Apparently, Facebook has a lot of friends.

Clickety-clicking ones, whose massive interest in the just-filed IPO of the Silicon Valley social networking giant seems to have temporarily crashed the Securities and Exchange Commission’s EDGAR Web site, where anyone can access regulatory documents on companies.

We’re calling the SEC for comment right now, but the site is still hanging, and sources said the reason is the Facebook initial public offering filing.

Update: It’s back up! Though slow. Still, go government!

Another Update: The SEC got back to us and in response to the question of whether this was related to a Facebook surge, spokesman John Nester said, “Greatly increased traffic that began shortly before 5 pm slowed the public website. We are bringing on additional capacity to handle the load.”

MORE ON THE FACEBOOK IPO:

• Facebook’s Ad Business Is a $3 Billion Mystery
• Viral Video: Farewell to the No-IPO Mark Zuckerberg
• Zuckerberg Is the Billion-Share Man: Who Owns What, Who Makes What in the Facebook IPO
• Zuckerberg Tells Investors, “We Don’t Build Services to Make Money”
• Mobile Highlighted as Key Risk Factor (and Opportunity) in Facebook Filing
• Stop All That Poking: Facebook Filing Temporarily Crashes SEC Web Site
• Zynga Accounted for 12 Percent of Facebook’s Revenue in 2011
• Facebook Has 845 Million Users
• On Its Eighth Birthday, Facebook Files to Raise $5 Billion in Massive IPO (Get Your S-1 Here!)
• Go the F**k Back to Sleep, Silicon Valley: Facebook IPO Likely to File Later Today at Earliest
• Dude, Where’s My Facebook IPO Filing? (Ashton’s on Hold!)
• The Quiet Man: Meet the Less-Known Face of the Facebook IPO, CFO David Ebersman
• Facebook Board Meeting Today for Final IPO Okays
• Facebook (Eye)PO: Tracking the Truth of the Biggest Deal of Web 2.0
• Viral Graphic: Visualizing the Facebook IPO
• Is Facebook IPO on Track for Late May?
• IPO Watch: Facebook Hiring Brunswick to Help With Comms for Expected Public Offering
• Complete Facebook coverage

Here are the major stats on Facebook’s IPO, which it just filed: 845 million monthly users and 483 million daily users; annual revenue of $3.7 billion; $1.8 billion in annual operating income and $1 billion net income.

And the raise in the initial public offering for now? It’s $5 billion. That could go up, of course; as yet, there is no valuation listed in the S-1 filing with the Securities and Exchange Commission for the social networking giant.

Let’s just say, it will be a lot.

And here are some uh-oh stats:

A full 12 percent of Facebook’s revenue in 2011 was linked to its relationship with online gaming giant Zynga.

And overall growth is slowing too.

Said Facebook’s filing:

“We believe that our rates of user and revenue growth will decline over time. For example, our annual revenue grew 154% from 2009 to 2010 and 88% from 2010 to 2011. Historically, our user growth has been a primary driver of growth in our revenue. Our user growth and revenue growth rates will inevitably slow as we achieve higher market penetration rates, as our revenue increases to higher levels, and as we experience increased competition.”

That is still en fuego, but will be noted by many.

In case you were visiting the outer rings of Jupiter and did not hear, you might want to know that Facebook filed for an initial public offering today. It is perhaps the most eagerly anticipated of financial events in Silicon Valley in many years.

The massive social networking site — which was launched in an undergraduate dorm room at Harvard University on the first Wednesday in February 2004, exactly eight years ago — is now a global phenomenon.

Its rocket ride to the top of the Internet and in Silicon Valley has been largely due to the aggressive innovation of one very unusual founder, CEO and co-founder Mark Zuckerberg.

Assembling an experienced team and pushing through a series of sometimes controversial products to link friends together online, the young entrepreneur has built a service that now is challenging even search giant Google.

Zuckerberg has been slow to take the company public, although the move was inevitable.

And now, of course, it is here.

More to come, as the ATD team parses the IPO filing, which is below (so join in!):

FacebookInc-20120201-S1-0

MORE ON THE FACEBOOK IPO:

• Facebook’s Ad Business Is a $3 Billion Mystery
• Viral Video: Farewell to the No-IPO Mark Zuckerberg
• Zuckerberg Is the Billion-Share Man: Who Owns What, Who Makes What in the Facebook IPO
• Zuckerberg Tells Investors, “We Don’t Build Services to Make Money”
• Mobile Highlighted as Key Risk Factor (and Opportunity) in Facebook Filing
• Stop All That Poking: Facebook Filing Temporarily Crashes SEC Web Site
• Zynga Accounted for 12 Percent of Facebook’s Revenue in 2011
• Facebook Has 845 Million Users
• On Its Eighth Birthday, Facebook Files to Raise $5 Billion in Massive IPO (Get Your S-1 Here!)
• Go the F**k Back to Sleep, Silicon Valley: Facebook IPO Likely to File Later Today at Earliest
• Dude, Where’s My Facebook IPO Filing? (Ashton’s on Hold!)
• The Quiet Man: Meet the Less-Known Face of the Facebook IPO, CFO David Ebersman
• Facebook Board Meeting Today for Final IPO Okays
• Facebook (Eye)PO: Tracking the Truth of the Biggest Deal of Web 2.0
• Viral Graphic: Visualizing the Facebook IPO
• Is Facebook IPO on Track for Late May?
• IPO Watch: Facebook Hiring Brunswick to Help With Comms for Expected Public Offering
• Complete Facebook coverage

Amazon, which has a 31 percent stake in the second-largest daily deals company, released the figures as part of its quarterly filing today with the Securities & Exchange Commission.

