<PAGE>
As filed with the Securities and Exchange Commission on June 16, 1999
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
INKTOMI CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 94-3238130
1900 South Norfolk St.
(State or other jurisdiction of Suite 310 (IRS Employer
incorporation or organization) San Mateo, CA 94403 Identification Number)
(650) 653-2800
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
</TABLE>
-------------------------------
Timothy Stevens
Vice President of Corporate and Legal Affairs and General Counsel
INKTOMI CORPORATION
1900 South Norfolk St.
Suite 310
San Mateo, CA 94403
(650) 653-2800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------------
Copies to:
Douglas H. Collom, Esq.
Priya Cherian Huskins, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
-------------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Each Class Amount Maximum Maximum
of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 2,136,068 shares $89.875 $191,979,111.50 $53,370.19
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, based on the average of the high and low sales prices as
reported on the Nasdaq National Market on June 14, 1999.
-------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the SEC, acting pursuant to said Section
8(a), may determine.
================================================================================
<PAGE>
PROSPECTUS (Subject to completion)
- ----------
Dated June 16, 1999
Inktomi Corporation
1900 South Norfolk St.
Suite 310
San Mateo, CA 94403
Telephone Number: (650) 653-2800
2,136,068 Shares
INKTOMI CORPORATION
COMMON STOCK
-------------------------------
These shares may be offered and sold from time to time by certain
stockholders of Inktomi identified in this prospectus. See "Selling
Stockholders." The selling stockholders acquired the shares on either April 30,
1999 in connection with Inktomi Corporation's ("Inktomi") acquisition of Impulse
Buy Network, Inc., or on September 25, 1998 in connection with Inktomi's
acquisition of C2B Technologies, Inc.
The selling stockholders will receive all of the net proceeds from the sale
of the shares. These stockholders will pay all underwriting discounts and
selling commissions, if any, applicable to the sale of the shares. Inktomi will
not receive any proceeds from the sale of the shares.
You should consider carefully the risk factors beginning on page 5 of this
prospectus before purchasing any of the common stock offered hereby.
Inktomi's common stock is quoted on the Nasdaq National Market under the
symbol "INKT." On June 14, 1999, the last reported sale price of the common
stock was $84.75 per share.
-------------------------------
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
-------------------------------
June 16, 1999
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information.........................................................3
Information Incorporated by Reference.........................................3
Forward Looking Information...................................................4
Risk Factors..................................................................5
Use of Proceeds..............................................................15
Selling Stockholders.........................................................15
Plan of Distribution.........................................................25
Legal Matters................................................................26
Experts......................................................................26
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell, and
seeking offers to buy, shares of Inktomi common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of the shares.
In this prospectus, "Inktomi," "we," "us," and "our" refer to Inktomi
Corporation and its subsidiaries.
2
<PAGE>
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements, and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov. Additional information about us may
be found on our web site at http://www.inktomi.com. Information contained on
----------------------
Inktomi's web site does not constitute part of this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below, and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), until the selling stockholders
sell all the shares. This prospectus is part of a Registration Statement we
filed with the SEC (Registration No. _______). The documents we incorporate by
reference are:
1. Inktomi's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998;
2. Inktomi's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
3. Inktomi's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998;
4. Inktomi's Current Report on Form 8-K dated May 13, 1999 relating to the
acquisition of Impulse Buy Network, Inc.;
5. Inktomi's Current Report on Form 8-K dated December 29, 1998 relating
to Inktomi's stock split;
6. Inktomi's Current Report on Form 8-K dated November 6, 1998 relating to
the pooling of interests resulting from Inktomi's acquisition of C2B
Technologies, Inc.;
7. Inktomi's Current Report on Form 8-K dated October 9, 1998, as amended
November 2, 1998, relating to the acquisition of C2B Technologies,
Inc.; and
8. The description of Inktomi's common stock contained in its Registration
Statement on Form 8-A as filed with the SEC on May 22, 1998.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: General Counsel, Inktomi Corporation,
1900 South Norfolk Street, Suite 310, San Mateo, CA 94403; telephone number
(650) 653-2800.
3
<PAGE>
FORWARD LOOKING INFORMATION
This prospectus, including the information incorporated by reference
herein, contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Exchange Act. Our actual results could differ materially from those
projected in the forward-looking statements as a result of the risk factors set
forth below. In particular, please review the sections captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our
annual report on Form 10-K for the fiscal year ended September 30, 1998, and our
quarterly report on Form 10-Q for the quarter ended March 31, 1999, which
reports are incorporated herein by reference and such section of any
subsequently filed Exchange Act reports. In connection with forward-looking
statements which appear in these disclosures, prospective purchasers of the
shares offered hereby should carefully consider the factors set forth in this
prospectus under "Risk Factors."
4
<PAGE>
RISK FACTORS
Limited Operating History
Inktomi was founded in February 1996 and has a limited operating history.
An investor in our Common Stock must consider the risks and difficulties
frequently encountered by early stage companies in new and rapidly evolving
markets. These risks include our:
. substantial dependence on products with only limited market acceptance;
. need to expand our sales and support organizations;
. competition;
. need to manage changing operations;
. customer concentration;
. reliance on strategic relationships; and
. dependence upon key personnel.
We also depend on the growing use of the Internet for commerce and
communication and on general economic conditions. We cannot be certain that our
business strategy will be successful or that we will successfully address these
risks.
History of Losses and Expectation of Future Losses
We incurred net losses of $3.5 million for the period from inception
through September 30, 1996, $10.4 million for the year ended September 30, 1997,
$22.4 million for the year ended September 30, 1998 and $10.4 million for the
six months ended March 31, 1999. As of March 31, 1999, we had an accumulated
deficit of $46.6 million. We have not achieved profitability and expect to
continue to incur net losses for at least the next several quarters. We expect
to continue to incur significant sales and marketing, product development and
administrative expenses across all lines of business, and in particular in our
shopping engine business as we continue to develop and enhance our shopping
technology, integrate Impulse Buy into our operations and initiate new sales and
marketing efforts. As a result, we will need to generate significant revenues
to achieve and maintain profitability. Although our revenues have grown in
recent quarters, we cannot be certain that this growth will continue at the same
rates or that we will achieve sufficient revenues for profitability. If we do
achieve profitability, we cannot be certain that we can sustain or increase
profitability on a quarterly or annual basis in the future.
Substantial Dependence on Traffic Server; Uncertainty of Market Acceptance
Our future growth substantially depends on the commercial success of our
Traffic Server network cache product, which we have licensed to only a small
number of customers. We are initially targeting telecommunications carriers and
Internet service providers for our Traffic Server product, although we are
expanding our customer prospects to include Internet hosting providers, OEM
customers and large enterprise customers. Our ability to generate substantial
and sustained revenues from our Traffic Server product is dependent upon
achieving sales penetration in each of these market segments. The market for
large-scale network caching is in its infancy, and we are not certain our target
customers will widely adopt and deploy caching
5
<PAGE>
technology throughout their networks. Even if they do so, they may not choose
our Traffic Server network cache product for technical, cost, support or other
reasons. Although we have tested our Traffic Server product prior to making it
available to customers, we cannot be certain that we have found and fixed all
significant performance errors. If our target customers do not widely adopt and
purchase our Traffic Server product, our business, financial condition and
results of operations will be adversely affected.
