEC.
"The article states that our Gmail service, with one gigabyte of storage, has 200 times more storage than our primary competitors. While at the time of its introduction, Gmail had such a substantial storage advantage over competitive offerings, competitors have substantially narrowed the gap," the filing stated.
