WASHINGTON – Google Incorporated and the company’s general counsel agreed to settle charges they failed to register more than $80 million of employee stock options before the company’s initial public offering in 2004, the Securities and Exchange Commission announced yesterday.

Google and general counsel David C. Drummond settled without admitting or denying the SEC’s allegations. They weren’t fined but agreed to cease and desist from future securities-law violations.

Separately, Google disclosed in an SEC filing on Thursday that the SEC will not bring charges based on an interview with co-founders Larry Page and Sergey Brin that appeared in Playboy magazine last year as Google was going public. Regulators reportedly were probing whether the Silicon Valley online search company violated so-called “quiet period” rules to keep executives from promoting a stock offering.

The SEC didn’t mention the probe in its own announcement yesterday, but the assistant district administrator in the SEC’s San Francisco office, Marc Fagel, said that the settlement announced yesterday “does conclude our investigation.”

Google, of Mountain View, Calif., reached a separate settlement with California regulators on Thursday stemming from its issuance of unregistered employee stock options in 2003, and agreed to a cease-and-desist order.

Securities regulators said Google issued more than $80 million of stock options in the two years before its IPO in violation of federal laws. Companies issuing more than $5 million of options in a year must register the securities with the SEC or provide detailed current financial information to employees, but Google did neither, the SEC said.

Google has granted stock options to employees and consultants since it was founded in 1998, but stopped briefly in the fall of 2002 as it came close to triggering the legal disclosure requirements, California’s Department of Corporations claims. California regulators said Google’s board approved a new stock option plan early in 2003 that pushed the company’s option-issuance above $11 million, well above the legal threshold, yet the company didn’t provide employees with the required disclosure. Authorities said Google worried that if it provided up-to-date financial results to option holders, the information would be leaked to its competitors.

SEC officials said firms can’t duck laws requiring full disclosure to investors, including employees receiving stock options.

“Companies cannot freely decide that they don’t need to comply with the law,” the SEC’s enforcement division director, Stephen Cutler, said in a statement.

Mr. Drummond, 41, of San Jose, Calif., believed Google could avoid the reporting requirements by relying on a legal exemption for private placements that wasn’t applicable in this case, said Mr. Fagel. The SEC said Mr. Drummond told Google’s board the company could continue issuing employee stock options without discussing the risks of relying on the exemption.

Mr. Fagel said Mr. Drummond’s approach was “a real stretch,” but said the SEC won’t routinely sue lawyers who make legal mistakes.

Mr. Drummond “has the full support of the company and its leadership,” said a Google spokesman, Steve Langdon.

“We are pleased there will be no further proceedings regarding the Playboy article and we are satisfied with the settlement on the stock option issues,” Mr. Langdon said in a statement on behalf of Google and Mr. Drummond. “We are glad to have these issues behind us.”