Long Sales Cycle for Traffic Server
To date, our customers have taken a long time to evaluate Traffic Server
and many people have been involved in the process. Along with our distribution
partners, we spend a lot of time educating and providing information to our
prospective customers regarding the use and benefits of Traffic Server. Even
after purchase, our customers tend to deploy Traffic Server slowly and
deliberately, depending on the skill set of the customer, the size of the
deployment, the complexity of the customer's network environment, and the
quantity of hardware and the degree of hardware configuration necessary to
deploy Traffic Server. The long sales and implementation cycles for Traffic
Server may cause license revenues and operating results to vary significantly
from period to period.
Risks Associated with Internet Search Engine Service
Our search services revenues result primarily from the number of end-user
searches that are processed by our search engine and the level of advertising
revenue generated by our Internet portal and other web site customers. Our
agreements with customers do not require them to direct end users to our search
services or to use the search service at all. For example, In January 1999,
Microsoft announced that it had signed an agreement to license certain online
communications technologies to a third party and in exchange would adopt the
search technology provided by the third party as the primary search engine for
the MSN Network, replacing our search engine. Accordingly, revenues from search
services are highly dependent upon the willingness of customers to promote and
use the search services we provide, the ability of our customers to attract end
users to their online services, the volume of end-user searches that are
processed by our search engine, and the ability and willingness of customers to
sell advertisements on the Internet pages viewed by end users.
Our search contracts require us to meet specific requirements, including
the features provided, performance, the size of the Internet database
maintained, the frequency of updating the search database and reliability. In
addition, we believe it important to maintain features and functionality that
are not explicitly covered in our search agreements, such as high relevance of
search results. The volume of search queries processed by our search engine has
grown significantly, which has placed some strain on our operational capability
to meet customer requirements. If we do not meet these requirements, customers
may cancel our service or choose to use a separate service. We provide our
search engine services from multiple data centers, all of which are housed at
facilities operated by a single source hosting provider. Circumstances outside
of our control such as fires, earthquakes, power failures, telecommunications
failures, sabotage, unauthorized intrusions to our databases and similar events
could occur that may bring down one or more of our data centers. For example, in
June 1998, lightning struck the facility housing our data center in Virginia and
interrupted service from this center. In addition, our data center hosting
provider has experienced network failures from time to time, which has also
interrupted our service. Service interruptions for any reason would reduce our
revenues and could result in contract cancellations.
Risks Associated with Internet Shopping Engine
In September 1998, we acquired C2B Technologies, Inc. to accelerate our
entry into the online comparison shopping business. Our Internet shopping
engine is still under development and is available only
6
<PAGE>
in "preview" versions. Like our Internet search engine, we plan to make our
Internet shopping engine available to Internet portals and other web site
customers and will not develop our own branded online shopping site. We are
developing the shopping engine to enable Internet portals to provide shopping
services to their end users. In April 1999, we acquired Impulse Buy to
supplement the functionality of our shopping engine. We are still developing the
business model for our shopping engine and anticipate that revenues will be
generated by revenue sharing arrangements with online merchants, and by per-
query search fees, advertising revenue and license, support and maintenance fees
from Internet portals and other web site customers. The success of our shopping
engine will depend on our ability to establish and maintain strong relationships
with customers and online merchants, the dollar volume of online purchases
generated by participating merchants, and the level of advertising revenues
generated by customers. In addition, the shopping engine will need to collect
and organize vast amounts of electronic information from online merchants and
publishers of comparative product information, which is a highly complex task.
Developing these capabilities and other required features for the shopping
engine will require significant additional expenses and management and
development resources. Much of this investment is required in advance of
generating revenues, which have not been significant to date and are expected to
be modest for the next few quarters. We cannot be certain that our entry into
the online shopping business will be successful.
Quarterly Financial Results are Subject to Significant Fluctuations
Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors, including:
. demand for our products and services;
. the timing of sales of our products and services;
. loss of customers
. changes in the growth rate of Internet usage;
. delays in introducing new products and services;
. new product introductions by competitors;
. changes in our pricing policies or the pricing policies of our
competitors;
. the mix of products and services sold;
. the mix of sales channels through which our products and services are
sold;
. the mix of domestic and international sales;
. costs related to acquisitions of technology or businesses; and
. economic conditions generally as well as those specific to the Internet
and related industries.
We expect that a significant portion of our future revenues will come from
licenses of Traffic Server. We further expect that such revenues will come from
licenses of Traffic Server to a small number of customers. The volume and timing
of orders are difficult to predict because the market for Traffic Server is in
its infancy
7
<PAGE>
and the sales cycle may vary substantially from customer to customer. The
cancellation or deferral of even a small number of licenses of Traffic Server
would reduce our expected revenues, which would adversely affect our quarterly
financial performance. To the extent significant sales occur earlier than
expected, operating results for later quarters may not compare favorably with
operating results from earlier quarters.
Quarterly revenues and operating results generated by our search engine
business generally depend on per-query fees and shared advertising revenues
received from our search engine customers within the quarter. Advertising
revenues generated by our customers are pursuant to short-term contracts and are
subject to seasonal trends in advertising sales. Revenues from per-query fees
depend on the volume of end-user search queries processed by our search engine.
Reduced advertising sales, a low level of usage by end users or the cancellation
or deferral of any customer contract would reduce our expected revenues, which
could adversely affect our quarterly financial performance.
Inktomi is still developing the business model for its shopping engine and
anticipates that revenues will be generated by revenue sharing arrangements with
online merchants, and by per-query search fees, advertising revenue and license,
support and maintenance fees from Internet portals and other web site customers.
Revenues from online shopping have not been significant to date and are expected
to be modest for the next few quarters. We plan to significantly increase our
operating expenses to launch and support our online shopping business, expand
our sales and marketing operations, broaden our customer support capabilities,
establish new search engine and shopping engine data centers, develop new
distribution channels, and fund greater levels of research and development. Our
operating expenses are largely based on anticipated revenue trends and a high
percentage of our expenses are fixed in the short term. As a result, a delay in
generating or recognizing revenue for the reasons set forth above or for any
other reason could cause significant variations in our operating results from
quarter to quarter and could result in substantial operating losses.
Due to the foregoing factors, we believe that quarter-to-quarter
comparisons of our operating results are not a good indication of our future
performance. It is likely that in some future quarter, our operating results may
be below the expectations of public market analysts and investors. In this
event, the price of our Common Stock may fall.
Need to Expand Sales and Support Organizations
We will need to substantially expand our direct and indirect sales
operations, both domestically and internationally, in order to increase market
awareness and sales of our products. Our products and services require a
sophisticated sales effort targeted at several people within our prospective
customers. We have recently expanded our direct sales force and plan to hire
additional sales personnel. Competition for qualified sales personnel is
intense, and we might not be able to hire the kind and number of sales personnel
we are targeting. In addition, we believe that our future success is dependent
upon establishing and maintaining productive relationships with a variety of
distribution partners, including resellers, master distributors and OEM
partners. We seek to sign up distribution partners that have a substantial
amount of technical expertise in the computer network and telecommunications
industry. Even with this expertise, our distribution partners generally require
a significant amount of training and support. We cannot be certain that we will
be successful in signing up desired distribution partners on a timely basis or
at all or that our distribution partners will devote adequate resources or have
the technical and other sales capabilities to sell our products.
Similarly, the complexity of our products and the difficulty of installing
them require highly trained customer service and support personnel. We currently
have a small customer service and support organization and will need to increase
our staff to support new customers, new product lines (such as the recent
addition of our shopping engine) and the expanding needs of existing customers.