It said LivingSocial’s 2011 net loss totaled $558 million on revenues of $245 million.

The footnote was first reported by Geekwire’s Todd Bishop this morning.

Chicago-based Groupon, which is the daily-deals leader, will report 2011 results next week. But based on its results for the nine months ended Sept. 30, it is still much larger. In the nine-month period, Groupon recorded a net loss of $238 million on revenues of $1.1 billion.

LivingSocial was always presumed to trail behind Groupon by a fair margin, but now we are able to see exactly how wide the gap is.

However, a source close to LivingSocial said the numbers reported by Amazon are somewhat deceiving. They do not reflect the full year of international results, including the results from some fairly large acquisitions, such as Ticket Monster in South Korea.

The source also said the losses are artificially high because of non-cash expenses, such as stock-based compensation, which soared as the company increased its employee base from 500 to 6,000 in the past year and made 11 acquisitions.

According to the source, the company’s gross bookings, which include both the merchants’ and LivingSocial’s take-home sales, totaled between $750 million and $800 million, not including some foreign investments.

In contrast, Groupon’s gross bookings for the first nine months of 2011 totaled $2.8 billion.

A LivingSocial spokesperson declined to comment.

LivingSocial’s operating expenses, which totaled $686 million for the full year, also reflect steep marketing costs that were incurred early on to acquire thousands of new users.

Groupon was criticized for making those same investments while it was going public.

In the filing, Amazon also revealed that the book value of its 31 percent stake in LivingSocial was set at $208 million, up from the $192 million reported in Amazon’s previous filing.

That implies that the company’s valuation increased over the past year. It is now presumed to be valued at somewhere between $4 billion and $5 billion. Groupon’s public market value is hovering around $13.5 billion.

Despite LivingSocial’s steep losses, the Washington, D.C.-based company is not running out of cash. In December, the company secured $176 million in new funding. The round, which could swell to as much as $400 million over time if new investors join in, is expected to be enough to delay the need for an initial public offering.

Okay, okay, we get it: Morgan Stanley got the coveted left-hand lead position on Facebook’s blockbuster IPO filing. Goldman Sachs is there, too, but in the third-place, always-a-bridesmaid spo,t and is crying big salty tears about the injustice of it all.

It’s hard to feel badly for overpaid investment bankers, and focusing on them is kind of like endlessly discussing the lawyers who processed your mortgage, when the focus should be on the house you’re buying.

Does anyone except a few Richie Rich ZIP Codes in Manhattan care about this one deet of the initial public offering of the social networking giant?

Nope, but there is so little real news ahead of the IPO filing expected today that this is what we are chomping on this morning, as everyone awaits the big doc drop at the Securities and Exchange Commission.

Sources said it is likely to come this afternoon rather than this morning, though. And, perish the thought, all that dotting of I’s and crossing of T’s could delay it to tomorrow, even (unlikely, but mebbe!).

Sigh.

Tidbit: Facebook was actually founded the first Wednesday in February of 2004 in an undergraduate dorm room at Harvard University, like today but eight years later.

Thus, here’s a boring Facebook history timeline chart to look at:

Okay, that was really dull.

What up? The board met, the spinmeisters are at the ready and, most of all, Silicon Valley is stoked to make some more arrogant badillionaires.

Now, hopefully, we’ll get the real news about Facebook.

Namely, who’s getting the big dough in this much-anticipated Web 2.0 gambit? Co-founder and CEO and Hoodie Commander Mark Zuckerberg fer sure, but who else?

Plus all the juicy financials from Facebook, along with stats in usage, growth and just how much the company sticks it to its gaming serf — oops, partner — Zynga and others for the privilege of being on its all-powerful platform.

Me? I pay nada, like other Facebook users, for being able to show off pictures of my vacations and decline friendships from PR people I like, but still … well, you know.

Here is another Facebook financial chart that will not knock your socks off unless you are an accountant:

I am now so comatose waiting for the show to begin that I briefly began a liveblog of my activities this morning.

It went like this:

4:45 am PT: Done with AOL Q4 earnings, which were meh, but better meh than expected. AOL, if you recall, used to be Facebook and now is, um, not.

Note to Zuckerberg: Be nice to people on your way up, since you’ll meet them again on the way down.

4:46 am PT: I check the SEC site and get zip. Click, click, clickety-click over to find out the latest on Demi Moore and her fake-pot debacle.

Who knew there was synthetic cannabis and it is called K2 or Spice? Not me! According to Wikipedia: “It seems likely that synthetic cannabis can precipitate psychosis and in some cases it is prolonged.”

I decide to blame Ashton Kutcher and then wonder if he is an investor in Facebook via BFF-to-errant-celebrities-who-like-tech Ron Conway, also a Facebook investor.

Note to self: Call Ashton! That dude plays village idiots all the time, but I am not fooled by Mr. Pretty Face.

4:47 am PT: I consider email bombing Yahoo’s Jerry Yang, who is probably not so busy right now, and asking him what he thinks about the Demi Moore crisis and also Facebook’s IPO.

Remember when Yahoo was king of Silicon Valley and Yang posed in that purple VW on the cover of that magazine? Better still, remember when Yahoo was going to buy Facebook for just over $1 billion and then borked it?

Just sayin’, Mark — so, keep it reals!

