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As filed with the Securities and Exchange Commission on July 12, 1999
Registration No. 333-80803
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INKTOMI CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 94-3238130
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1900 South Norfolk St.
Suite 310
San Mateo, CA 94403
(650) 653-2800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------
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.
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share(/1/) Price(/1/) fee(/2/)
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Common Stock, $0.001 par value.. 2,136,068 shares $89.875 $191,979,111.50 $53,370.19
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</TABLE>
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(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.
(2) Previously paid.
---------------
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.
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<PAGE>
(SUBJECT TO COMPLETION) DATED JULY 12, 1999
PROSPECTUS
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
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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 4 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 July 8, 1999, the last reported sale price of the common
stock was $139.88 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.
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July , 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Page
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Available Information................................................... 3
Information Incorporated by Reference................................... 3
Forward Looking Information............................................. 3
Risk Factors............................................................ 4
Use of Proceeds......................................................... 12
Selling Stockholders.................................................... 12
Plan of Distribution.................................................... 20
Legal Matters........................................................... 21
Experts................................................................. 21
</TABLE>
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.
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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. The most recent information that we
file with the SEC automatically updates and supersedes more dated 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. 333-80803). The documents we
incorporate by reference are:
1. Our Annual Report on Form 10-K for the fiscal year ended September
30, 1998;
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
3. Our Quarterly Report on Form 10-Q for the quarter ended December
31, 1998;
4. Our Current Report on Form 8-K dated May 13, 1999 relating to the
acquisition of Impulse! Buy Network, Inc.;
5. Our Current Report on Form 8-K dated December 29, 1998 relating to
our stock split;
6. Our Current Report on Form 8-K dated November 6, 1998 relating to
the pooling of interests resulting from our acquisition of C2B
Technologies, Inc.;
7. Our 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 our 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.
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" and the section entitled "Factors Affecting
Operating Results" in any subsequently filed Exchange Act reports.
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RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial may also impair our business
operations.
If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
that case, the trading price of our common stock could decline.
We have a history of operating losses, expect to incur future losses, and
cannot be certain that we will become a profitable company.
Inktomi was founded in February 1996 and has a limited operating history. As
of March 31, 1999, we had an accumulated deficit of $51.4 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
our business, and in particular in our shopping engine business as we continue
to develop and enhance our shopping technology, integrate Impulse! Buy Network,
Inc. 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 sure that this growth will continue at the same rate or that we will achieve
sufficient revenues for profitability. If we do achieve profitability, we
cannot be sure that we can sustain or increase profitability on a quarterly or
annual basis in the future.
Our business substantially depends upon the success of our Traffic Server
product.
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 early stages, and we are not sure our
target customers will widely adopt and deploy caching technology throughout
their networks. Even if they do so, they may not choose our Traffic Server
network cache product, because it does not include the features they require,
or 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
sure 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.
Our business would be harmed if customers choose not to use or promote our
search and directory services.
Revenues from our search and directory services result primarily from the
number of end-user searches that are processed by our search engine and
directory 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 or directory services or to use
the search or directory service at all. For example, in January 1999, Microsoft
announced that it had signed an agreement to license 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 and directory
services are highly dependent upon the willingness of customers to promote and
use the search and directory 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 directory engine, and the ability
and willingness of customers to sell advertisements on the Internet pages
viewed by end users.
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Our entry into the online shopping business will require us to develop
significant new capabilities and may not be successful.
Our Internet shopping engine is still under development and is available
only in "preview" versions. 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 ability and willingness of our customers to
promote our shopping services on their web sites, 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. The shopping
engine will also need the capability to track and confirm purchases made by end
users of our customers' services and to generate invoices for our online
merchants to pay revenue-sharing amounts to us. These are highly complex tasks.
Developing these capabilities and other 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 sure that our entry into the online
shopping business will be successful.
The markets in which we operate are highly competitive and we may be unable to
compete successfully against new entrants and established companies with
greater resources.
