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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INKTOMI CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 94-3238130
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(State of incorporation or organization) (IRS Employer I.D. No.)
1900 South Norfolk Street, Suite 310, San Mateo, California 94403
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(Address of principal executive offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates (if
applicable): 333-50274
Securities to be registered pursuant to Section 12(b) of the Act:
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
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Item 1. Description of Registrant Securities to be Registered
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The class of securities to be registered hereunder is Common Stock,
$0.001 par value per share, of the Registrant. The description of capital stock
set forth under the caption "Description of Capital Stock" in the Prospectus
included in the Registration Statement on Form S-1 (File No. 333-50274), as
originally filed and subsequently amended (the "S-1 Registration Statement"),
which Registration Statement on Form S-1 was originally filed with the
Securities and Exchange Commission by the Registrant on April 16, 1998, and was
subsequently amended on May 1, 1998 and on May 22, 1998, is incorporated herein
by reference.
Item 2. Exhibits
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The following exhibits are filed as a part of this registration
statement:
1.1(1) Specimen certificate for the Registrant's Common Stock;
2.1(2) Amended and Restated Certificate of Incorporation of the
Registrant, as currently in effect;
2.2(3) Amended and Restated Certificate of Incorporation to be filed
immediately after the closing of the offering to be made under
the S-1 Registration Statement;
2.3(4) Amended and Restated Bylaws of the Registrant, as currently in
effect;
2.4(5) Bylaws of the Registrant to be in effect after the closing
of the offering to be made under the S-1 Registration
Statement.
(1) Incorporated by reference to Exhibit 4.1 to the Registrant's S-1
Registration Statement.
(2) Incorporated by reference to Exhibit 3.1 to the Registrant's S-1
Registration Statement.
(3) Incorporated by reference to Exhibit 3.2 to the Registrant's S-1
Registration Statement.
(4) Incorporated by reference to Exhibit 3.3 to the Registrant's S-1
Registration Statement.
(5) Incorporated by reference to Exhibit 3.4 to the Registrant's S-1
Registration Statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: May 22, 1998 INKTOMI CORPORATION
By: /s/ JERRY M. KENNELLY
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Jerry M. Kennelly
Vice President of Finance, Chief
Financial Officer and Secretary
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Index to Exhibits
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1.1 Specimen Certificate of the Registrant's Common Stock Incorporated
by Reference
2.1 Amended and Restated Certificate of Incorporation Incorporated
by Reference
2.2 Amended and Restated Certificate of Incorporation to be Incorporated
filed immediately after the closing of the offering by Reference
2.3 Amended and Restated Bylaws of the Registrant, as Incorporated
currently in effect by Reference
2.4 Bylaws of the Registrant to be in effect after the Incorporated
closing of the offering by Reference