Hiring customer service and support
8
<PAGE>
personnel is very competitive in our industry due to the limited number of
people available with the necessary technical skills and understanding of the
Internet.
Our Markets are Highly Competitive
We compete in markets that are new, intensely competitive, highly
fragmented and rapidly changing. We face competition in the overall network
infrastructure market as well as the network cache and Internet search and
online shopping segments of this market. We have experienced and expect to
continue to experience increased competition from current and potential
competitors, many of which have significantly greater financial, technical,
marketing and other resources.
Competition in the network cache market continues to intensify as new
solutions are coming on the market and several companies are forming technology
alliances and OEM relationships to sell their products. In the network cache
market, we compete with several companies, including CacheFlow, Inc., Cisco
Systems, Inc., InfoLibria, Inc., Microsoft Corporation, Mirror Image Internet,
Inc., Netscape Communications Corp., Network Appliance, Inc., Novell, Inc., and
Spyglass, Inc. We also compete against freeware caching solutions including
CERN, Harvest and Squid. We are aware of numerous other major software
developers as well as smaller entrepreneurial companies that are focusing
significant resources on developing and marketing products and services that
will compete with Traffic Server. We believe that Traffic Server may face
competition from other providers of hardware and software offering competing
solutions to network infrastructure problems, including networking hardware and
companion software manufacturers such as Ascend Communications, Inc., Bay
Networks, Inc., Ciena Corporation, IBM Corporation and Lucent Technologies,
Inc.; hardware manufacturers such as Compaq Computer Corp., Dell Computer Corp.,
Hewlett-Packard Company, Intel Corporation, Motorola, Inc. and Sun Microsystems,
Inc.; telecommunications providers such as AT&T, Inc., MCI Worldcom, Inc., and
regional Bell operating companies; cable TV/communications providers such as
Continental Cablevision, Inc., TimeWarner, Inc. and regional cable operators;
software database companies such as Informix Corporation, Oracle Corporation and
Sybase, Inc.; and large diversified software and technology companies including
Microsoft, Netscape and others. Cisco Systems, Microsoft and Netscape provide or
have announced their intentions to provide a range of software and hardware
products based on Internet protocols and to compete in the broad
Internet/intranet software market as well as in specific market segments in
which we compete.
We compete with a number of companies to provide Internet search services,
many of which have operated services in the market for a longer period, have
greater financial resources, have established marketing relationships with
leading online services and advertisers, and have secured greater presence in
distribution channels. Traditionally, these companies have provided search
services directly to end users through their own web sites and have supplied
search services to third party web sites as a supplement to this business.
However, we are facing increased competition from several newer competitors that
are following our business model of providing Internet search services primarily
to Internet portals and other web site customers. These newer competitors have
focused on search result relevance and ease of use in providing their service.
We currently compete with companies including Ask Jeeves, Inc., Compaq Computer
Corporation (Alta Vista), Direct Hit Technologies, Inc., Excite, Inc., Google,
Inc., Infoseek Corporation, Lycos Corporation, and Northern Light, Inc. In
addition, large media companies such as The Walt Disney Company and NBC
Enterprises, and other Internet-based companies such as America Online, Inc. and
At Home Corporation have recently made investments in or acquired Internet
search engine companies and we believe that other large media enterprises may
enter or expand their presence in the Internet search engine market, either
directly or indirectly through collaborations or other strategic alliances.
9
<PAGE>
The market for our shopping engine application is rapidly evolving and
intensely competitive. Our current and potential competitors include other
providers of shopping technologies and services including Jango.com, owned by
Excite, Junglee, recently acquired by Amazon.com, Inc., and mySimon.com, Inc.;
and various online retailers and aggregators of merchandise including
Amazon.com, Bottom Dollar, owned by WebCentric, Inc., eBay, Inc.,
InfoSpace.com,Inc. and Yahoo! Inc. We believe the principal factors that will
draw end users to an online shopping application include brand availability,
selection, personalized services, convenience, price, accessibility, customer
services, quality of search tools, quality of content, and reliability and speed
of fulfillment for products ordered. We will have little or no control over many
of these factors.
Our competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements than we can. In addition, our
current and potential competitors may bundle their products with other software
or hardware, including operating systems and browsers, in a manner that may
discourage users from purchasing products offered by us. Also, current and
potential competitors have greater name recognition, more extensive customer
bases that could be leveraged, and access to proprietary content. Increased
competition could result in price reductions, fewer customer orders, fewer
search queries served, reduced gross margins and loss of market share.
Need to Manage Changing Operations
Our ability to successfully offer products and services and implement our
business plan in a rapidly evolving market requires an effective planning and
management process. We continue to increase the scope of our operations
domestically and internationally and have grown our headcount substantially. At
September 30, 1997, we had a total of 67 employees and at March 31, 1999 we had
a total of 261 employees. This growth has placed, and our anticipated future
operations will continue to place, a significant strain on our management
systems and resources. We expect that we will need to continue to improve our
financial and managerial controls and reporting systems and procedures, enhance
our internal and external security systems, and will need to continue to expand,
train and manage our work force worldwide. Furthermore, we expect that we will
be required to manage multiple relationships with various customers, merchants
and other third parties.
In October 1998, we entered into an 11-year lease for 177,000 square feet
of new office space in Foster City, California. We anticipate that the lease
will commence in June 1999. The lease is for more space than we will need for
the next several years. The commercial real estate market in San Mateo County,
California is volatile and unpredictable in terms of rental fees, occupancy
rates and preferred locations. If we fail to sublease a significant portion or
all of our existing space or a substantial portion of our new space, we will
incur substantial additional operating expense during the lease term.
Dependence Upon Key Personnel
We intend to hire a significant number of additional sales, support,
marketing, and research and development personnel in calendar 1999 and beyond.
Competition for these individuals is intense, and we may not be able to attract,
assimilate or retain additional highly qualified personnel in the future. Our
future success also depends upon the continued service of our executive officers
and other key sales, marketing and support personnel. In addition, our products
and technologies are complex and we are substantially dependent upon the
continued service of our existing engineering personnel, and especially our
founders. None of our officers or key employees is bound by an employment
agreement for any specific term. Our relationships with these officers and key
employees are at will. We do not have "key person" life insurance policies
covering any of our employees.
10
<PAGE>
Customer Concentration
We have generated a substantial portion of our historical search services
revenues and network applications revenues from a limited number of customers.
We expect that a small number of customers will continue to account for a
substantial portion of revenues for the foreseeable future. As a result, if we
lose a major customer, or in the case of our search engine business, if there is
a decline in usage of any customer's search service, our revenues would be
adversely affected. In addition, we cannot be certain that customers that have
accounted for significant revenues in past periods, individually or as a group,
will continue to generate revenues in any future period.
Risks of Infringement and Proprietary Rights
Our products and services operate in part by making copies of material
available on the Internet and other networks and making this material available
to end users from a central location. This creates the potential for claims to
be made against us (either directly or through contractual indemnification
provisions with customers) for defamation, negligence, copyright or trademark
infringement, personal injury, invasion of privacy or other legal theories based
on the nature, content or copying of these materials. These claims have been
threatened against us from time to time, and have been brought, and sometimes
successfully pressed, against online service providers in the past. It is also
possible that if any information provided through our search engine or shopping
engine, or information that is copied and stored by customers that have deployed
Traffic Server, such as stock quotes, analyst estimates or other trading
information, contains errors, third parties could make claims against us for
losses incurred in reliance on this information. Although we carry general
liability insurance, our insurance may not cover potential claims of this type
or may not be adequate to protect us from all liability that may be imposed.