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, Internet search/directory 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 to market and several companies are forming technology
alliances and OEM relationships to sell their products. We directly compete
with a number of companies that provide caching products and with freeware
caching solutions. In addition, 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 also believe that Traffic Server may face
competition from other providers of competing solutions to network
infrastructure problems, including networking hardware and software
manufacturers, content distribution providers, traditional hardware
manufacturers, telecommunications providers, cable TV/communications providers,
software database companies, and large diversified software and technology
companies. Many of these companies 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 and
directory 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, our competitors have
provided search/directory services directly to end users through their own web
sites and have supplied search/directory 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/directory 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 services. In addition, large media companies
and other Internet-based companies have recently made investments in or
acquired Internet search engine companies, and we believe that other large
5
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media enterprises may enter or expand their presence in the Internet search and
directory market, either directly or indirectly through collaborations or other
strategic alliances.
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, and various online retailers
and aggregators of merchandise. 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
service, 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 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.
The loss of a key customer could adversely affect our revenues and be perceived
as a loss of momentum in our business.
We have generated a substantial portion of our historical 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, potential
customers of Inktomi and public market analysts or investors may perceive any
such loss as a loss of momentum in our business, which may adversely affect
future opportunities to sell our products and services and cause our stock
price to decline. Also, we cannot be sure 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.
If we do not meet performance requirements in our portal services agreements,
customers may cancel our service or choose a different service.
Our search engine, directory engine and shopping engine agreements typically
include specific performance requirements, including the features provided,
reliability, processing speed, size of the Internet database maintained, and
frequency of updating the database. In addition, we believe it is important to
maintain features and functionality that are not explicitly covered in our
agreements, such as high relevance of search and product results. The growing
volume of search queries processed by our search engine and the frequency with
which we update our portal services to include additional functionality have
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 different service.
Circumstances beyond our control may result in service interruptions which
could cause our business to suffer.
We provide our portal 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 into
our databases and similar events 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, interrupting 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.
6
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Our quarterly operating results may fluctuate significantly, and these
fluctuations may cause our stock price to fall.
We expect that a significant portion of our future revenues will come from
licenses of Traffic Server. We further expect that these 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 early stages and the sales cycle varies 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.
Our operating expenses are largely based on anticipated revenue trends and a
high percentage of our expenses are fixed in the short term. 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 data centers, develop new
distribution channels, and fund greater levels of research and development. 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 these 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 or investors, and the price of our
common stock may fall.
Our operating results may fluctuate because the sales cycle for Traffic Server
is long.
To date, our customers have taken a long time to evaluate Traffic Server,
and many people within our customers' organizations have been involved in the
process. Along with our distribution partners, we spend a significant amount 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.
Our success depends on our ability to expand our 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' organizations. 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 OEMs, resellers, systems
integrators and joint marketing 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 from us. We cannot be sure that we will be successful in signing up
desired distribution partners 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
7
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our shopping engine and directory engine) and the expanding needs of existing
customers. Competition for customer service and support personnel is intense in
our industry due to the limited number of people available with the necessary
technical skills and understanding of the Internet.
Our success depends on our ability to manage growing and 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
June 30, 1998, we had a total of 130 employees and at June 30, 1999 we had a
total of 376 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 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.
The legal environment in which we operate is uncertain and claims against us
could cause our business to suffer.
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. It is also
possible that if any information provided through any of our portal services or
facilitated by our Traffic Server product contains errors, third parties could
make claims against us for losses incurred in reliance on this information.
Further, there is the potential for product liability claims to be asserted
against us by end users who purchase goods and services through our shopping
engine. Although we carry general liability insurance, our insurance may not
cover potential claims of this type or be adequate to protect us from all
liability that may be imposed.
Internet-related laws could adversely affect our business.
Laws and regulations which apply 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 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, or
interpretations of existing law, could adversely affect our business.
The network infrastructure market is rapidly changing and we must develop and
introduce new products and technologies to remain competitive.
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
8
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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 to our current business opportunities and fewer resources to 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 or purchase those of our competitors.
If we are unable to maintain our relationships with customers and the companies
that supply and distribute our products, we may have difficulty selling our
products and services.
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 components from others such as reporting
functions and security features and incorporated them into our products and
services. If these licensed components are not maintained, it could impair the
functionality of our products and services 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.
We may not be able to recruit and retain the personnel we need to succeed.
We intend to hire a significant number of additional sales, support,
marketing, and research and development personnel. Competition for these
individuals is intense, and we may not be able to attract 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.
Any acquisitions that we make could adversely affect our operations or
financial results.
