<PAGE>
As filed with the Securities and Exchange Commission on March 19, 1998
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXODUS COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0403076
-------------- ------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2650 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051
(408) 346-2200
(Address and Telephone Number of Registrant's Principal Executive Offices)
1995 STOCK OPTION PLAN
1997 EQUITY INCENTIVE PLAN
1998 EQUITY INCENTIVE PLAN
1998 DIRECTORS STOCK OPTION PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
K. B. CHANDRASEKHAR
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
EXODUS COMMUNICATIONS, INC.
2650 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051
(408) 346-2200
(Name, Address and Telephone Number of Agent For Service)
COPIES TO:
Robert A. Freedman, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 2,572,226 (1) $15.00 (2) $38,583,390 (2) $ 11,383
Common Stock, $0.001 par value 3,136,480 (3) $ 4.85 (4) $15,211,928 $ 4,488
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares available for grant as of March 18, 1998 under the 1998 Equity
Incentive Plan and 1998 Directors Stock Option Plan and available for
issuance under the 1998 Employee Stock Purchase Plan.
(2) Estimated as of March 18, 1998 pursuant to Rule 457(a) solely for the
purpose of calculating the registration fee.
(3) Shares subject to outstanding options as of March 18, 1998 under the 1995
Stock Option Plan and the 1997 Equity Incentive Plan and pursuant to non-
plan option grants.
(4) Weighted average per share exercise price for such outstanding options
pursuant to Rule 457(h)(1).
<PAGE>
EXODUS COMMUNICATIONS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's prospectus filed March 19, 1998 pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), that contains audited financial statements of
the Registrant as of December 31, 1996 and 1997 and for each of
the years in the three-year period ended December 31, 1997.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on February
12, 1998 under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities registered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
- ------- -------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------ --------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.
- ------ ---------------------------------------------------------------------
As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.
In addition, as permitted by Section 145 of the Delaware General Corporation
Law, the Bylaws of the Registrant provide that: (i) the Registrant is required
to indemnify its directors and executive officers to the fullest extent
permitted by the Delaware General Corporation Law; (ii) the Registrant may, in
its discretion, indemnify other officers, employees and agents as set forth in
the Delaware General Corporation Law; (iii) upon receipt of an undertaking to
repay such advances if indemnification is determined to be unavailable, the
Registrant is required to advance expenses, as incurred, to its directors and
executive officers to the fullest extent permitted by the Delaware General
Corporation Law in connection with a proceeding (except if a determination is
reasonably and promptly made by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the proceeding or, in
certain circumstances, by independent legal counsel in a written opinion that
the facts known to the decision-making party demonstrate clearly and
convincingly that such person acted in bad faith or in a manner that such
person did not believe to be in, or not opposed to, the best interests of the
corporation); (iv) the rights conferred in the Bylaws are not exclusive and
the Registrant is authorized to enter into indemnification agreements with its
directors, officers and employees and agents; (v) the Registrant may not
retroactively amend the Bylaw provisions relating to indemnity; and (vi) to
the fullest extent permitted by the Delaware General Corporation Law, a
director or executive officer will be deemed to have acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the Registrant and, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe that his or her conduct
was unlawful if his or her action is based on the records or books of account
of the corporation or on information supplied to him or her by officers of the
corporation in the course of
II-1
<PAGE>
their duties or on the advice of legal counsel for the corporation or on
information or records given or reports made to the corporation by independent
certified public accountants or appraisers or other experts.
The Registrant's policy is to enter into indemnification agreements with each
of its directors and executive officers. The indemnification agreements provide
that directors and executive officers will be indemnified and held harmless to
the fullest possible extent permitted by law including against all expenses
(including attorneys' fees), judgments, fines and settlement amounts paid or
reasonably incurred by them in any action, suit or proceeding, including any
derivative action by or in the right of the Registrant, on account of their
services as directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise
when they are serving in such capacities at the request of the Registrant. The
Registrant will not be obligated pursuant to the agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
(i) initiated or brought voluntarily by the indemnified party and not by way of
defense, except with respect to a proceeding to establish or enforce a right to
indemnify under the indemnification agreements or any other agreement or
insurance policy or under the Registrant's Certificate of Incorporation or
Bylaws now or hereafter in effect relating to indemnification, or authorized by
the Board of Directors or as otherwise required under Delaware statute or law,
regardless of whether the indemnified party is ultimately determined to be
entitled to such indemnification, (ii) for expenses and the payment of profits
arising from the purchase and sale by the indemnified party of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934 or any
similar successor statute or (iii) if a final decision by a court having
jurisdiction in the matter shall determine that such indemnification is not
lawful.
The indemnification agreement also provides for contribution in certain
situations in which the Registrant and a director or executive officer are
jointly liable but indemnification is unavailable, such contribution to be
based on the relative benefits received and the relative fault of the
Registrant and the director or executive officer. No contribution is allowed to
a person found guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act of 1933) from any person who was not found
guilty of such fraudulent misrepresentation.