4:48 am PT: I consider going out for doughnuts — and not because of any real weed need. I just would like me some glazed and sprinkled sugar treats right about now. Then, I could post the pictures of them on my Facebook page.

Sweet.

But you-know-who would file right when I left the house on the munchie run. Click, click, clickety-click over to the SEC site and I come up peanuts.

Time to check in on the Kardashians.

You get the idea — so, Facebook IPO, take me away!

MORE ON THE FACEBOOK IPO:

• Facebook’s Ad Business Is a $3 Billion Mystery
• Viral Video: Farewell to the No-IPO Mark Zuckerberg
• Zuckerberg Is the Billion-Share Man: Who Owns What, Who Makes What in the Facebook IPO
• Zuckerberg Tells Investors, “We Don’t Build Services to Make Money”
• Mobile Highlighted as Key Risk Factor (and Opportunity) in Facebook Filing
• Stop All That Poking: Facebook Filing Temporarily Crashes SEC Web Site
• Zynga Accounted for 12 Percent of Facebook’s Revenue in 2011
• Facebook Has 845 Million Users
• On Its Eighth Birthday, Facebook Files to Raise $5 Billion in Massive IPO (Get Your S-1 Here!)
• Go the F**k Back to Sleep, Silicon Valley: Facebook IPO Likely to File Later Today at Earliest
• Dude, Where’s My Facebook IPO Filing? (Ashton’s on Hold!)
• The Quiet Man: Meet the Less-Known Face of the Facebook IPO, CFO David Ebersman
• Facebook Board Meeting Today for Final IPO Okays
• Facebook (Eye)PO: Tracking the Truth of the Biggest Deal of Web 2.0
• Viral Graphic: Visualizing the Facebook IPO
• Is Facebook IPO on Track for Late May?
• IPO Watch: Facebook Hiring Brunswick to Help With Comms for Expected Public Offering
• Complete Facebook coverage

The company has confirmed to All Things D that it is actively investigating several opportunities, and is in talks with several partners about gambling on the Internet.

A Zynga spokesperson provided this statement to AllThingsD:

“We build games and experiences that our players want and love. Zynga Poker is the world’s largest online poker game with more than 7 million people playing every day and over 30 million each month. We know from listening to our players that there’s an interest in the real money gambling market. We’re in active conversations with potential partners to better understand and explore this new opportunity.”

As with any new entrant in the space, Zynga will have to fulfill several requirements, meaning any major rollout is still months away.

The San Francisco-based social games maker will have to wade through a maze of state, national and international regulations. It will have to secure the correct licenses, and it also needs the right technology to make betting over the Internet secure.

For either of these last two requirements, a partnership or acquisition of an online gambling organization or other technology would make the most sense, instead of starting from scratch.

However, the effort could easily pay off.

Zynga was one of the first online gaming companies on Facebook, and continues to dominate the platform today. If it is able to get its toe in the door, just as the laws change in the U.S., it could be a leader yet again.

Back in October, Zynga first started showing broad interest in the casino category.

Zynga founder and CEO Mark Pincus announced at a press event that the company was going to launch Zynga Casino, which would serve as a single destination on Facebook to build off its strong brand in poker.

Its first new game, which has not launched yet, will be bingo.

Until now, the company’s efforts have been limited to building social and mobile games that are given away for free and monetized through the sale of virtual goods.

Getting users to make bets and part with real money could prove difficult, even for a company that has so many dedicated fans.

One thing Zynga has going for it is that social games are frequently compared to gambling because of their addictive nature — both lure consumers into spending a few more dollars to continue playing.

The casino genre has also been quietly racking up big numbers on Facebook.

Besides Zynga Poker, which is the most popular poker game on Facebook, and one of the company’s longest standing titles, there are many other sleeping giants. Sean Ryan, Facebook’s director of game partnerships, has even called them “unbelievable monsters.”

Said Ryan: “It turns out that people are completely okay winning virtual currency that they can never cash out.”

If players actually have the chance to win money, who knows the size of the opportunity?

A Facebook spokesperson said the company does not necessarily see a future for gambling on the social network. “We don’t have any plans to get into real-money gambling,” she said.

It’s unclear if that eliminates others from experimenting. In the meantime, it hasn’t stopped game makers from exploring the category or the concept.

Last week, Seattle-based Double Down Interactive, which was named by Facebook as one of the most popular game makers of 2011, was acquired by video poker giant International Game Technology for $500 million. It has 4.7 million monthly active users playing a variety of games, including blackjack, slots, video poker and roulette.

The deal closely followed Caesars Entertainment’s purchase of Playtika, an Israeli game company known for its Facebook title Slotomania. Caesars bought the company in two stages, the first of which was rumored to be purchased for up to $90 million.

Caesars, which filed to go public in November, declined to comment because it is currently in its quiet period.

However, some of its plans were revealed in a document filed with the Securities & Exchange Commission. It said its Caesars and World Series of Poker brands are dedicated to online gaming, and will take advantage of real-money gaming as it becomes legalized. Right now, Caesars Entertainment offers games “for fun” in jurisdictions where online gambling is not yet legal, but has identified the legalization of online poker in the U.S. as “the largest opportunity in online gaming in the near term.”

Still, the biggest hurdle is the law.

Internationally, several countries have permitted gambling for some time, and those areas represent the most immediate opportunities.

But there are signs of the U.S. beginning to open up, too. On the day before Christmas, the Department of Justice gave the online gambling community an early present, according to a blog post written by Nelson Rose, a professor and lawyer.