Our success and ability to compete are substantially dependent upon our
internally developed technology, which we protect through a combination of
patent, copyright, trade secret and trademark law. We generally enter into
confidentiality or license agreements with our employees, consultants and
corporate partners, and generally control access to and distribution of our
software, documentation and other proprietary information. Despite our efforts
to protect our proprietary rights, unauthorized parties may attempt to copy or
otherwise obtain and use our products or technology. Policing unauthorized use
of our products is difficult, and we cannot be certain that the steps we have
taken will prevent misappropriation of our technology, particularly in foreign
countries where the laws may not protect our proprietary rights as fully as in
the United States.
Substantial litigation regarding intellectual property rights exists in the
software industry. We expect that software products may be increasingly subject
to third-party infringement claims as the number of competitors in our industry
segments grows and the functionality of products in different industry segments
overlaps. Lycos has announced that it is the exclusive licensee of a patent
covering a method of crawling information on the Internet, and that it may bring
actions against companies that it believes are infringing this patent in the
future. We also believe that many of our competitors in the network cache
business have filed or intend to file patent applications covering aspects of
their technology that they may claim our technology infringes. We cannot be
certain that Lycos or other third parties will not make a claim of infringement
against us with respect to our products and technology. Any claims, with or
without merit, could be time-consuming to defend, result in costly litigation,
divert management's attention and resources, cause product shipment delays or
require us to enter into royalty or licensing agreements. These royalty or
licensing agreements, if required, may not be available on acceptable terms, if
at all. A successful claim of product infringement against us and our failure or
inability to license the infringed or similar technology could adversely affect
our business.
11
<PAGE>
Rapid Technological Change
The network infrastructure market is characterized by rapid technological
change, frequent new product introductions, changes in customer requirements and
evolving industry standards. The introduction of products embodying new
technologies and the emergence of new industry standards could render our
existing products obsolete. Our future success will depend upon our ability to
develop and introduce a variety of new products and product enhancements to
address the increasingly sophisticated needs of our customers. The increasing
scope of our business has led us to allocate additional resources on executing
against our current business opportunities and fewer resources on longer term
projects. We have experienced delays in releasing new products and product
enhancements and may experience similar delays in the future. Material delays in
introducing new products and enhancements may cause customers to forego
purchases of our products and purchase those of our competitors.
Dependence on Strategic Relationships
We believe that our success in penetrating our target markets depends in
part on our ability to develop and maintain strategic relationships with key
hardware and software vendors, distribution partners and customers. We believe
these relationships are important in order to validate our technology,
facilitate broad market acceptance of our products, and enhance our sales,
marketing and distribution capabilities. If we are unable to develop key
relationships or maintain and enhance existing relationships, we may have
difficulty selling our products and services.
We have from time to time licensed minor components from others such as
reporting functions and security features and incorporated them into our
products. If these licensed components are not maintained, it could impair the
functionality of our products and require us to obtain alternative products from
other sources or to develop this software internally, either of which could
involve costs and delays as well as diversion of engineering resources.
Risks Associated with International Operations
We market and sell our products in the United States and internationally.
We have offices in England, Germany, Korea and Japan to market and sell our
products in those countries and surrounding regions. We plan to establish
additional facilities in other parts of the world. The expansion of our existing
international operations and entry into additional international markets will
require significant management attention and financial resources. We cannot be
certain that our investments in establishing facilities in other countries will
produce desired levels of revenue. We currently have limited experience in
developing localized versions of our products and marketing and distributing our
products internationally. In addition, international operations are subject to
other inherent risks, including:
. the impact of recessions in economies outside the United States;
. greater difficulty in accounts receivable collection and longer
collection periods;
. unexpected changes in regulatory requirements;
. difficulties and costs of staffing and managing foreign operations;
. reduced protection for intellectual property rights in some countries;
. potentially adverse tax consequences; and
12
<PAGE>
. political and economic instability.
Our international expenses are generally denominated in local currencies.
We do not currently engage in currency hedging activities. Although exposure to
currency fluctuations to date has been insignificant, future fluctuations in
currency exchange rates may adversely affect results of international
operations.
Year 2000 Risks
Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. As a result, software
that records only the last two digits of the calendar year may not be able to
distinguish whether "00" means 1900 or 2000. This may result in software
failures or the creation of erroneous results.
We are in the early stages of assessing our Year 2000 readiness. We have
only conducted a preliminary investigation and performed limited testing to
determine whether our Traffic Server and search engine software are Year 2000
compliant. We have not performed any evaluation regarding our shopping engine
application. Our software products operate in complex network environments and
directly and indirectly interact with a number of other hardware and software
systems. Despite preliminary investigation and testing by us and our partners,
our software products and the underlying systems and protocols running our
products may contain errors or defects associated with Year 2000 date functions.
We are unable to predict to what extent our business may be affected if our
software or the systems that operate in conjunction with our software experience
a material Year 2000 failure. Known or unknown errors or defects that affect the
operation of our software could result in delay or loss of revenue, interruption
of search or shopping services, cancellation of customer contracts, diversion of
development resources, damage to our reputation, increased service and warranty
costs, and litigation costs, any of which could adversely affect our business,
financial condition and results of operations.
Risks Associated with Potential Acquisitions
We have purchased two companies during the last three quarters and intend
to continue to make investments in complementary companies, products or
technologies in the future. If we buy a company, we could have difficulty in
assimilating that company's personnel and operations. In addition, the key
personnel of the acquired company may decide not to work for us. If we make
other types of acquisitions, we could have difficulty in assimilating the
acquired technology or products into our operations. These difficulties could
disrupt our ongoing business, distract our management and employees and increase
our expenses. Furthermore, we may have to incur debt or issue equity securities
to pay for any future acquisitions, the issuance of which could be dilutive to
Inktomi or our existing stockholders.
Government Regulation and Legal Uncertainties
Laws and regulations directly applicable to communications and commerce
over the Internet are becoming more prevalent. The most recent session of the
United States Congress resulted in Internet laws regarding children's privacy,
copyrights, taxation and the transmission of sexually explicit material. The
European Union recently enacted its own privacy regulations, and is currently
considering copyright legislation that may extend the right of reproduction held
by copyright holders to include the right to make temporary copies for any
reason. The law of the Internet, however, remains largely unsettled, even in
areas where there has been some legislative action. It may take years to
determine whether and how existing laws such as those governing intellectual
property, privacy, libel and taxation apply to the Internet. In addition, the
growth and development of the market for online commerce may prompt calls for
more stringent consumer protection laws, both in the
13
<PAGE>
United States and abroad, that may impose additional burdens on companies
conducting business online. The adoption or modification of laws or regulations
relating to the Internet could adversely affect our business.
Potential Volatility of Stock Price
The market price of our Common Stock has fluctuated in the past and is
likely to fluctuate in the future. In addition, the securities markets have
experienced significant price and volume fluctuations and the market prices of
the securities of Internet-related companies have been especially volatile.
Investors may be unable to resell their shares of our Common Stock at or above
the offering price. In the past, companies that have experienced volatility in
the market price of their stock have been the object of securities class action
litigation. If we were the object of securities class action litigation, it
could result in substantial costs and a diversion of management's attention and
resources.