The indemnification agreement requires a director or executive officer to
reimburse the Registrant for all expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Bylaws, the indemnification agreement or otherwise, to
be indemnified for such expenses. The form of indemnification agreement
provides that it is not exclusive of any rights a director or executive officer
may have under the Certificate of Incorporation, Bylaws, other agreements, any
majority-in-interest vote of the stockholders or vote of disinterested
directors, Delaware law or otherwise.
The indemnification provision in the Bylaws, and the form of indemnification
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's executive officers and directors for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").
As authorized by the Registrant's Bylaws, the Registrant, with approval by
the Board, expects to purchase director and officer liability insurance.
In addition, Mr. Mocarski is indemnified in certain circumstances by Fleet
Financial Group, Inc.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
- ------ --------
4.01 Registrant's Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.02 of the Registrant's Registration
Statement on Form S-1, Registration No. 333-44469 originally filed
with the Commission on February 24, 1998, as subsequently amended
(the "Form S-1")).
4.02 Form of Registrant's Amended and Restated Certificate of
Incorporation to be filed immediately following the closing of
Registrant's initial public offering (incorporated herein by
reference to Exhibit 3.04 of the Form S-1).
4.03 Registrant's Bylaws (incorporated herein by reference to Exhibit
3.06 of the Form S-1).
4.04 Registrant's 1995 Stock Option Plan and related forms of
agreements (incorporated herein by reference to Exhibit 10.02 of
the Form S-1).
II-2
<PAGE>
4.05 Registrant's 1997 Equity Incentive Plan and related forms of
agreements (incorporated herein by reference to Exhibit 10.04 of
the Form S-1).
4.06 Registrant's 1998 Equity Incentive Plan and related forms of
agreements (incorporated herein by reference to Exhibit 10.05 of
the Form S-1).
4.07 Registrant's 1998 Directors Stock Option Plan and related forms of
agreements (incorporated herein by reference to Exhibit 10.06 of
the Form S-1).
4.08 Registrant's 1998 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.07 of the Form S-1).
4.09 Nonqualified Stock Option Agreements between Registrant and K.B.
Chandrasekhar dated January 27, 1998. (incorporated herein by
reference to Exhibit 10.24 of the Form S-1).
4.10 Nonqualified Stock Option Agreement between Registrant
and Ellen M. Hancock dated March 10, 1998. (incorporated herein by
reference to Exhibit 10.25 of the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG Peat Marwick LLP, independent accountants.
24.01 Power of Attorney (see page II-5).
ITEM 9. UNDERTAKINGS.
- ------ ------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
-------- -------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
----
fide offering thereof.
- ----
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
----
fide offering thereof.
- ----
II-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-4
<PAGE>
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 Santa Clara, State of California, on this 19th day
of March, 1998.
EXODUS COMMUNICATIONS, INC.
By: /s/ K.B. Chandrasekhar
------------------------------------
K.B. Chandrasekhar
Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints K.B. Chandrasekhar and Richard S. Stoltz,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done or 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.
<TABLE>
<CAPTION>
NAME TITLE DATE
- --------------------------------- ---------------------------------- --------------
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ K.B. Chandrasekhar
- --------------------------------- Chief Executive Officer and March 19, 1998
K.B. Chandrasekhar Chairman of the Board of Directors
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ Richard S. Stolz
- --------------------------------- Chief Financial Officer and March 19, 1998
Richard S. Stoltz Chief Operating Officer
ADDITIONAL DIRECTORS:
/s/ Kanwal S. Rekhi
- --------------------------------- Director March 19, 1998
Kanwal S. Rekhi
- --------------------------------- Director
Peter A. Howley
</TABLE>
II-5
<PAGE>
/s/ Thadeus Mocarski
- --------------------------------- Director March 19, 1998
Thadeus Mocarski
/s/ John R. Dougery
- --------------------------------- Director March 19, 1998
John R. Dougery
/s/ Mark Dubovoy
- --------------------------------- Director March 19, 1998
Mark Dubovoy
/s/ Frederick W.W. Bolander
- --------------------------------- Director March 18, 1998
Frederick W.W. Bolander
- --------------------------------- Director
Max D. Hopper
/s/ Daniel S. Lynch
- --------------------------------- Director March 17, 1998
Daniel C. Lynch
II-6
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ---------- -----------
4.01 Registrant's Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.02 of the Registrant's Registration
Statement on Form S-1, Registration No. 333-44469 originally filed
with the Commission on February 24, 1998, as subsequently amended
(the "Form S-1")).
4.02 Form of Registrant's Amended and Restated Certificate of
Incorporation to be filed immediately following the closing of
Registrant's initial public offering (incorporated herein by
reference to Exhibit 3.04 of the Form S-1).
4.03 Registrant's Bylaws (incorporated herein by reference to Exhibit
3.06 of the Form S-1).
4.04 Registrant's 1995 Stock Option Plan and related forms of
agreements (incorporated herein by reference to Exhibit 10.02 of
the Form S-1).