“President Barack Obama’s administration has just declared, perhaps unintentionally, that almost every form of intra-state Internet gambling is legal under federal law, and so may be games played interstate and even internationally,” Rose wrote.

Essentially, what the Justice Department did was to issue a new interpretation of the Wire Act of 1961. Under the new ruling, it interprets the act as only outlawing bets on sporting events — not all events and contests, according to an article in the San Francisco Chronicle.

With that clarification in place, it will now be up to every state to pass legislation outlining operating procedures. So far, Nevada and the District of Columbia have moved quickly to enact laws. To get other state laws passed could be a lengthy process, especially during an election year.

In the meantime, launching games only in Nevada and D.C. doesn’t represent the big opportunity everyone was hoping for.

To be competitive against Caesars and IGT, Zynga may have to partner or acquire companies that already have the licenses in place or the necessary expertise.

Some of the more obvious candidates include Bwin, which operates PartyGaming.com and is traded on the London Stock Exchange; Betfair, and other operators, like Bodog, Bet365 and 888.com. Many are based in the U.K. and handle a variety of casino games and sporting contests there.

The entrance into a new market, such as gambling, would take substantial resources, and Zynga has them thanks to its public offering. In December, it raised $1 billion, making it the largest Internet IPO since Google.

So, will Zynga be the next “unbelievable monster?” Clearly, it is willing to try.

The readers of Footnoted, the Morningstar-owned blog that follows the surprisingly fascinating world of SEC filings, annually select its worst footnote of the year — in other words, the best/worst disclosure of 2011. Hewlett-Packard won.

And what prompted the voters to award the world’s biggest tech company this dubious distinction? Its severance payment to former CEO Léo Apotheker, who, according to Footnoted’s reckoning, walked away with $25 million to $33 million following an 11-month stint at HP’s helm, during which its market capitalization declined by more than 40 percent.

Footnoted’s Michelle Leder calculated that range, having dug through the byzantine details of Apotheker’s employment contract as well as the separation agreement that HP filed after he left, and concludes the amount was probably closer to $36 million.

Before he was let go, I had taken a stab at the terms of Apotheker’s contract myself and came to a similar range of $28 million to $33 million. Then, after Apotheker’s departure, I trimmed that estimate a bit based on an HP 8K filing. It’s a tricky business running the numbers on these things, but as Footnoted says, we’ll probably get a final accounting when HP files its annual proxy statement early next year.

Apotheker’s package was part of what likely prompted HP to revise its severance policies, as The Wall Street Journal reported earlier this month. From now on, senior HP execs who get pushed out will have to leave behind unvested stock options and grants of restricted shares.

It’s also worth noting that HP beat out rival IBM in the worst footnote selection. Big Blue was in the running for its disclosure of outgoing CEO Sam Palmisano’s $170 million retirement benefit package, which includes, among other things, a $30 million pension that pays $3.2 million a year for life.

But it’s not the first time that HP has taken fire for the size of its payouts to ousted CEOs. When Mark Hurd resigned in 2010, he walked away with a severance deal worth about $35 million, but then later gave some $13 million back by forfeiting a batch of HP shares as part of a legal settlement with HP that followed his joining Oracle as co-president.

In a letter dated June 29, the SEC asked Groupon to clarify its accounting and informal remarks in its S-1 filing from June 2. The filing was amended multiple times before Groupon went public in November.

Back in June, the SEC found fault with Groupon extracting marketing costs from its income, saying it was “potentially misleading.”

The regulators also asked for a lot of schoolmarm-y tweaks. For instance, the SEC quotes Groupon’s statement, “Our customers and merchants are all we care about,” and asks the company to “Please balance the statements regarding the premise that your customers and merchants are all you care about with a discussion of your fiduciary duty to shareholders.”

Also made public this week were further SEC memos from this summer and fall that haggle over specific points.

Additionally, there are a couple of Groupon memos to the SEC regarding a crucial rally-the-troops internal email that was published here on AllThingsD.

Groupon argued with the SEC that Mason’s leaked email should not have been viewed as an offer to sell Groupon stock to investors, but rather “inadvertent dissemination to the public of the internal communication.” The company agreed to add the letter to its prospectus.

Here’s the first SEC letter from June, which gets into the meat of the regulators’ critique:

GRPN-20110630-UPLOAD-0

In April, Expedia proposed a plan that would break the business into two public companies.

One would be a travel agency, focused on selling air, hotel and car rentals, and the other would be TripAdvisor, the travel reviews site that operates in 27 countries and 19 languages.

The deal is expected to close on or about Dec. 20, including a one-for-two reverse stock split immediately prior to the spin-off. Expedia will trade under the symbol EXPE and TripAdvisor will trade under TRIP.

Today, the company filed a presentation with the Securities & Exchange Commission detailing Expedia’s standalone growth prospects. The case will be an important one to make given that TripAdvisor is often seen as the more attractive of the two companies.

The Bellevue, Wash.-based company plans to present the slides to various investors and analysts over the next two-and-a-half months.

In the presentation, Expedia lists three major growth opportunities: International expansion, especially in Asia; a greater concentration on hotel bookings, which have higher margins than airplane tickets; and new distribution platforms, such as cellphones and tablets.

Expedia is a traditional travel agency that collects fees when an airfare or hotel room is booked. Meanwhile, TripAdvisor, which aggregates user-generated reviews, produces revenue from advertising, as well as fees when users book through other sites, such as Priceline or Orbitz.

