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As filed with the Securities and Exchange Commission on June 1, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AKAMAI TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3432319
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
500 Technology Square
Cambridge, Massachusetts 02139
(617) 250-3000
(Address Including Zip Code and Telephone Number, Including
Area Code of Principal Executive Offices)
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Second Amended and Restated 1998 Stock Incentive Plan
1999 Employee Stock Option Plan
(Full Title of the Plans)
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KATHRYN JORDEN MEYER
Vice President and General Counsel
500 Technology Square
Cambridge, Massachusetts 02139
(617) 250-3000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Proposed Maximum Proposed Maximum
to be Registered Amount to be Registered Offering Price Per Aggregate Offering Amount of
Share Price Registration Fee
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Common Stock, $0.01
par value per share 6,000,000 shares (1) $10.28(2) $61,680,000(2) $15,420.00
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(1) Consists of (i) 3,500,000 shares issuable under the Second Amended and
Restated 1998 Stock Incentive Plan and (ii) 2,500,000 shares issuable
under the 1999 Employee Stock Purchase Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on
May 30, 2001.
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STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this Registration Statement on
Form S-8 incorporates by reference the contents of the Registration Statements
on Form S-8, File No. 333-89887 and File No. 333-37810, relating to our Second
Amended and Restated 1998 Stock Incentive Plan, and the Registration Statement
on Form S-8, File No. 333-89889, relating to our 1999 Employee Stock Purchase
Plan.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Cambridge, Massachusetts, on this 31st day of May, 2001.
AKAMAI TECHNOLOGIES, INC.
By: /s/ Kathryn Jorden Meyer
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Kathryn Jorden Meyer
Vice President and General Counsel
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Akamai Technologies,
Inc., hereby severally constitute and appoint George H. Conrades, Paul Sagan and
Kathryn Jorden Meyer, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the registration statement on Form S-8
filed herewith and any and all subsequent amendments to said registration
statement, and generally to do all such things in our names and on our behalf in
our capacities as officers and directors to enable Akamai Technologies, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ George H. Conrades Chairman of the Board and Chief Executive May 31, 2001
---------------------------------- Officer (Principal executive officer)
George H. Conrades
/s/ Timothy Weller Chief Financial Officer and Treasurer May 31, 2001
---------------------------------- (Principal financial and accounting
Timothy Weller officer)
/s/ Arthur H. Bilger Director May 31, 2001
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Arthur H. Bilger
/s/ Todd A. Dagres Director May 31, 2001
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Todd A. Dagres
/s/ F. Thomson Leighton Director May 31, 2001
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F. Thomson Leighton
/s/ Daniel M. Lewin Director May 31, 2001
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Daniel M. Lewin
/s/ Terrance G. McGuire Director May 31, 2001
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Terrance G. McGuire
Director
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Edward W. Scott
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INDEX TO EXHIBITS
NUMBER DESCRIPTION
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4.1(1) Certificate of Incorporation of the Registrant, as amended
4.2(2) By-Laws of the Registrant, as amended
4.3(2) Specimen Certificate of Common Stock of the Registrant
5.1 Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1 Consent of Hale and Dorr LLP
(included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of attorney (included on the signature pages of this
registration statement)
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(1) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August
14, 2000.
(2) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant's Registration Statement on Form S-1, as
amended (File No. 333-85679) and incorporated herein by reference.