We have purchased two companies during the past twelve months and intend to
continue to invest in or acquire complementary companies, products and
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. Also, we could
have difficulty in integrating 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 our stockholders.
Our efforts to increase our presence in markets outside of the United States
may be unsuccessful and could result in losses.
We market and sell our products in the United States and internationally. We
have offices in England, France, Germany, Japan and Korea 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
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financial resources. We cannot be sure 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, other inherent risks may apply to international operations,
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;
. potentially adverse tax consequences; and
. 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.
Our failure to protect our intellectual property rights could adversely affect
our ability to compete.
Our success and ability to compete are substantially dependent upon our
internally developed technology. 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 sure 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.
Intellectual property claims against us could cause our business to suffer.
Substantial litigation regarding intellectual property rights exists in the
software industry. We expect that software products may be increasingly
vulnerable 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 and the portal services business have filed or intend to
file patent applications covering aspects of their technology that they may
claim our technology infringes. We cannot be sure that Lycos or other third
parties will not make a claim of infringement against us with respect to our
products and technology. Any claims could cause product shipment delays or
require us to reengineer or enter into royalty or licensing agreements. These
royalty or licensing agreements, if required, may not be available on
acceptable terms, if at all.
If our products or the products upon which we depend malfunction because of
Year 2000 problems, our operations may be interrupted and we may be subject to
warranty and product liability claims.
Our software products operate in complex network environments and directly
and indirectly interact with a number of other hardware and software systems.
Despite 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
10
<PAGE>
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.
Our stock price is volatile.
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. In
the past, companies that have experienced volatility in the market price of
their stock have been the subject of securities class action litigation. If we
were the subject of securities class action litigation, it could result in
substantial costs and a diversion of management's attention and resources.
11
<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 July 12, 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. In
the Declaration of Registration Rights made and executed by Inktomi on April
30, 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,
1998, 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, 1998 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 Address of Selling to the Being Owned After
Stockholder Stockholder Offering Offered the Offering
--------------- ----------------------- ------------ ---------- ------------
<C> <S> <C> <C> <C>
Former C2B Shareholders
Alamo Partners......... c/o Bass Companies, 201 14,594 14,594 0
Main Street,
#2600 Ft. Worth, TX
76102
Alexander, Jim......... 6 Edgewood Lane, 1,125 1,125 0
Bronxville,
NY 10708-1905
Amram, Joseph.......... 718 Loma Verde Avenue, 20,612 20,612 0
Palo Alto,
CA 94303-4144
Anderson, Chris........ c/o Millenium Asset 3,124 3,124 0
Mgmt, 150 N. Hill Drive
Suite 40, Brisbane, CA
94005
April, Rand............ 300 South Grand, Suite 23,602 23,602 0
3400, Los Angeles,
CA 90071
Bass, Hyatt Anne....... c/o Bass Companies, 201 8,108 8,108 0
Main Street,
#2600 Ft. Worth, TX
76102-3105
Bass, Lee.............. c/o Bass Companies, 201 9,728 9,728 0
Main Street,
#2600 Ft. Worth, TX
76102-3105
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling Address of Selling to the Being Owned After
Stockholder Stockholder Offering Offered the Offering
--------------- ------------------------ ------------ --------- ------------
<C> <S> <C> <C> <C>
Bass, Samantha Sims .... c/o Bass Companies, 201 8,108 8,108 0
Main Street,
#2600 Ft. Worth,