In the quarter ended in September, TripAdvisor’s revenue jumped by 30 percent compared to the same period a year earlier. Meanwhile, Expedia’s revenues rose only 14 percent.

Additionally, the company is breaking up as it faces increasing competition from Google, which has started integrating the technology of ITA, a travel software company it acquired, into its search results.

Expedia’s stock today is trading at $28.65, up 61 cents.

LivingSocial CEO Tim O’Shaughnessy

According to sources familiar with the company, the funding will be used for day-to-day expenses and to fuel its expansion efforts. The funding was confirmed in a document filed with the Securities & Exchange Commission today.

Both existing shareholders and new investors participated in the round.

J.P. Morgan was one of its latest investors. LivingSocial’s previous investors include: Amazon, Lightspeed Venture Partners, Revolution Fund, Grotech Ventures and U.S. Venture Partners.

The round will give LivingSocial enough financial flexibility over the next few months to decide when the timing is right to file for an initial public offering.

Most notably, a source tells us that all of the funding will go toward the company’s operations without previous investors or anyone from the management team cashing out. That is much different from Groupon’s last round, where nearly all of the $1 billion was paid out to management and other shareholders.

In April, the company raised $400 million at a $3 billion valuation. To date, the Washington, D.C.-based company has raised close to $776 million.

Earlier last month, the leader in the space, Groupon, successfully raised $700 million in its public debut; however, its stock has struggled to maintain its opening price.

Earlier this morning, Zynga announced it would price its stock between $8.50 and $10 a share when it goes public later this month.

That’s at the high end of the range that values the four-year-old company at as much as $7 billion. But that’s much lower than than what some investors paid as recently as February, according to documents filed with the Securities & Exchange Commission.

In fact, some of its investors are already underwater.

One of those investors is Morgan Stanley, which is also one of the company’s underwriters in its IPO. In February, 11 mutual funds associated with Morgan Stanley purchased 5.3 million shares at $14 apiece for a total of $75 million. Four other investors, which were unnamed, also contributed to the round totaling $490 million, according to the document.

At $14 a share, the company’s value in February totaled nearly $10 billion, or roughly 43 percent greater than today’s high-end of the range.

Zynga justified the higher stock price back in February, stating that the U.S. economy had improved and that the public markets were being receptive to Internet stocks, including generous valuations for privately held companies such as Facebook and Groupon.

Furthermore, in March, the company used that valuation as a guide to purchase shares back from five of its early investors and its CEO Mark Pincus at $13.96 a share.

While the market conditions have likely changed since then, it’s important to note that things are still in flux. If the company drums up enough demand for the 115 million shares being sold over the next two weeks, the price could move even higher.

As Kara Swisher previously reported, Pincus will not sell any shares in the offering, and no other executives at Zynga have plans to sell stock, either.

But a number of the company’s early investors will be cashing in. Institutional Venture Partners, Avalon Ventures and Foundry Venture Capital will sell 2.5 million shares apiece for up to $25 million each. Union Square Ventures will sell 2.2 million for roughly $22 million.  Google and Silver Lake Partners will also both sell 1.7 million shares for a proceed of $17 million each.

Google was originally not listed as an investor when Zynga filed documents with the SEC to go public, but it showed up in subsequent filings. Google, which was rumored to have invested as much as $100 million in Zynga, has an interest in social gaming because of its Google+ network. Following the offering, it will continue to own 21 million shares, or about 3.8 percent of the company.

One notable shareholder that won’t be selling shares is venture capital firm Kleiner Perkins Caufield & Byers, an early investor in the company. Its partner Bing Gordon, who personally owns a 10.7 percent stake in the company, also does not plan to sell any shares.

Facebook is in internal discussions over the timing of its filing with the Securities and Exchange Commission for the IPO, and is considering filing dates as early as this year, these people said.

Read the rest of this post on the original site »

The company said it is working quickly to complete the deal but, given regulatory filings and other approvals still needed, it will probably be early 2012 before the deal can close. Motorola had said earlier that the deal should close late this year or early next year.

Google is paying $40 per share, or a total of $12.5 billion, for the company.

“We are pleased and gratified by the strong support we have received from our stockholders, with more than 99 percent of the voting shares voting in support of the transaction,” CEO Sanjay Jha said in a statement. “We look forward to working with Google to realize the significant value this combination will bring to our stockholders and all the new opportunities it will provide our dedicated employees, customers, and partners.”

Last month, the company said in a filing that it was cutting 5 percent of its workforce.

In a new filing with the Securities and Exchange Commission concerning its upcoming IPO, Zynga is expected to unveil two key management and board changes at the online gaming phenom:

Chief Business Officer Owen Van Natta — who came to the San Francisco-based start-up several years ago to help CEO Mark Pincus grow it and develop it — will step down from his job and become a strategic adviser focusing on major partnerships. He’ll still remain board member at Zynga, but will give up millions of pre-IPO shares by moving out of his operational role.

And director and venture investor Brad Feld will leave the the board, which VCs sometime do as companies move to a public offering and add members with more specific business experience.

In his place, longtime entrepreneur and investor Sunil Paul, who founded a company called FreeLoader with Pincus many moons ago, will join the board.

Zynga confirmed the changes to me in a statement by Pincus:

“Owen is a valuable business partner. He’s made great contributions to Zynga and continues to be an important part of our team.”

