Google Settles Suit, Clearing Way for Stock Split

SAN FRANCISCO — Google has resolved a shareholder lawsuit blocking a long-delayed stock split, clearing the way for the Internet search leader to issue a new class of non-voting shares later this year.

The settlement announced Monday came on the eve of a scheduled Delaware chancery court trial that threatened to cast an unflattering light on Google co-founders Larry Page and Sergey Brin.

The class-action by the Brockton Retirement Board in Massachusetts and another Google shareholder, Philip Skidmore, alleged that Page and Brin engineered the stock split in a way that unfairly benefits them while shortchanging the rest of the company's shareholders.

Google denied the allegations and maintained that the proposed stock split announced 14 months ago would benefit shareholders by ensuring that Page and Brin would preserve the power that has enabled them to make the same kinds of bold bets on technology that has helped increase the company's market value by more than $260 billion during the past nine years.

The split calls for a new class of "C'' stock with no voting power to be issued for each share of an existing category of "A'' voting stock. The structure is designed to ensure that Page and Brin retain control over the company, even though they only currently own about 15 percent of Google's outstanding stock, combined.

Page, Google's CEO, and Brin, an executive who oversees special projects in the company's secret X Lab, hold 56 percent of Google's voting power through a "B'' class of stock that gives them 10 votes per share. By creating a new class of non-voting shares, Google will be able to keep rewarding other employees with more stock and financing potential acquisitions of stock without undermining the voting power of Page and Brin.

The co-founders began pushing for the stock split three years ago, according to court and regulatory documents. Google shareholders approved the split a year ago, but the lawsuit had prevented the company from issuing the new shares.

The settlement still requires final court approval after shareholders have an opportunity to file any further objections. That means it will be at least several more weeks before the split can occur.

The legal truce will require Google Inc. to compensate owners of the new class of if stock if it's worth less than the existing class of stock after one year of trading. If the Class C stock is one percent to five percent below the price of the Class A shares, investors will receive a fraction of the difference in cash or additional Google stock. The maximum payments will be made if Class C stock lags the Class A price by five percent or more.

Google's Class A shares rose $11.21 Monday to close at $886.25. Based on that price, the Class C stock would have to be trading at $841.94 or lower to receive the maximum payment outlined in the settlement. In this scenario, the Class C stockholders would receive $44.31 per share.

If the split takes place, the trading price of Google's stock will probably fall dramatically to reflect a nearly doubling in outstanding shares. Google is expected to issue more than 271 million C shares, based on how many Class A shares were outstanding as of April 18.

Google, which is based in Mountain View, Calif., is betting there won't be a substantial gap between the trading prices of the Class A and Class C shares because investors backing the company have always known Page and Brin had the power to trump all other shareholders. That arrangement seems to have worked out well, given that Google's A shares have risen 10-fold from their initial public offering price of $85.

Another provision of the settlement requires Google's board to do a special review assessing how Class A shareholders will be affected if a future company acquisition is financed with more than 10 million shares of Class C stock.

State of the Art: Windows, Revamped and Split in 2

I’m not talking about Windows 8 and Windows RT, which are, in fact, two new and distinct operating systems from Microsoft. I mean the two different worlds within Windows 8 alone, one designed primarily for touch screens, the other for mouse and keyboard. Individually, they are excellent — but you can’t use them individually. Microsoft has combined them into a superimposed, muddled mishmash called Windows 8, which goes on sale Friday at prices ranging from $15 to $40, depending on the offer and version.

You can easily imagine how Microsoft got here. “PC sales have slowed,” some executive must have said. “This is a new age of touch screens! We need a fresh approach, a new Windows. Something bold, fluid and finger-friendly.”

“Well, hold on,” someone must have countered. “We can’t forget the 600 million regular mouse-driven PCs. We also need to update Windows 7 for them!”

And then things went terribly wrong.

“Hey, I know!” somebody piped in. “Let’s combine those two Windows versions into one. One OS for all machines. Everybody’s happy!”