TX 76102-3105
Bass, Sid............... c/o Bass Companies, 201 8,108 8,108 0
Main Street,
#2600 Ft. Worth, TX
76102-3105
Boboff, Peter........... 3377 Pacific Avenue, San 83,810 83,810 0
Francisco, CA 94118
Borenstein Family 60 Bay Way, San Rafael, 52,878 52,878 0
Trust, The............. CA 94901
Broad, Eli.............. Attn: Cindy Quane, 1999 31,248 31,248 0
Avenue of the Stars
Suite 3170, Los Angeles,
CA 90067-4612
Clair/MacLean,
Mike & Audrey.......... 21100 Saratoga Hills 6,250 6,250 0
Rd., Saratoga,
CA 95070-5373
Cloister, L.P........... 27400 Nortwestern Hwy., 624 624 0
Southfield,
MI 48034-4724
Coley, Stephen.......... 1 First National Plaza 4,250 4,250 0
#2900, Chicago,
IL 60603-2003
Crisp, Peter............ 103 Horseshoe Road, Mill 3,124 3,124 0
Neck,
NY 11765-1005
Cypress VI Partners..... c/o RN Compton, Eber 12,581 12,581 0
International, 320 Paul
Avenue, San Francisco,
CA 94124-3123
Dellar, Carl............ 14008 Shady Oak Ct., 48,632 48,632 0
Saratoga, CA 95070
Draper DFIV Partners.... 7821 Horseshoe Lane, 5,074 5,074 0
Potomac,
MD 20854-3828
Draper Fisher Associates
Fund IV, L.P........... 400 Seaport Ct., Suite 32 32 0
250, Redwood City,
CA 94063-2767
Draper Fisher
Mgmt. Co. ............. 400 Seaport Ct., Suite 5,682 5,682 0
250, Redwood City,
CA 94063-2767
Draper Fisher Partners
IV, LLC................ 400 Seaport Ct., Suite 6 6 0
250, Redwood City,
CA 94063-2767
Draper, Polly........... 400 Seaport Ct., Ste. 4,124 4,124 0
250, Redwood City,
CA 94063-2767
Draper, Rebecca......... 400 Seaport Ct., Ste. 4,124 4,124 0
250, Redwood City,
CA 94063-2767
Draper, Timothy......... 400 Seaport Ct., Ste. 54,840 54,840 0
250, Redwood City,
CA 94063-2767
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling Address of Selling to the Being Owned After
Stockholder Stockholder Offering Offered the Offering
--------------- ------------------------ ------------ --------- ------------
<C> <S> <C> <C> <C>
Draper, William Trust.. PO Box 59507, Potomac, 4,248 4,248 0
MD 20859
Fetzer, Wade........... c/o Goldman Sachs Group, 6,250 6,250 0
4900 Sears Tower
Chicago, IL 60606
Fisher, Fred........... c/o Charles Schwab of 1,648 1,648 0
Puerto Rico, American
International Plaza, 250
Munoz Rivera Ave.
Ste #104, Hato Rey,
Puerto Rico 00918
Fisher, Herbert........ 150 Brady Lane, 412 412 0
Bloomfield Hills,
MI 48304-2804
Fisher, John H.N....... c/o Draper Associates, 34,762 34,762 0
400 Seaport Ct.
Ste 250 Redwood City,
CA 94063-2767
Flaherty, Peter........ 130 E 95th Street, New 4,688 4,688 0
York, NY 10128-1705
Foster, Richard........ 21 E 79th Street, New 2,100 2,100 0
York, NY 10021-0125
GFAM #1, L.P........... c/o Jim Gidwitz, 225 W. 21,988 21,988 0
Wacker Drive
Ste. 1800, Chicago,
IL 60606-1229
Ginsburg, Paul M., 50 Shady Lane, Ross, 44,034 44,034 0
As Separate Property.. CA 94957
Grayson, Bruns......... c/o ABS Ventures, 1 1,562 1,562 0
South Street #2150,
Baltimore, MD 22102
Graystone Venture
Fund, LLC............. Attn: Judy Dorr, One 4,198 4,198 0
Northfield Plaza,
Northfield, IL 60093
Greenacre Foundation... 30 Rockefeller Plaza 3,124 3,124 0
5600, New York,
NY 10112-0002
Gupta, Rajat........... c/o Mckinsey & Co., 1 4,250 4,250 0
First National
Plaza #2900, Chicago, IL
60603-2003
Guth, John............. c/o Rockefeller & Co., 884 884 0
30 Rockefeller
Plaza #5600, New York,
NY 10112-0002
Harris, William M.D.... 665 Concord Avenue, 3,000 3,000 0
Belmont,
MA 02478-2027
How, David............. 121 Maywood Drive, San 8,122 8,122 0
Francisco, CA 94127-2039
JABE, LLC.............. c/o Draper Associates, 8,248 8,248 0
400 Seaport Ct.,
Ste 250, Redwood City,
CA 94063-2767
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling Address of Selling to the Being Owned After
Stockholder Stockholder Offering Offered the Offering
--------------- ------------------------ ------------ --------- ------------
<C> <S> <C> <C> <C>
Jurvetson, Steve......... c/o Draper Associates, 15,824 15,824 0
400 Seaport Ct., Ste
250, Redwood City, CA
94063-2767
Kubal, Lawrence.......... 400 Seaport Ct., Ste. 708 708 0
250, Redwood City, CA
94063-2767
Kligfeld Family Trust,
Marnin & Margo........... 1615 Bonanza Street, 75,526 75,526 0
Suite 203,
Walnut Creek, CA 94596
Lysander, LLC............ c/o Rockefeller & Co., 1,562 1,562 0
30 Rockefeller Plaza
#5600, New York, NY
10112-0002
MacNaughton, Andrew...... 1808 Country Club Rd., 850 850 0
Thousand Oaks, CA 91360-
5005
c/o Genstar, 555
MacNaughton, Angus....... California Street, 2,440 2,440 0
Suite 4850, San
Francisco, CA 94104
MacNaughton, Gillian..... 7 Baird Street, Apt 12, 626 626 0
Montpelier,
VT 05602-3041
McDaniel, Terrence L.