Sources said the changes related to Van Natta around are not part of a recent controversy around a Wall Street Journal story about clawing back of some share options grants of early Zynga employees who had become less involved in the company. While the company cannot actually take back already vested shares owned by those staffers, the article has put a lot of scrutiny on Zynga and raised questions about how to cope with the kind of hyper-growth some Internet firms experience.

That’s certainly been the kind of rocket ride Zynga has been on, as it has grown from a small social gaming company on Facebook to a high-profile public company.

Zynga is in the final stages of its IPO process, answering questions from the SEC that are typical. If all goes well, Zynga execs are expected to go on a road show after the Thanksgiving and go public by the end of the year at a market valuation of close to $20 billion.

That was different from when Van Natta officially got to Zynga in the spring of last year — after a rocky experience running the doomed Myspace. At the time, he told me at the time that planned to be focused on scaling the business and did not consider himself a long-term operating executive.

Since then, he has helped Pincus hire a series of experienced gaming execs, including a chief operating officer, a chief marketing officer and others.

Zynga was Van Natta’s third high-profile Web company in recent years. He was a top early exec for Mark Zuckerberg at Facebook until early 2008, and in 2009 he took over News Corp.’s (NWS) MySpace, a job that lasted less than a year.

Early in his career, Van Natta was also was a top strategy, marketing and deal exec for Amazon, which bought an early social networking start-up called PlanetAll that he worked at.

It will now be interesting to see what Van Natta does next, but it is unlikely he will take a permanent position. He is a longtime angel investor in Silicon Valley, including in hot start-ups such as Asana and still holds a significant stake in Facebook.

But, in moving out of his job at Zynga, he will be giving up many millions of shares of a rich trove he was given when he arrived at the company. That said, Van Natta already owns millions of accelerated vested shares and will get another large grant as a board member.

Translation: Don’t cry for Mr. Van Natta, Silicon Valley — he made $42 million last year from Zynga shares alone.

The crowdfunding bill, called the Entrepreneur Access to Capital Act, would allow companies to give out equity stakes in exchange for investments of up to $2 million.

The stakes wouldn’t count against the SEC’s famous 500-shareholder rule. And individual investors would be capped at putting in $10,000 or 10 percent of their annual income.

So, potentially, a start-up raising funding on a service like Kickstarter could make its donors true investors, rather than just giving them acknowledgment or some reward in exchange for their money.

Crowdfunding for start-ups is something people have tried to do before, but ever so carefully. For instance, a soon-to-launch company called Wahooly promises to help start-ups give out equity in exchange for social media marketing. Wahooly’s current model — which it says is designed to work with current SEC rules — is to become a shareholder in each participating start-up and then split any proceeds with its brand-advocate users.

Meanwhile, the House on Thursday also passed a bill called the Access to Capital for Job Creators Act that would remove a ban on start-ups soliciting accredited investors for capital.

And earlier this week it passed a bill allowing companies to do small public offerings of up to $50 million without registration requirements.

All the bills now have to pass the Senate before they can be signed into law.

The cautionary statement, in a filing with the Securities and Exchange Commission, came as the company reported another drop in cash in for third quarter, even after it drew $160 million from its credit line.

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Even after Groupon issues 30 million shares in its initial public offering, its three founders will continue to control more than half of the company’s shares.

According to documents filed with the Securities & Exchange Commission today, Groupon has conducted a two-for-one stock split. In addition, it recapitalized all of its outstanding shares into newly issued shares of Class A and B stock.

This plan was disclosed late last month, but became official as of yesterday.

CEO Andrew Mason, Executive Chairman Eric Lefkofsky and Director Bradley Keywell will now control 58.1 percent of the voting shares through ownership of Class A stock and 100 percent of the Class B shares.

The Class B shares will have 150 votes per share, while the Class A stock will have one vote per share. There are 600.4 million shares of Class A; 2.4 million shares of Class B.

Due to the high concentration of shares owned by the founders, the filing warns that the three will be able to dictate the company’s future when it comes to directors on its board, as well as other transactions, such as a merger or other sale of the company or its assets.

Addressing shareholders, the filing continues: “This concentrated control will limit your ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. As a result, the market price of our Class A common stock could be adversely affected.”

In particular, Mason will control 19.8 percent of the vote, Lefkofsky will control 28.1 percent and Keywell will control 10.2 percent.

Such a move is not unprecedented. Many Web companies, including Zynga and Facebook, are largely controlled by their founders.

In an exclusive interview with AllThingsD, Robert Birge, Kayak’s chief marketing officer, said the current market is too volatile and is not meeting the company’s expectations.

“We are going to file when the market conditions are favorable to IPOs,” he said.

In the meantime, Birge said, Kayak is committed to keeping its filing up to date with the Securities and Exchange Commission, so if the conditions change, the company will be able to move quickly.

“It gives us the flexibility to respond to market conditions,” he said.

Kayak, which filed 11 months ago to raise at least $50 million, is one of roughly 200 companies that make up one of the biggest IPO backlogs in the past five years.

Two other high-profile examples are Groupon, the daily deals site that wants to raise $750 million, and Zynga, the social games maker that is seeking $1 billion in additional funding.

Kara Swisher reported last week that despite copious amounts of negative press, Groupon has no plans to back down from going public. Likewise, according to our sources, Zynga’s IPO remains on track.

Birge was not able to elaborate on the company’s plans or whether it was seeking alternate exits, like a sale or staying private and raising more cash. The Norwalk, Conn.-based company updated its filing recently to suggest it was looking at other alternatives as an IPO became less likely.