4.05 Registrant's 1997 Equity Incentive Plan and related forms of
agreements (incorporated herein by reference to Exhibit 10.04 of
the Form S-1).
4.06 Registrant's 1998 Equity Incentive Plan and related forms of
agreements (incorporated herein by reference to Exhibit 10.05 of
the Form S-1).
4.07 Registrant's 1998 Directors Stock Option Plan and related forms of
agreements (incorporated herein by reference to Exhibit 10.06 of
the Form S-1).
4.08 Registrant's 1998 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.07 of the Form S-1).
4.09 Nonqualified Stock Option Agreements between Registrant and K.B.
Chandrasekhar dated January 27, 1998. (incorporated herein by
reference to Exhibit 10.24 of the Form S-1).
4.10 Nonqualified Stock Option Agreement between Registrant and
Ellen M. Hancock dated March 10, 1998. (incorporated herein by
reference to Exhibit 10.25 of the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG Peat Marwick LLP, independent accountants.
24.01 Power of Attorney (see page II-5).
<PAGE>
EXHIBIT 5.01
------------
March 18, 1998
Exodus Communications, Inc.
2650 San Tomas Expressway
Santa Clara, CA 95051
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission (the "Commission") on or about March 19, 1998 in connection with
the registration under the Securities Act of 1933, as amended, of an aggregate
of 5,708,706 shares of your Common Stock (the "Stock"), subject to issuance by
you upon the exercise of (a) stock options to be granted by you under the 1998
Equity Incentive Plan (the "1998 Plan") and the 1998 Directors Stock Option
Plan (the "Directors Plan"), (b) stock options granted by you under your 1995
Stock Option Plan and 1997 Equity Incentive Plan (the "1997 Plan"), which
plans had been terminated and under which no further options will be granted
(the "1995 Plan"), (c) stock options granted by you outside of any stock
option plan (the "Non-Plan Options") or (d) purchase rights granted or to be
granted under your 1998 Employee Stock Purchase Plan, as amended (the
"Purchase Plan"). The plans referred to in clauses (a) through (d) above are
collectively referred to in this letter as the "Plans"). In rendering this
opinion, we have examined the following:
(1) your registration statement on Form S-1 (File Number 333-44469)
filed with and declared effective by the Commission on March 18,
1998, together with the exhibits filed as part thereof, including
without limitation, each of the Plans and related stock option
grant and exercise agreements and each of the Non-Plan Options;
(2) your registration statement on Form 8-A filed the Commission on
February 12, 1998, declared effective by the Commission on March
18, 1998;
(3) the Registration Statement, together with the Exhibits filed as a
part thereof;
(4) the Prospectuses prepared in connection with the Registration
Statement;
(5) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your
minute books and the minute books of your predecessor, Exodus
Communications, Inc., a California corporation ("Exodus
California"), that are in our possession;
(6) the stock records for both you and Exodus California that you have
provided to us (consisting of a list of stockholders and a list of
option and warrant holders respecting your capital and of any
rights to purchase capital stock); and
(7) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and
other representations.
We have also confirmed the effectiveness of the Company's registration
under the Securities Exchange Act of 1934, as amended, by telephone call to the
offices of the Commission and have confirmed your eligibility to use Form S-8.
<PAGE>
Exodus Communications, Inc.
March 18, 1998
Page 2
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by us and the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from records
referred to above. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; however, we are not aware of any
-------
facts that would lead us to believe that the opinion expressed herein is not
accurate.
We are admitted to practice law in the State of California, and we
express no opinion herein with respect to the application or effect of the laws
of any jurisdiction other than the existing laws of the State of California and
the existing Delaware General Corporation Law without reference to case law or
secondary sources.
Based upon the foregoing, it is our opinion that the 5,708,706 shares
of Stock that may be issued and sold by you upon the exercise of (a) stock
options to be granted under the 1998 Plan or the Directors Plan, (b) stock
options granted under the 1995 Plan, the 1997 Plan or the Non-Plan Options and
(c) purchase rights granted or to be granted under the Purchase Plan, when
issued and sold in accordance with the applicable plan and stock option or
purchase agreements to be entered into thereunder, and in the manner referred
to in the relevant Prospectus associated with the Registration Statement, will
be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended solely for your use as an exhibit to the Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Eileen Duffy Robinett
-------------------------------
Eileen Duffy Robinett
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Exodus Communications, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 dated March 19, 1998, of our report dated February 13, 1998, except
as to Note 8 which is as of March 10, 1998, relating to the balance sheets of
Exodus Communications, Inc. as of December 31, 1996 and 1997, and the related
statements of operations, stockholders' (deficit) equity and cash flows for
each of the years in the three-year period ended December 31, 1997, which
report appears in the Registration Statement (No. 333-44469) on Form S-1 of
Exodus Communications, Inc.
KPMG PEAT MARWICK LLP
Mountain View, California
March 19, 1998