and McDaniel, Sally
A., Trustees under the
McDaniel Family
Revocable Trust dated 144 Iron Gate Ct.,
December 17, 1998....... Alamo, CA 94507 45,924 45,924 0
Mayo Foundation.......... c/o Harry Hoffman, 200 43,748 43,748 0
1st St., SW, Rochester
MN 55905-0001
Mostes-Withrow, Karen.... 400 Seaport Ct., Ste. 1,932 1,932 0
250, Redwood City, CA
94063-2767
9 Brooktree Drive,
Newman, Greg............. Danville, CA 94506 159,256 159,256 0
Norman-Weil Foundations.. c/o Frank Weil, Abacus 4,168 4,168 0
VTRS, 147 E 48th St. New
York, NY 10017-1223
30 Rockefeller Plaza
O'Neill, Abby............ 5600, New York, 1,562 1,562 0
NY 10112-0002
30 Rockefeller Plaza
O'Neill, George.......... 5600, New York, 938 938 0
NY 10112-0002
1521 East San Alto,
Osline, Nila............. Orange, CA 92865 5,941 5,941 0
Packard, Warren.......... 400 Seaport Ct., Ste. 530 530 0
250, Redwood City, CA
94063-2767
531 Ravenscourt Rd.,
Parker, Thomas........... Hillsborough, 524 524 0
CA 94010-6837
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Name of Selling Address of Selling to the Being Owned After
Stockholder Stockholder Offering Offered the Offering
--------------- ------------------------ ------------ --------- ------------
<C> <S> <C> <C> <C>
Paterson Family Trust... c/o Genstar, 555 1,160 1,160 0
California St., Suite
4850,
San Francisco, CA 94104-
1502
Richards, Roy........... c/o Southwire Co., PO 1,406 1,406 0
Box 1000 Carrollton,
GA 30119-0002
Rowland Trust........... 610 Greystone Terrace, 23,182 23,182 0
Orinda, CA 94563
Rowland Trust........... 610 Greystone Terrace, 4,176 4,176 0
Orinda, CA 94563
Haley A.
Rowland Trust,.......... 610 Greystone Terrace, 4,176 4,176 0
Orinda, CA 94563
Marisa H.
Sapling Foundation...... c/o Millenium Asset 3,124 3,124 0
Mgmt, 150 N. Hill Drive,
Ste 40, Brisbane, CA
94005
Selby, Norman........... 262 Central Park West 3,124 3,124 0
Apt. 4E, New York,
NY10024-3512
Senoff, Robert.......... c/o Millenium Asset 156 156 0
Mgmt, 150 N. Hill Drive
Ste 40, Brisbane, CA
94005
EC Steele Co Inc........ c/o Steele Associates, 6,250 6,250 0
PO Box 14267, North Palm
Beach, FL 33408-0267
Stork, Carl............. c/o Microsoft Corp., 1 6,250 6,250 0
Microsoft Way
Redmond, WA 98052-8300
Thomas, William......... 455 Cervantes Rd., 1,574 1,574 0
Portola Valley,
CA 94028-7659
Tinklenberg Trust,...... 2841 Greer Rd., Palo 412 412 0
Alto, CA 94303-3830
J.R. & M.V.