But unlike Groupon or Zynga, which filed this summer to go public, Kayak has had nearly a year to pull the trigger, which predates much of the market volatility, raising the question of why it has taken Kayak so long.

Birge said even if the market conditions are right, the SEC must sign off on the offering in order to go public.

Perhaps the market will be more favorable once there are more comparable companies with positive valuations. Already there are a number of other public competitors, including Priceline, Orbitz and Expedia.

One big public event coming up will be Expedia’s spin off of TripAdvisor, which will create two separately traded entities. In that scenario, Expedia’s results would no longer also include TripAdvisor’s advertising business, and Expedia alone could more closely resemble Kayak’s business.

First off, let’s get this out of the way:

No, Groupon has no current plans to pull its IPO, nor has it considered it as yet, even though its delays — not uncommon — get copious negative press. Though it certainly might in the future.

Yes, the Chicago-based social buying service is still growing more strongly than most start-ups and is expected to become profitable on an operating basis within the next month.

No, the Groupon board has not discussed jacking its CEO and co-founder Andrew Mason — I get a tip email on this on a daily basis — but it will also not be hiring another COO to replace the second one it has lost in a year.

And, finally, yes sirree, many of the recent kerfuffles that Groupon has found itself in most certainly could have been better handled by Mason and that board, who have presided over one the rockier and more cloddish IPO rides in recent memory.

In fact, has there ever been a tech start-up that has attracted more negative attention from the media than Groupon?

Maybe Amazon back in the day when it was being called Amazon.bomb? Or perhaps the early years of Facebook, when questionable origins, executive shifts and constant privacy snafus created worry around the leadership of CEO and co-founder Mark Zuckerberg?

But, as it has turned out, both have paled in comparison to the trials and tribulations of Groupon, which came out of nowhere like some kind of Internet comet and now is being widely pilloried as a flash in the pan.

Whether that’s fair criticism or not will be up to investors as the company continues its march to a public offering, which sources close to the company say will not be pulled unless the markets tank drastically.

That’s despite three amended S-1 regulatory filings by Groupon that corrected controversial accounting treatments that the company was using.

One, called Adjusted Consolidated Segment Operating Income, or ACSOI, was attacked because it left out key marketing expenses. While Groupon said it was an important metric to judge the performance of various cities as they were rolled out, the Securities and Exchange Commission and many others thought it caused more confusion than clarity.

The other financial term under scrutiny: The naming of gross billings, which is what Groupon pays out to merchants, as gross revenues. No longer, with the latest amendment to its S-1 filing; Groupon becomes instead a net revenue reporter for its daily deals business.

The change reduced reported revenue for 2010 from $713.4 million to $312.9 million.

Also added in were parts of the controversial letter CEO Andrew Mason sent to employees — defending all of Groupon’s financial practices and disclosures — presumably to reassure them in the wake of all the bad press.

While it displayed a lot of Mason’s signature humorous bravado, the move felt to me more like someone frustrated with being asked by current and potential employees if he were the Internet version of Bernie Madoff.

That’s ridonkulous, of course.

But the aggressive accounting, quick change from using those controversial financial metrics and chaotic breakneck growth that makes the company look like a house on fire certainly creates a picture of drama at a time when calm is probably the image they would like to portray.

Of course, losing two COOs — first, former Yahoo Rob Solomon after a year and then former Googler Margo Georgiadis after less than six months — in a row cannot help but increase the pressure. (And it cannot help Groupon’s image that Georgiadis went back to an even better job at the search giant.)

Sources said the company has no plans to hire another one, instead empowering Mason’s direct reports such as its CFO and others.

That said, while sources inside the company spin this as no big deal and can roll out plausible excuses for the COO departures — which mostly center around the execs being a “bad fit” — such movements always create worry.

In fact, this also happened to Facebook in its earliest days, when it seemed like an executive revolving door. That’s changed, of course, with the social networking giant looking like the digital Rock of Gibraltar in comparison.

A rock that has not been in any hurry to go public, which Groupon did perhaps too early in June — just about when all this bad news starting piling up, after more than a year of praise from the very same media.

I suppose, you live by it and you, well, get smacked upside the head by it.

But not damaged enough to pull the IPO, as yet, that is. One of the many reasons for sticking for now — such a move would result in yet another firestorm for Groupon.

Said one person I spoke to: “It would not matter what anyone said, no one would believe the company was anything but in trouble.”

And then, of course, the real trouble would start.

We’ll see what happens next, of course.

Groupon amended its public offering documents today, in a new filing with government regulators, in which it once again changed its accounting treatment.

That includes the way it measures revenue, which will now be reported excluding the money it pays out to merchants.

Some felt the “gross revenue” figure — a term for what are actually gross billings — was not reflective of Groupon’s true performance. It will now use net revenue.

Said the company in the current amended filing, its third:

“We consistently have stated that the amount we retain — rather than bill or collect — from the sale of Groupons is the key measure of the value we create. This change in presentation is consistent with that belief.”

Okkkkaaaay, whatever you say, but the change was requested by the Securities and Exchange Commission.

In its second amended filing, Groupon dropped its controversial “Adjusted Consolidated Segment Operating Income,” or ACSOI, metric, which excluded key marketing costs.

In its first amended filing, it told investors to ignore statements made by its Chairman Eric Lefkofsky and also made more accounting clarifications.

In the current changes, Groupon also posted the controversial letter to employees — first published here — that CEO and co-founder Andrew Mason wrote to strike back at the Chicago-based social buying network’s critics. Many felt the missive violated the quiet period before an IPO that companies are required to maintain.

