<PAGE>
As filed with the Securities and Exchange Commission on January 21, 1999
Registration No. 333-66661
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective
Amendment No. 1
to
Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INKTOMI CORPORATION
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
Delaware 7379 94-3238130
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
1900 S. Norfolk Street, 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)
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JERRY M. KENNELLY
Chief Financial Officer
1900 S. Norfolk Street, Suite 310
San Mateo, CA 94403
(650) 653-2800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
<TABLE>
<S> <C>
DOUGLAS H. COLLOM DONALD M. KELLER, JR.
ROGER E. GEORGE MARK L. SILVERMAN
Wilson Sonsini Goodrich & Rosati Venture Law Group
Professional Corporation A Professional Corporation
650 Page Mill Road 2800 Sand Hill Road
Palo Alto, CA 94304 Menlo Park, CA 94025
(650) 493-9300 (650) 854-4488
</TABLE>
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Approximate date of commencement of sale to the public:
November 19, 1998
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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, check the following box. [_]
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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
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<PAGE>
SUPPLEMENTAL NOTE
On November 2, 1998, the Registrant filed its Registration Statement on Form
S-1 (File No. 333-66661) covering 3,450,000 shares of the Registrant's Common
Stock (the "Shares") to be sold by certain stockholders of the Company (the
"Selling Stockholders") and the Registrant, including 450,000 shares subject to
an over-allotment option to be granted to the Underwriters upon the
effectiveness of the Registration Statement.
On November 19, 1998, the Commission declared the Registration Statement
effective.
Pursuant to the Underwriting Agreement dated November 19, 1998, the
Underwriters agreed to purchase from the Registrant and the Selling
Stockholders 3,000,000 shares of Common Stock, and the Registrant granted the
Underwriters an over-allotment option to acquire 450,000 shares of Common Stock
as more fully described under the caption "Underwriters" in the prospectus
forming a part of the Registration Statement. On November 20, 1998, the Company
filed its form of final prospectus with the Commission pursuant to Rule
424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act").
On November 24, 1998, the Underwriter's elected to purchase 366,268 shares
pursuant to their over-allotment option.
The Underwriter's over-allotment option expired on December 20, 1998.
Accordingly, the Registrant hereby de-registers an aggregate of 83,732
shares of its Common Stock registered pursuant to the Registration Statement
consisting of the shares of Common Stock indicated in the prospectus as being
subject to the Underwriters' over-allotment option at the time the Registration
Statement became effective which were not sold before the expiration of the
option.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Mateo, State of California, on the 21st day
of January 1999.
INKTOMI CORPORATION
By: /s/ David C. Peterschmidt
__________________________________
David C. Peterschmidt
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ David C. Peterschmidt President, Chief January 21, 1999
- --------------------------------- Executive Officer and
(David C. Peterschmidt) Chairman (Principal
Executive Officer)
/s/ Jerry M. Kennelly Vice President of January 21, 1999
- --------------------------------- Finance and Chief
(Jerry M. Kennelly) Financial Officer
(Principal Financial
and Accounting
Officer)
/s/ * Director January 21, 1999
- ---------------------------------
(Eric A. Brewer)
/s/ Director January 21, 1999
- ---------------------------------
(Frank Gill)
/s/ * Director January 21, 1999
- ---------------------------------
(Fredric W. Harman)
/s/ * Director January 21, 1999
- ---------------------------------
(John A. Porter)
/s/ * Director January 21, 1999
- ---------------------------------
(Alan F. Shugart)
*By: /s/ David C. Peterschmidt
_____________________________
David C. Peterschmidt Attorney-in-
fact
