Fri Aug 13, 2004
By Karey Wutkowski

WASHINGTON (Reuters) - Google Inc. on Friday said its founders' interview with Playboy magazine may have violated securities rules just hours before the auction is scheduled to open on its highly watched and unusual $3.3 billion initial public offering.

But, in its amended offering document filed with the U.S. Securities and Exchange Commission, the company did not indicate whether the latest twist would delay the deal, which has been beset by concerns over market conditions and a series of recent missteps.

Google's IPO Web site still indicated that the auction for its shares would start at 9 a.m. EDT on Friday.

A company spokesman was not immediately available to provide more information.

In the filing with the SEC, Google said it does not believe its involvement in the Playboy article constitutes a violation of so-called "quiet period" rules, but it could be required to buy back the shares sold to investors in the IPO at the original purchase price for a period of one year following the violation.

Google, the Web's No. 1 search engine, has filed to sell 25.7 million shares at an estimated price range of $108 to $135 per share in a "Dutch auction."

The September 2004 issue of Playboy, which hits stands on Friday, features an article based on an interview with Google founders Larry Page and Sergey Brin entitled "Playboy Interview: Google Guys."

Companies typically avoid media interviews ahead of their IPOs to avoid running afoul of securities requirements designed to keep a company from hyping its stock ahead of the offering, although the interview was conducted before Google filed for its IPO on April 29.

Earlier this year, Salesforce.com Inc. (CRM.N: Quote, Profile, Research) was forced to delay its IPO after the company and its Chief Executive Marc Benioff were featured in a New York Times article.

In its filing, Google said it would "contest vigorously any claim that a violation of the Securities Act occurred."

The company also disclosed that there were three updates or corrections to information in the article regarding the storage space of its Gmail service, the number of company employees and the number of Google search engine users.

Google's auction is taking place during a difficult market for IPOs. With the broader equity markets under pressure and investor demand for new deals waning, a steady stream of IPOs has been postponed or withdrawn.

Those making it to market this quarter are frequently pricing below expectations, leaving investors to wonder whether Google's shares will price within their estimated range of $108 to $135 each.

In the auction, Google will take bids from hopeful investors, who will need to outline how many shares they want to buy and at what price.

Google is using a modified version of a "Dutch auction" to sell its shares to investors, saying it chose that method to give everyday investors better access to its stock.

In a typical auction, the offering is launched at the highest price at which all of the shares offered can be sold to potential investors. But Google has left itself some wiggle room, saying it could price the IPO lower in order to get a wider distribution of its shares.

Investors must have a "bidder ID" obtained through registration that ended on Thursday to participate in the auction and an account with one of the 28 securities firms underwriting the sale.

The company has not set a date for the end of the auction, but the price is expected to be revealed next week.

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