Tuchman, Mitch.......... 195 Gloria Circle, Menlo 41,770 41,770 0
Park, CA 94025
Turner, Ross J.......... c/o Genstar Investment 840 840 0
Corporation,
555 California Street,
Suite 4850
San Francisco, CA 94104-
1502
Vaccarello, Richard H... 13562 Toni Ann Place, 10,980 10,980 0
Saratoga, CA 95070-4852
University of........... c/o John Feldt, 1848 8,748 8,748 0
University Avenue
Wisconsin Foundation PO Box 8860, Madison, WI
53708
Walchek, Scott.......... 4159 Buckingham Road, 228,604 228,604 0
Danville, CA 94526
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
to the Being Owned After
Name of Selling Stockholder Address of Selling Stockholder Offering Offered the Offering
- --------------------------- -------------------------------------------- ------------ --------- ------------
<S> <C> <C> <C> <C>
West Family Trust....... 13426 Highland Ranch Rd., Poway, CA 92064 360 360 0
Weston, Graham.......... 2361 Broadway Street, San Francisco, 125,810 125,810 0
CA 94115-1233
Williams, Tom........... 16096 Greenwood Road, Monte Sereno, 312 312 0
CA 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
Revocable Family
Trust.................. 1311 Heaven Hill Road, Sonoma, CA 95476 3,018 3,018 0
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,.............. 52 West 5th Avenue, San Mateo, CA 94402 23,412 23,412 0
Don 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, 2,717 2,717 0
CA 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
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
to the Being Owned After
Name of Selling Stockholder Address of Selling Stockholder Offering Offered the Offering
- --------------------------- -------------------------------------------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Goldstein, Mark, H...... 67 Issaquah Dock, Sausalito, CA 94965 264,303 264,303 0
Goldstein, Seth......... 115 Central Park West, Apt 7A, New York, 94 94 0
NY 10023
Interactive Minds....... Attn: Carl Nichols, 1154 Clayton Street, 44,851 44,851 0
Ventures, L.P. San Francisco, CA 94117
Kapany, Raj............. 57 Amador Avenue, Atherton, CA 94027 603 603 0
Krass, Jonathan......... 28120 Story Hill Lane, Los Altos Hills, 1,690 1,690 0
CA 94022
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, 603 603 0
MA 01950
Lopes, John............. 25541 Fremont Road, Los Altos Hills, 3,018 3,018 0
CA 94022
Mann, James L........... 1285 Drummers Lane, Wayne, PA 19087 6,036 6,036 0
Howard E. Marks......... 615 N. Arden Drive, Beverly Hills, CA 90210 6,036 6,036 0
Living 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, 702 702 0
CA 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, 2,012 2,012 0
CA 94115
Raynes, Arthur.......... 317 Ingeborg Road, Wynnewood, PA 19096 6,036 6,036 0
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of
Beneficially Number of Shares
Owned Prior Shares Beneficially
Address of Selling to the Being Owned After
Name of Selling Stockholder Stockholder Offering Offered the Offering
--------------------------- ------------------------ ------------ --------- ------------
<C> <S> <C> <C> <C>
Rosen, Joe........... 2 Townsend Street, Apt 702 702 0
2508, San Francisco,
CA 94107
Rubin, Jon........... 1400 Key Blvd, 1st 6,036 6,036 0
Floor, Arlington,
VA 22209
Schimmel, Steve...... 2828 Webster Street, 520 520 0
Apt. #10, San Francisco,
CA 94123
Softbank Technology
Advisors Fund, L.P... Attn: Helen R.S. 3,115 3,115 0
MacKenzie, 333 W. San
Carlos St., Suite 1225,
San Jose, CA 95110
Softbank Technology
Ventures IV, L.P.... Attn: Helen R.S. 162,612 162,612 0
MacKenzie, 333 W. San
Carlos St., Suite 1225,
San Jose, CA 95110
Stuart, Greg......... Flycast Communications, 1,063 1,063 0
181 Fremont St.,
San Francisco, CA 94107
Urban West Capital
Partners............ 520 Broadway, Suite 100, 6,036 6,036 0
Santa Monica, CA 90401
Wiener, Jason........ 225 Mallorca Way, #106, 114 114 0
San Francisco,
CA 94123
WS Investments 97B... Attn: Robert P. Latta, 4,224 4,224 0
650 Page Mill Road,
Palo Alto, CA 94304
Yahoo! Inc........... Attn: Tim Koogle, 3420 48,560 48,560 0
Central Expressway,
Santa Clara, CA 95051
Yu, Francis.......... 846 Corrient Point 86 86 0
Drive, Redwood City,
CA 94065
</TABLE>
19
<PAGE>
PLAN OF DISTRIBUTION
Inktomi will not receive any proceeds from the sale of the shares. The
shares may be sold from time to time by the selling shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The shares may be
sold by one or more of the following: (a) a block trade in which the broker-
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker-dealer as principal and resale by such broker-dealer for
its account pursuant to this prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, broker-dealers engaged by the selling shareholders may arrange
for other broker-dealers to participate in the resales.