14
<PAGE>
USE OF PROCEEDS
Inktomi will not receive any proceeds from the sale of the shares by the
selling stockholders. All net proceeds from the sale of Inktomi Common Stock
will go to the stockholders who offer and sell their shares.
SELLING STOCKHOLDERS
The following table sets forth certain information, as of June 16, 1999,
with respect to the number of shares of common stock owned by the selling
stockholders named below and as adjusted to give effect to the sale of the
shares offered hereby. The shares are being registered to permit public
secondary trading of the shares, and the selling stockholders may offer the
shares for resale from time to time.
The shares being offered by the selling stockholders were acquired from
Inktomi in either Inktomi's acquisition of Impulse Buy Network, Inc. pursuant to
an Agreement and Plan of Reorganization dated April 21, 1999, or Inktomi's
acquisition of C2B Technologies, Inc. pursuant to an Agreement and Plan of
Reorganization dated August 31, 1998. In both acquisitions, the shares of
common stock were issued pursuant to an exemption from the registration
requirements of the Securities Act. The selling stockholders represented to
Inktomi that they were acquiring the shares for investment and with no present
intention of distributing the shares.
Inktomi has filed with the SEC, under the Securities Act, a registration
statement on Form S-3 (the "Registration Statement") of which this prospectus
forms a part, with respect to the resale of the shares from time to time on The
Nasdaq National Market or in privately-negotiated transactions. In the
Declaration of Registration Rights made and executed by Inktomi on April 21,
1999 pursuant to an Agreement and Plan of Reorganization dated April 21, 1999,
Inktomi has agreed to use its best efforts to keep the Registration Statement
effective for 180 days or, if earlier, the date that all shares have been sold.
In the Registration Rights Agreement dated September 25, 1998, executed pursuant
to an Agreement and Plan of Reorganization dated August 31, 1999, Inktomi agreed
to allow former shareholders of C2B Technologies to register on the Registration
Statement shares of Inktomi stock that they received pursuant to the August 31,
1999 Agreement and Plan of Reorganization.
The shares offered by this prospectus may be offered from time to time by
the selling stockholders named below:
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling to the Being Owned After
Stockholder Address of Selling Stockholder Offering Offered the Offering
- ------------------------ ----------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Former C2B
Shareholders
Alamo Partners c/o Bass Companies, 201 Main Street, #2600 14,594 14,594 0
Ft. Worth, TX 76102
Alexander, Jim 6 Edgewood Lane, Bronxville, NY 10708-1905 1,125 1,125 0
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling to the Being Owned After
Stockholder Address of Selling Stockholder Offering Offered the Offering
- ------------------------ ----------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Amram, Joseph 718 Loma Verde Avenue, Palo Alto, CA 20,612 20,612 0
94303-4144
Anderson, Chris c/o Millenium Asset Mgmt, 150 N. Hill Drive 3,124 3,124 0
Suite 40, Brisbane, CA 94005
April, Rand 300 South Grand, Suite 3400, Los Angeles, CA 23,602 23,602 0
90071
Bass, Hyatt Anne c/o Bass Companies, 201 Main Street, #2600 8,108 8,108 0
Ft. Worth, TX 76102-3105
Bass, Lee c/o Bass Companies, 201 Main Street, #2600 9,728 9,728 0
Ft. Worth, TX 76102-3105
Bass, Samantha Sims c/o Bass Companies, 201 Main Street #2600 8,108 8,108 0
Ft. Worth, TX 76102-3105
Bass, Sid c/o Bass Companies, 201 Main Street #2600 8,108 8,108 0
Ft. Worth, TX 76102-3105
Boboff, Peter 3377 Pacific Avenue, San Francisco, CA 94118 83,810 83,810 0
Borenstein Family 60 Bay Way, San Rafael, CA 94901 52,878 52,878 0
Trust, The
Broad, Eli Attn: Cindy Quane, 1999 Avenue of the Stars 31,248 31,248 0
Suite 3170, Los Angeles, CA 90067-4612
Clair/MacLean, 21100 Saratoga Hills Rd., Saratoga, CA 6,250 6,250 0
Mike & Audrey 95070-5373
Cloister, L.P. 27400 Nortwestern Hwy., Southfield, MI 624 624 0
48034-4724
Coley, Stephen 1 First National Plaza #2900, Chicago, IL 4,250 4,250 0
60603-2003
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling to the Being Owned After
Stockholder Address of Selling Stockholder Offering Offered the Offering
- ------------------------ ----------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Crisp, Peter 103 Horseshoe Road, Mill Neck, NY 11765-1005 3,124 3,124 0
Cypress VI Partners c/o RN Compton, Eber International, 320 Paul 12,581 12,581 0
Avenue, San Francisco, CA 94124-3123
Dellar, Carl 14008 Shady Oak Ct., Saratoga, CA 95070 48,632 48,632 0
Draper DFIV Partners 7821 Horseshoe Lane, Potomac, MD 20854-3828 5,074 5,074 0
Draper Fisher 400 Seaport Ct., Suite 250, Redwood City, CA 32 32 0
Associates Fund IV, 94063-2767
L.P.
Draper Fisher Mgmt. Co. 400 Seaport Ct., Suite 250, Redwood City, CA 5,682 5,682 0
94063-2767
Draper Fisher Partners 400 Seaport Ct., Suite 250, Redwood City, CA 6 6 0
IV, LLC 94063-2767
Draper, Polly 400 Seaport Ct., Ste. 250, Redwood City, CA 4,124 4,124 0
94063-2767
Draper, Rebecca 400 Seaport Ct., Ste. 250, Redwood City, CA 4,124 4,124 0
94063-2767
Draper, Timothy 400 Seaport Ct., Ste. 250, Redwood City, CA 54,840 54,840 0
94063-2767
Draper, William Trust PO Box 59507, Potomac, MD 20859 4,248 4,248 0
Fetzer, Wade c/o Goldman Sachs Group, 4900 Sears Tower 6,250 6,250 0
Chicago, IL 60606
Fisher, Fred c/o Charles Schwab of Puerto Rico, American 1,648 1,648 0
International Plaza, 250 Munoz Rivera Ave.