Whoops.

Let’s tackle each version one at a time. (A note: I have written a how-to manual for Windows 8 for an independent publisher; it was neither commissioned by nor written in cooperation with Microsoft.)

DESKTOP WINDOWS This is my name for the traditional Windows: the land of overlapping windows, menus and the taskbar across the bottom. Here, you can run any of the four million traditional Windows apps, which Microsoft calls desktop apps: Photoshop, Quicken, tax software, games.

Windows 8’s desktop is basically the well-regarded Windows 7 with a few choice enhancements, like faster start-up, a Lock screen that displays a clock and notifications, and more control over multiple-monitor arrangements.

You can now log into any Windows 8 PC with a Microsoft ID. Boom: your wallpaper, online mail accounts, contacts, photos and SkyDrive contents are instantly available. (SkyDrive is Microsoft’s free seven-gigabyte online hard drive.)

The Task Manager now offers a table of open programs, showing which are the memory and processor hogs. File Explorer (formerly Windows Explorer) now has a collapsible toolbar. A new Refresh option lets you restore Windows to its virginal, factory-fresh condition without disturbing programs and files.

There’s a superb new feature called Family Safety, which provides you, the all-knowing parent, with a weekly summary of how much time your offspring have spent on the PC, and which Web sites, searches, programs and downloads they’ve used. You can also set time limits for weekdays and weekends.

Finally, there’s no more Start menu. The taskbar is still there, but the Start-menu icon isn’t on it. More on this in a moment.

TILEWORLD The enormous, controversial change in Windows 8 is the overlaying of the second “operating system,” intended for touch screens.

(It’s not really called TileWorld. But Microsoft doesn’t have a good name for it. Insiders know it as the Metro interface — that was its code name — but Microsoft simply refers to it as Windows 8, which is so infuriatingly confusing you feel like firing somebody. I’m going to go with TileWorld.)

TileWorld is modeled on Microsoft’s lovely Windows Phone software. It presents a home screen filled with colorful square and rectangular tiles. Each represents an app — and, often, that app’s latest data.

For example, the Calendar tile displays your next appointment. The People tile (your address book) shows the latest post from your social networks. The Mail tile shows the subject line of the latest incoming message.

TileWorld is absolutely fantastic for tablets. The tiles glide gracefully with a swipe of your finger. You can “pin” frequently used tiles to the Start screen: programs, Web sites, playlists, photo albums, people from your contacts list, mail accounts or mailboxes, icons from Desktop Windows, and, of course, apps. The tiles are fun to rearrange, resize, cluster into groups and so on.

Rhea Perlman — Cheery After Danny DeVito Split

Rhea Perlman
Cheery
After Danny DeVito Split
Just one day after news broke of her split from longtime husband Danny DeVito, "Cheers" star Rhea Perlman stepped out in L.A. today sans wedding ring -- with a big ol' smirk on her face.

As we previously reported, 67-year-old Danny and 64-year-old Rhea are separating after 30 years of marriage. The reason for the split is still unclear.

The news came as a shock even to close friends. In fact, "Cheers" actor John Ratzenberger said he saw Rhea just the other day and she never suggested things were going south in her marriage.

Thankfully, it's always sunny in Los Angeles -- even in times of divorce.

‘Cheers’ Star John Ratzenberger SHOCKED By Danny Devito / Rhea Perlman Split

'Cheers' Star
SHOCKED
By Devito/Perlman Split

Danny DeVito and Rhea Perlman's split didn't just come as a surprise to their fans ... it also blindsided their close friends -- including "Cheers" actor John Ratzenberger, who claims he had NO IDEA the famed couple was calling it quits.

Ratzenberger -- who played Cliff on the 80s sitcom alongside Rhea -- said he just saw his old co-star the other day and she didn't even suggest things were going south with her husband of 30 years.

Ratzenberger could hardly believe the news about the spit, saying simply, "That's sad."