In connection with distributions of the shares or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares registered hereunder in the course of hedging the positions they
assume with selling shareholders. The selling shareholders may also sell shares
short and redeliver the shares to close out such short positions. The selling
shareholders may also enter into option or other transactions with broker-
dealers which require the delivery to the broker-dealer of the shares
registered hereunder, which the broker-dealer may resell or otherwise transfer
pursuant to this prospectus. The selling shareholder may also loan or pledge
the shares registered hereunder to a broker-dealer and the broker-dealer may
sell the shares so loaned or upon a default the broker-dealer may effect sales
of the pledged shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling shareholders in amounts to
be negotiated in connection with the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts
or commissions under the Securities Act. In addition, any securities covered by
this prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this prospectus.
All costs, expenses and fees in connection with the registration of the
shares will be borne by Inktomi. Commissions and discounts, if any,
attributable to the sales of the shares will be borne by the selling
shareholders. The selling shareholders may agree to indemnify any broker-dealer
or agent that participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under the Securities
Act. Inktomi and the selling shareholders have agreed to indemnify certain
persons including broker-dealers or agents against certain liabilities in
connection with the offering of the shares, including liabilities arising under
the Securities Act.
20
<PAGE>
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, investment
partnerships composed of individuals associated with Wilson Sonsini Goodrich &
Rosati and attorneys who are members of or are employed by Wilson Sonsini
Goodrich & Rosati, beneficially own an aggregate of 20,912 shares of Inktomi's
Common Stock.
EXPERTS
The consolidated financial statements of Inktomi as of September 30, 1998
and 1997, and for the period from February 2, 1996 (date of inception) to
September 30, 1996, and the years ended September 30, 1997 and 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.
21
<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
corporation to indemnify or t
o 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.
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<PAGE>
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.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
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 (previously filed)
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) (previously filed)
24.1 Power of Attorney (previously filed)
</TABLE>
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.
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<PAGE>
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
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.
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<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 Amendment
No. 1 to 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 12th day of July, 1999.
INKTOMI CORPORATION
/s/ Jerry M. Kennelly
By: __________________________________
Jerry M. Kennelly,
Vice President of Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to 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 Executive July 12, 1999
David C. Peterschmidt Officer) and Chairman of the
Board of Directors
/s/ Jerry M. Kennelly Vice President of Finance and
__________________________ Chief Financial Officer July 12, 1999
Jerry M. Kennelly (Principal Financial and
Accounting Officer)
Director
Frank Gill* July 12, 1999
__________________________
Frank Gill
Director
Alan F. Shugart* July 12, 1999
__________________________
Alan F. Shugart
Director
Eric A. Brewer* July 12, 1999
__________________________
Eric A. Brewer
Director
John A. Porter* July 12, 1999
__________________________
John A. Porter
Director July 12, 1999
Frederic W. Harman*
__________________________
Frederic W. Harman
/s/ Jerry M. Kennelly
*By__________________
Jerry M. Kennelly As
attorney-in-fact
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
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
(previously filed)
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) (previously filed)
24.1 Power of Attorney (previously filed)
</TABLE>
<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
the period from February 2, 1996 (date of inception) to September 30, 1996, and
the years ended September 30, 1997 and 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
July 12, 1999