Ste #104, Hato Rey, Puerto Rico 00918
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling to the Being Owned After
Stockholder Address of Selling Stockholder Offering Offered the Offering
- ------------------------ ----------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Fisher, Herbert 150 Brady Lane, Bloomfield Hills, MI 412 412 0
48304-2804
Fisher, John H.N. c/o Draper Associates, 400 Seaport Ct. Ste 34,762 34,762 0
250
Redwood City, CA 94063-2767
Flaherty, Peter 130 E 95th Street, New York, NY 10128-1705 4,688 4,688 0
Foster, Richard 21 E 79th Street, New York, NY 10021-0125 2,100 2,100 0
GFAM #1, L.P. c/o Jim Gidwitz, 225 W. Wacker Drive 21,988 21,988 0
Ste. 1800, Chicago, IL 60606-1229
Ginsburg, Paul M., 50 Shady Lane, Ross, CA 94957 44,034 44,034 0
As Separate Property
Grayson, Bruns c/o ABS Ventures, 1 South Street #2150, 1,562 1,562 0
Baltimore, MD 22102
Graystone Venture Fund, Attn: Judy Dorr, One Northfield Plaza, 4,198 4,198 0
LLC Northfield, IL 60093
Greenacre Foundation 30 Rockefeller Plaza 5600, New York, NY 3,124 3,124 0
10112-0002
Gupta, Rajat c/o Mckinsey & Co., 1 First National Plaza 4,250 4,250 0
#2900, Chicago, IL 60603-2003
Guth, John c/o Rockefeller & Co., 30 Rockefeller Plaza 884 884 0
#5600, New York, NY 10112-0002
Harris, William M.D. 665 Concord Avenue, Belmont, MA 02478-2027 3,000 3,000 0
How, David 121 Maywood Drive, San Francisco, CA 8,122 8,122 0
94127-2039
JABE, LLC c/o Draper Associates, 400 Seaport Ct., Ste 8,248 8,248 0
250, Redwood City, CA 94063-2767
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling to the Being Owned After
Stockholder Address of Selling Stockholder Offering Offered the Offering
- ------------------------ ----------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Jurvetson, Steve c/o Draper Associates, 400 Seaport Ct., Ste 15,824 15,824 0
250, Redwood City, CA 94063-2767
Kubal, Lawrence 400 Seaport Ct., Ste. 250, Redwood City, CA 708 708 0
94063-2767
Kligfeld Family Trust, 1615 Bonanza Street, Suite 203, Walnut 75,526 75,526 0
Marnin & Margo Creek, CA 94596
Lysander, LLC c/o Rockefeller & Co., 30 Rockefeller Plaza 1,562 1,562 0
#5600, New York, NY 10112-0002
MacNaughton, Andrew 1808 Country Club Rd., Thousand Oaks, CA 850 850 0
91360-5005
MacNaughton, Angus c/o Genstar, 555 California Street, 2,440 2,440 0
Suite 4850, San Francisco, CA 94104
MacNaughton, Gillian 7 Baird Street, Apt 12, Montpelier, VT 626 626 0
05602-3041
McDaniel, Terrence L. 144 Iron Gate Ct., Alamo, CA 94507 45,924 45,924 0
and McDaniel, Sally
A., Trustees under the
McDaniel Family
Revocable Trust dated
December 17, 1998
Mayo Foundation c/o Harry Hoffman, 200 1st St., SW, Rochester 43,748 43,748 0
MN 55905-0001
Mostes-Withrow, Karen 400 Seaport Ct., Ste. 250, Redwood City, CA 1,932 1,932 0
94063-2767
Newman, Greg 9 Brooktree Drive, Danville, CA 94506 159,256 159,256 0
Norman-Weil Foundations c/o Frank Weil, Abacus VTRS, 147 E 48th St. 4,168 4,168 0
New York, NY 10017-1223
O'Neill, Abby 30 Rockefeller Plaza 5600, New York, NY 1,562 1,562 0
10112-0002
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling to the Being Owned After
Stockholder Address of Selling Stockholder Offering Offered the Offering
- ------------------------ ----------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
O'Neill, George 30 Rockefeller Plaza 5600, New York, NY 938 938 0
10112-0002
Osline, Nila 1521 East San Alto, Orange, CA 92865 5,941 5,941 0
Packard, Warren 400 Seaport Ct., Ste. 250, Redwood City, CA 530 530 0
94063-2767
Parker, Thomas 531 Ravenscourt Rd., Hillsborough, CA 524 524 0
94010-6837
Paterson Family Trust c/o Genstar, 555 California St., Suite 4850, 1,160 1,160 0
San Francisco, CA 94104-1502
Richards, Roy c/o Southwire Co., PO Box 1000 Carrollton, 1,406 1,406 0
GA 30119-0002
Rowland Trust 610 Greystone Terrace, Orinda, CA 94563 23,182 23,182 0
Rowland Trust 610 Greystone Terrace, Orinda, CA 94563 4,176 4,176 0
Haley A.
Rowland Trust, Marisa H. 610 Greystone Terrace, Orinda, CA 94563 4,176 4,176 0
Sapling Foundation c/o Millenium Asset Mgmt, 150 N. Hill Drive, 3,124 3,124 0
Ste 40, Brisbane, CA 94005
Selby, Norman 262 Central Park West Apt. 4E, New York, NY 3,124 3,124 0
10024-3512
Senoff, Robert c/o Millenium Asset Mgmt, 150 N. Hill Drive 156 156 0
Ste 40, Brisbane, CA 94005
EC Steele Co Inc. c/o Steele Associates, PO Box 14267, North 6,250 6,250 0
Palm Beach, FL 33408-0267
Stork, Carl c/o Microsoft Corp., 1 Microsoft Way 6,250 6,250 0
Redmond, WA 98052-8300
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling to the Being Owned After
Stockholder Address of Selling Stockholder Offering Offered the Offering
- ------------------------ ----------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Thomas, William 455 Cervantes Rd., Portola Valley, CA 1,574 1,574 0
94028-7659
Tinklenberg Trust, J.R. 2841 Greer Rd., Palo Alto, CA 94303-3830 412 412 0
& M.V.
Tuchman, Mitch 195 Gloria Circle, Menlo Park, CA 94025 41,770 41,770 0
Turner, Ross J. c/o Genstar Investment Corporation, 840 840 0
555 California Street, Suite 4850
San Francisco, CA 94104-1502
Vaccarello, Richard H. 13562 Toni Ann Place, Saratoga, CA 95070-4852 10,980 10,980 0
University of Wisconsin c/o John Feldt, 1848 University Avenue 8,748 8,748 0
Foundation PO Box 8860, Madison, WI 53708
Walchek, Scott 4159 Buckingham Road, Danville, CA 94526 228,604 228,604 0
West Family Trust 13426 Highland Ranch Rd., Poway, CA 92064 360 360 0
Weston, Graham 2361 Broadway Street, San Francisco, CA 125,810 125,810 0
94115-1233
Williams, Tom 16096 Greenwood Road, Monte Sereno, CA 312 312 0
95030-3018
Former Impulse Buy
Shareholders
Ballantine, John P. 714 Lakeside Avenue, #404, Seattle, WA 98144 1,509 1,509 0
Canaan Equity L.P. 2884 Sand Hill Road, Suite 115, Menlo Park, 82,864 82,864 0
CA 94025
Carlick Walker 1311 Heaven Hill Road, Sonoma, CA 95476 3,018 3,018 0
Revocable Family Trust
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling to the Being Owned After
Stockholder Address of Selling Stockholder Offering Offered the Offering
- ------------------------ ----------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Chan, Adrian 126 South Park, San Francisco, CA 94107 57 57 0
Chan, Patrick 914 E. Meadow Drive, Palo Alto, CA 94303 468 468 0
Choate, Timothy C. 117 Madrona Place East, Seattle, WA 98112 1,509 1,509 0
Connolly, John 520 Riviera Circle, Larkspur, CA 94939 479 479 0
Cullinane, Don 52 West 5th Avenue, San Mateo, CA 94402 23,412 23,412 0
Christopher
Cullinane, Kevin 141 29th Avenue, San Mateo, CA 94403 1,006 1,006 0
Curtis, Mark 137 Solana Road, Portola Valley, CA 94028 3,440 3,440 0
Daniell, James 77 Marlborough Street, #2, Boston, MA 02116 603 603 0
DePhillippo, Sam 75 Caravan Circle, Needham, MA 02192 94 94 0
Dubiner, Joel 25 Windsor Place, San Francisco, CA 94133 794 794 0
Eaton, Gregory F. 12380 Priscilla Lane, Los Altos Hills, CA 2,717 2,717 0
94022
Ford, Steve 895 Redwood Drive, Aptos, CA 95003 443 443 0
Gansky, Lisa 45 Templar Place, Oakland, CA 94618 94 94 0
Goldstein, Bernard 2 Mansuring Way, Rye, NY 10580 6,036 6,036 0
Goldstein, Mark, H. 67 Issaquah Dock, Sausalito, CA 94965 264,303 264,303 0
Goldstein, Seth 115 Central Park West, Apt 7A, New York, NY 94 94 0
10023
Interactive Minds Attn: Carl Nichols, 1154 Clayton Street, San 44,851 44,851 0
Ventures, L.P. Francisco, CA 94117
Kapany, Raj 57 Amador Avenue, Atherton, CA 94027 603 603 0
