As filed with the Securities and Exchange Commission on May 1, 2002
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INKTOMI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 95-3238130
(STATE OR OTHER JURISDICTION OF 4100 E. THIRD AVENUE (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FOSTER CITY, CA 94404 IDENTIFICATION NUMBER)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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1998 EMPLOYEE STOCK PURCHASE PLAN
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JOSEPH M. EANDI ESQ.
ASSOCIATE GENERAL COUNSEL AND
DIRECTOR OF CORPORATE AFFAIRS
4100 EAST THIRD AVENUE
FOSTER CITY, CA 94404
650-653-2800 (GENERAL)
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
=========================================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE* PRICE FEE
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Common Stock, $0.001 par value
To be issued under the
1998 Employee Stock Purchase Plan.......... 800,000 $ 2.41 $ 1,928,000.00 $ 177.38
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Total........................................ 800,000 $ 1,928,000.00 $ 177.38
=========================================================================================================
* Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Act pursuant to Rules 457(h) and 457(c)
under the Securities Act, based upon the average between the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
April 30, 2002.
With respect to the shares of common stock of the Registrant hereby
registered under the Inktomi Corporation 1998 Employee Stock Purchase Plan, the
contents of the Registrant's Registration Statements on Form S-8 as filed with
the Commission on October 28, 1998 (File No. 333-66217), on June 8, 1999 (File
No. 333-80195), on June 23, 2000 (File No. 333-40036) and on June 25, 2001 (File
No. 333-63742), collectively the "Prior Form S-8s", are incorporated herein by
reference.
The Registrant is registering an additional 800,000 shares of its Common
Stock under this Registration Statement which are reserved for issuance under
the Inktomi Corporation 1998 Employee Stock Purchase Plan. Under the Prior Form
S-8s, the Company registered 2,713,349 shares of its Common Stock, as adjusted
for stock splits, that had been or were eligible to be issued under the Inktomi
Corporation 1998 Employee Stock Purchase Plan.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit No. Description
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.3* 1998 Employee Stock Purchase Plan and form of agreements
thereunder
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wilson Sonsini Goodrich and Rosati, P.C.
(contained in Exhibit 5.1)
24.1 Power of Attorney (See page (II-3))
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-50247), as amended.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the City of Foster City, State of California, on this 1st day of
May, 2002.
INKTOMI CORPORATION
By: /s/ Jerry Kennelly
------------------------------
Jerry M. Kennelly,
Executive Vice President,
Chief Financial
Officer and Secretary
II-2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David C. Peterschmidt and Jerry M.
Kennelly, and each of them, as his or her attorney-in-fact, with full power of
substitution in each, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
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
--------- ----- ----
/s/ David C. Peterschmidt President, Chief Executive Officer and May 1, 2002
------------------------------------ Chairman (Principal Executive Officer)
David C. Peterschmidt
/s/ Jerry M. Kennelly Executive Vice President, Chief May 1, 2002
------------------------------------ Financial Officer and Secretary
Jerry M. Kennelly (Principal Financial and Accounting
Officer)
/s/ Eric A. Brewer Director May 1, 2002
------------------------------------
Eric A. Brewer
/s/ Frank Gill Director May 1, 2002
------------------------------------
Frank Gill
/s/ Allen J. Gula, Jr. Director May 1, 2002
------------------------------------
Allen J. Gula, Jr.
/s/ Greg Myers Director May 1, 2002
------------------------------------
Greg Myers
/s/ Alan F. Shugart Director May 1, 2002
------------------------------------
Alan F. Shugart
II-3
EXHIBIT INDEX
ITEM 8. EXHIBITS.
Exhibit No. Description
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.3* 1998 Employee Stock Purchase Plan and form of agreements
thereunder
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wilson Sonsini Goodrich and Rosati, P.C.
(contained in Exhibit 5.1)
24.1 Power of Attorney (See page (II-3))
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-50247), as amended.