And Groupon has been anything but quiet, as it advances and retreats to its Wall Street road show, which has been delayed and then not delayed (and might still be delayed, but who knows?).

Also today in its noisy goat rodeo: COO Margo Georgiadis is headed back to Google after arriving in April.

I guess things did not work out.

Lastly, the new filing also has added a new metric for “cumulative repeat customers,” showcasing how many customers have bought a Groupon offering more than once. That number is over 12 million.

Here is the full new S-1 filing to peruse and pick apart:

GRPN-20110923-S1A-0

The move added some $3 billion to the cost of a deal ultimately valued at $12.5 billion. The transaction gives Google a thick portfolio of patents to help defend its Android smartphone operating system and an in-house hardware maker that could make it a tougher competitor for iPhone maker Apple Inc.

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Murdoch, who is Deputy Chief Operating Officer and until recently has been seen as the heir apparent to his father Rupert Murdoch, has also been one of the primary focal points during the scandal. He has been in charge of News Corp.’s British newspaper unit that has been accused of widespread, systemic phonetapping and other charges (News Corp. also owns this Web site).

Here’s his statement:

In light of the current controversy surrounding News of the World, I have declined the bonus that the company chose to award to me. While the financial and operating performance metrics on which the bonus decision was based are not associated with this matter, I feel that declining the bonus is the right thing to do.  I will consult with the Compensation Committee in the future about whether any bonus may be appropriate at a later date.

Murdoch is keeping the rest of his compensation, which includes a base salary of $3 million, $8.3 million in stock awards and other benefits including personal use of the company’s aircraft, which the filing values at $224,864 for the fiscal year.

In News Corp.’s annual proxy statement, filed with the Securities and Exchange Commission today, the company said it considered the following factors in awarding him his $6 million bonus:

“Mr. J.R. Murdoch played an important role during fiscal 2011 in developing the Company’s key businesses and investments in Europe, Asia and the Middle East, including the development of the Company’s content and distribution strategy. He led the success of STAR India, which delivers market-leading content, and he led the Company’s ongoing deployment of satellite television in Italy (with Sky Italia achieving its highest ever subscriber base), the UK, Germany and India, where we operate, or are key investors in, industry-leading pay television platforms. Under his leadership, the Company expanded its presence in the Middle East through a key strategic partnership and optimized its European asset portfolio through the disposition of News Outdoor. Mr. J.R. Murdoch also successfully transitioned into his new role as Deputy Chief Operating Officer and Chairman and CEO, International, expanding his responsibilities.”

The company said in its S-1 that it plans to raise about $75 million to pay for advertising and general coporate expenses. It may also use a portion of the proceeds to make acquisitions or obtain rights to complementary technologies or products.

Underwriters include Bank of America, Merrill Lynch, Allen & Company, Janney Montgomery Scott, Stifel Nicolaus Weisel, Oppenheimer & Co., ThinkEquity, RBC Capital Markets and CODE Advisors.

Unlike many consumer services that have gone public recently, such as LinkedIn and Pandora, Angie’s List charges all participants a membership fee.

In 2010, members paid $25.1 million in fees, and service providers paid $33.9 million, for revenues totaling $59 million. Last year, the company reported a net loss of $27 million. A majority of its expenses are from marketing costs.

For the first six months of 2011, it lost $25.8 million on revenues of $38.6 million. In the first half of 2010, it lost $11 million on revenues of $27.4 million.

It said that for the six months ended June 30, it had 821,769 members, and had nearly 20,000 service providers participating. In the same period, the average membership renewal rate was 78 percent, but marketing costs for each new paid membership acquired totaled $92 apiece.

The company has $32 million in cash on its balance sheet.

The company says that one of its risk factors is its heavy dependence on marketing to acquire new memberships. It said that, based on analysis, it believes that more members will drive more revenues as penetration increases in a particular market. However, the long-term impact of heavy marketing expenses on the company is unknown.

But compared to some of its peers, Brightcove is almost a throwback: CEO Jeremy Allaire’s company has a clearly defined business, straightforward accounting and a minimum of insider selling in the run-up to its IPO.

A quick glance at the the company’s filing will tell you that:

Brightcove’s business is easy to understand. It generates sales by helping Web publishers put video online. That “software as a service” model has let the company boost sales, along with the Web video boom. In 2006, it posted revenues of $1.4 million. Last year, it pulled in $43.7 million.

The company’s accounting doesn’t require a good imagination. There’s nothing in Brightcove’s S-1 along the lines of Groupon’s now-discarded “ACSOI,” or Demand Media’s novel approach to expensing content costs. And while plenty of established companies use not-strictly-official measures like EBITDA to show off their finances in the best possible light, Brightcove doesn’t bother — there’s not a single reference to “non-GAAP accounting.” Which makes it quite easy to see that the company lost $67.5 million from 2006 through 2010, and another $9.5 million in the first half of this year. It says it doesn’t expect to turn a profit until 2013 at the earliest.

Brightcove’s investors and employees are sticking around. Unlike Groupon, Zynga, and a few other highfliers that haven’t filed yet, including Twitter and Facebook, there’s been very little insider selling. Early investor AOL got rid of all of its shares last November, and last year Allaire sold off 1.3 million shares for a gain of $4.8 million; some other employees sold a few more shares. But Allaire still holds another 2.5 million shares — 4.5 percent of the company’s equity — and as far as I can tell, that’s about it for insider selling.