Krass, Jonathan 28120 Story Hill Lane, Los Altos Hills, CA 1,690 1,690 0
94022
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling to the Being Owned After
Stockholder Address of Selling Stockholder Offering Offered the Offering
- ------------------------ ----------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Latta Family Trust Attn: Robert P. Latta, 650 Page Mill Road, 1,676 1,676 0
Palo Alto, CA 94304
Ling, Richard 7 Almendral Avenue, Atherton, CA 94027 23,412 23,412 0
Little & Co. LLC 900 Chelmsford Street, Lowell, MA 01851 4,829 4,829 0
Litle, Thomas J., V 712 Main Street Bayne Lane, Newburyport, MA 603 603 0
01950
Lopes, John 25541 Fremont Road, Los Altos Hills, CA 3,018 3,018 0
94022
Mann, James L. 1285 Drummers Lane, Wayne, PA 19087 6,036 6,036 0
Howard E. Marks Living 615 N. Arden Drive, Beverly Hills, CA 90210 6,036 6,036 0
Trust
Melmon, Richard MM 411 Arlington Way, Menlo Park, CA 94025 3,018 3,018 0
Pension Plan
Newman, Ellen 323 Geary Street, San Francisco, CA 94102 94 94 0
Niemeyer, Bill 260 Hazelwood Avenue, San Francisco, CA 702 702 0
94127
O'Connell, Gerald M. 347 Nod Hill Road, Wilton, CT 06897 3,018 3,018 0
Parenti, Beverly 1085 Greenwich Street, Apt 2, San Francisco, 47 47 0
CA 94133
Poler, Ariel 2721 B Pacific Avenue, San Francisco, CA 2,012 2,012 0
94115
Raynes, Arthur 317 Ingeborg Road, Wynnewood, PA 19096 6,036 6,036 0
Rosen, Joe 2 Townsend Street, Apt 2508, San Francisco, 702 702 0
CA 94107
Rubin, Jon 1400 Key Blvd, 1st Floor, Arlington, VA 6,036 6,036 0
22209
Schimmel, Steve 2828 Webster Street, Apt. #10, San 520 520 0
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling to the Being Owned After
Stockholder Address of Selling Stockholder Offering Offered the Offering
- ------------------------ ----------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Francisco, CA 94123
Softbank Technology Attn: Helen R.S. MacKenzie, 333 W. San 3,115 3,115 0
Advisors Fund, L.P. Carlos St., Suite 1225, San Jose, CA 95110
Softbank Technology Attn: Helen R.S. MacKenzie, 333 W. San 162,612 162,612 0
Ventures IV, L.P. Carlos St., Suite 1225, San Jose, CA 95110
Stuart, Greg Flycast Communications, 181 Fremont St., San 1,063 1,063 0
Francisco, CA 94107
Urban West Capital 520 Broadway, Suite 100, Santa Monica, CA 6,036 6,036 0
Partners 90401
Wiener, Jason 225 Mallorca Way, #106, San Francisco, CA 114 114 0
94123
WS Investments 97B Attn: Robert P. Latta, 650 Page Mill Road, 4,224 4,224 0
Palo Alto, CA 94304
Yahoo! Inc. Attn: Tim Koogle, 3420 Central Expressway, 48,560 48,560 0
Sunnyvale, CA 94086
Yu, Francis 846 Corrient Point Drive, Redwood City, CA 86 86 0
94065
</TABLE>
24
<PAGE>
PLAN OF DISTRIBUTION
Inktomi will not receive any proceeds from the sale of the shares. Each of
the selling stockholders may sell its shares directly or through broker-dealers
or underwriters who may act solely as agents, or who may acquire shares as
principals. The distribution of the shares may be effected in one or more
transactions that may take place through the Nasdaq National Market, including
block trades or ordinary broker's transactions, or through privately negotiated
transactions, or through a combination of any such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by the selling stockholders
in connection with such sales.
The aggregate proceeds to the selling stockholders from the sale of the
shares will be the purchase price of the common stock sold less the aggregate
agents' commissions if any, and other expenses of issuance and distribution not
borne by Inktomi. The selling stockholders and any dealers or agents that
participate in the distribution of the shares may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit on the sale of the
shares by them and any commissions received by any such dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
The selling stockholders may effect transactions by selling the shares
directly or through broker-dealers acting either as principal or as agent, and
such broker-dealers may receive compensation in the form of usual and customary
or specifically negotiated underwriting discounts, concessions, or commissions
from the selling stockholders.
To the extent required, the specific shares of common stock to be sold, the
names of the selling stockholders, purchase price, public offering price, the
names of any such agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offering will be set forth in an
accompanying prospectus supplement.
Inktomi has agreed to bear certain expenses of registration of the common
stock under the federal and state securities laws and of any offering and sale
hereunder not including certain expenses, such as commissions of dealers or
agents, and fees attributable to the sale of the shares. Inktomi has agreed to
indemnify the selling stockholders against certain liabilities, including
certain potential liabilities under the Securities Act.
Inktomi may suspend the use of this prospectus for a discrete period of
time, not exceeding 75 days in the aggregate and not longer than 30 days as to
any single delay, if, in the reasonable judgment of Inktomi, a development has
occurred or condition exists as a result of which the Registration Statement or
the prospectus does not contain material non-public information which is in the
reasonable judgment of Inktomi is required to be included in the Registration
Statement or the prospectus for sales of the shares to be made hereunder and the
immediate disclosure of such information would be seriously detrimental to
Inktomi. Inktomi has agreed not to suspend the use of the prospectus (i) for 15
days following the date the Registration Statement of which this prospectus is a
part is first declared effective or (ii) for 15 days after the termination of
the suspension of this prospectus by Inktomi. This offering will terminate on
the earliest of (a) 180 calendar days after the SEC has declared the
Registration Statement effective or (b) the date on which all shares offered
hereby have been sold by the selling stockholders.
Any securities covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this prospectus.
25
<PAGE>
There can be no assurance that the selling stockholders will sell any or
all of the shares of common stock offered by it hereunder.
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been passed
upon for Inktomi by Wilson Sonsini Goodrich & Rosati, Professional Corporation,
Palo Alto, California. As of the date of this prospectus, WS Investment Company
97A and WS Investment Company 97B, both investment partnerships composed by
certain current and former members of and persons associated with Wilson Sonsini
Goodrich & Rosati, Professional Corporation, and certain attorneys who are
members of or are employed by Wilson Sonsini Goodrich & Rosati beneficially own
an aggregate of 9,959 shares of Inktomi's Common Stock.
EXPERTS
The consolidated financial statements of Inktomi as of September 30, 1998
and 1997, and for each of the years in the three-year period ended September 30,
1998, have been incorporated by reference in this prospectus and the
Registration Statement which have been audited by PricewaterhouseCoopers LLP,
independent public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
26
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, payable by Inktomi
in connection with the sale of common stock being registered. All amounts are
estimates except the SEC registration fee.
<TABLE>
<CAPTION>
Amount to be
Paid
---------------
<S> <C>
SEC registration fee.................................................................................. $ 53,370.19
Printing expenses..................................................................................... $ 15,000
Legal fees and expenses............................................................................... $ 15,000
Accounting fees and expenses.......................................................................... $ 10,000
Miscellaneous expenses................................................................................ $ 6,630
Total.............................................................................................. $100,000.19
===============
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article X of Inktomi's Amended and Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permitted
under Delaware law.
Article VI of Inktomi's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation to the
fullest extent permitted under the General Corporation Law of Delaware.
Inktomi has entered into indemnification agreements with its directors and
executive officers, in addition to indemnification provided for in Inktomi's
Bylaws, and intends to enter into indemnification agreements with any new
directors and executive officers in the future.
In addition, pursuant to the terms of the Agreement and Plan of
Reorganization entered into by Inktomi in connection with its acquisition of
Impulse Buy Network, Inc., Inktomi has agreed to fulfill and honor in all
respects the obligations of Impulse Buy Network, Inc. pursuant to certain
indemnification agreements between Impulse Buy Network, Inc. and its directors
and officers as of the effective time of the merger that effected such
acquisition and the indemnification provisions under Impulse's Articles of
Incorporation or Bylaws as in effect immediately prior to the merger. The
Articles of Incorporation and Bylaws of the surviving corporation in the merger
contain provisions with respect to indemnification and exculpation from
liability that are at least as favorable to the Indemnified Parties as those
contained in the Articles of Incorporation and Bylaws of Impulse Buy Network,
Inc. as in effect immediately prior to the merger, which provisions will not be
amended, repealed or otherwise modified for a period of six years from the
effective time of the acquisition in any manner that would adversely affect the
rights thereunder of individuals who, immediately prior to the effective time,
were directors, officers, employees, or agents of Impulse Buy Network, Inc.
In addition, pursuant to the terms of the Agreement and Plan of
Reorganization entered into by Inktomi in connection with its acquisition of C2B
Technologies, Inc., Inktomi has agreed to either cause the surviving
II-1
<PAGE>
corporation to indemnify or to directly indemnify the persons who were officers
or directors of C2B Technologies, Inc. on August 31, 1998 in accordance with the
Bylaws of C2B Technologies, Inc. as they were in effect on August 31, 1998 for
action or inaction by such persons before the time that the merger between
Impulse and a subsidiary of Inktomi became effective.
The Declaration of Registration Rights dated April 30, 1999, by Inktomi
made in connection with Inktomi's purchase of Impulse Buy Network, Inc. provides
that Inktomi will indemnify the selling stockholders against certain
liabilities, including liabilities under the Securities Act.
The Registration Rights Agreement dated September 25, 1998, by Inktomi made
in connection with Inktomi's purchase of C2B Technologies, Inc. provides that
Inktomi will indemnify the selling stockholders against certain liabilities,
including liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling Inktomi pursuant
to the foregoing provisions, Inktomi has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
At present, there is no pending litigation or proceeding involving a
director, officer, employee, or other agent of Inktomi in which indemnification
is being sought, nor is Inktomi aware of any threatened litigation that may
result in a claim for indemnification by any director, officer, employee, or
other agent of Inktomi.
II-2
<PAGE>
Item 16. Exhibits
Exhibit No. Description
- -------------- ----------------------------------------------------------------
4.3 Registration Rights Agreement dated September 25, 1998, granted
by Inktomi to certain individuals identified therein
(incorporated by reference under Inktomi's Current Report on
Form 8-K dated October 9, 1998, as amended November 2, 1998)
4.4 Declaration of Registration Rights dated April 21, 1999, granted
by Inktomi to certain individuals identified therein
(incorporated by reference under Inktomi's Current Report on
Form 8-K dated May 13, 1999)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants (relating to financial statements of Inktomi
Corporation)
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (See II-5)
Item 17. Undertakings
Inktomi hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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;
(c) 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 (a) and (b) 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 by Inktomi 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.
4. That, for the purpose of determining any liability under the
Securities Act, each filing of Inktomi'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.
5. To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
II-3
<PAGE>
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
6. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Inktomi pursuant to the foregoing provisions, or otherwise, Inktomi has been
advised that in the opinion of the SEC 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 Inktomi of expenses incurred or paid by a director, officer, or
controlling person of Inktomi 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, Inktomi 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, as amended,
Inktomi certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Mateo, State of California, on the 16th day of
June, 1999.
INKTOMI CORPORATION
By: /s/ Jerry M. Kennelly
__________________________________
Jerry M. Kennelly, Vice President of
Finance and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, David C.
Peterschmidt and Jerry M. Kennelly their attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-3 (including post-effective amendments),
to sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutions, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David C. Peterschmidt President, Chief Executive Officer (Principal June 16, 1999
- ---------------------------------- Executive Officer) and Chairman of the Board
David C. Peterschmidt of Directors
/s/ Jerry M. Kennelly Vice President of Finance and Chief Financial June 16, 1999
- ---------------------------------- Officer (Principal Financial and Accounting
Jerry M. Kennelly Officer)
/s/ Frank Gill Director June 16, 1999
- ----------------------------------
Frank Gill
/s/ Alan F. Shugart Director June 16, 1999
- ----------------------------------
Alan F. Shugart
/s/ Eric A. Brewer Director June 16, 1999
- ----------------------------------
Eric A. Brewer
/s/ John A. Porter Director June 16, 1999
- ----------------------------------
John A. Porter
/s/ Frederic W. Harman Director June 16, 1999
- ----------------------------------
Frederic W. Harman
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -------------------------------------------------------------------
4.3 Registration Rights Agreement dated September 25, 1998, granted by
Inktomi to certain individuals identified therein (incorporated by
reference under Inktomi's Current Report on Form 8-K dated
October 9, 1998, as amended November 2, 1998)
4.4 Declaration of Registration Rights dated April 21, 1999, granted by
Inktomi to certain individuals identified therein (incorporated by
reference under Inktomi's Current Report on Form 8-K dated May 13,
1999)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants (relating to financial statements of Inktomi
Corporation)
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (See II-5)
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
June 16, 1999
Inktomi Corporation
1900 South Norfolk St.
Suite 310
San Mateo, CA 94403
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on June 16, 1999 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 2,136,068 shares of your common stock (the "Shares"), all
of which are authorized and have been previously issued to the selling
stockholders named therein in connection with the acquisition by Inktomi
Corporation of Impulse Buy Network, Inc. and the acquisition by Inktomi
Corporation of C2B Technologies, Inc. The Shares are to be offered by the
selling stockholders for sale to the public as described in the Registration
Statement. As your counsel in connection with this transaction, we have examined
the proceedings taken and proposed to be taken in connection with the sale of
the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated to be taken prior to the registration of the Shares, including such
proceedings to be carried out in accordance with the securities laws of the
various states, where required, the Shares, when sold in the manner referred to
in the Registration Statement, will be legally and 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 the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 our report dated October 16, 1998 relating to the
financial statements of Inktomi Corporation as of September 30, 1997 and 1998,
and for each of the three years in the period ended September 30, 1998, which
appear in the Inktomi Corporation Annual Report on Form 10-K for the year ended
September 30, 1998.
PricewaterhouseCoopers LLP
/s/PricewaterhouseCoopers LLP
San Jose, California
June 16, 1999
