<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant Under Rule 14a-12
INKTOMI CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
[INKTOMI LOGO]
INKTOMI CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 26, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Inktomi
Corporation, a Delaware corporation (the "Company"), will be held on Wednesday,
July 26, 2000 at 9:30 a.m., local time, at the offices of the Company, 4100 East
Third Avenue, Foster City, CA 94404 for the following purposes:
1. To consider and vote upon a proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized common shares
from 300,000,000 to 1,500,000,000; and
2. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on May 31, 2000
are entitled to notice of and to vote at this meeting and any adjournment or
postponement thereof.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to vote
your shares in one of the following manners:
o Mark, sign, date and return the enclosed proxy card as promptly as
possible in the enclosed self-addressed envelope;
o Dial the telephone number indicated on the enclosed proxy card and
cast your vote in accordance with the instructions given to you on the
telephone; or
o Cast your vote via the Internet at http://www.__________________.
Any stockholder attending the meeting may vote in person even if he or she has
used any of the three options above. However, if a stockholder's shares are held
of record by a broker, bank or other nominee and the stockholder wishes to vote
at the meeting, the stockholder must obtain from the record holder a proxy
issued in his or her name.
BY ORDER OF THE BOARD OF DIRECTORS
---------------------------------------------------
Tim Stevens
Vice President of Corporate and Legal Affairs,
General Counsel and Assistant Secretary
Foster City, California
June __, 2000
<PAGE>
INKTOMI CORPORATION
4100 EAST THIRD AVENUE
FOSTER CITY, CALIFORNIA 94404
-------------------------------
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
-------------------------------
The enclosed Proxy is solicited on behalf of the Board of Directors
(the "Board") of Inktomi Corporation, a Delaware corporation (the "Company"),
for use at the Special Meeting of Stockholders (the "Special Meeting") to be
held on Wednesday, July 26, 2000 at 9:30 a.m., local time, at the offices of the
Company at 4100 East Third Avenue, Foster City, CA 94404 or at any adjournment
or postponement thereof, for the purposes set forth herein and in the
accompanying Notice of the Special Meeting of Stockholders. The Company's
principal executive offices are located at 4100 East Third Avenue, Foster City,
California, 94404. The Company's telephone number at that location is (650)
653-2800.
The Company intends to mail this proxy statement and accompanying proxy
card on or about June 26, 2000 to all stockholders entitled to vote at the
meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARE OWNERSHIP
Stockholders of record at the close of business on May 31, 2000 (the
"Record Date") are entitled to notice of and to vote at the Special Meeting. At
the Record Date, 111,134,180 shares of the Company's common stock ("Common
Stock") were issued and outstanding and held of record by approximately 1,364
stockholders.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Company
(attention: Tim Stevens, Vice President of Corporate and Legal Affairs, General
Counsel and Assistant Secretary) a written notice of revocation or a duly
executed proxy bearing a later date or by attending the Special Meeting and
voting in person.
VOTING AND SOLICITATION
Each share of Common Stock outstanding on the Record Date is entitled
to one vote. The required quorum for the transaction of business at the Special
Meeting is a majority of the votes eligible to be cast by holders of shares of
Common Stock issued and outstanding on the Record Date. For purposes of
determining the presence of a quorum, abstentions and broker non-votes (which
may occur if a beneficial owner of stock where shares are held in a brokerage or
bank account fails to provide the broker or the bank voting instructions as to
such shares) will be counted by the Company as present at the meeting. The
affirmative vote of the holders of sixty-six and two-thirds (66 2/3) percent of
the outstanding shares of Common Stock entitled to vote at the Special Meeting,
assuming a quorum is present, is necessary for approval of the proposed
amendment to the Company's Certificate of Incorporation. Therefore, abstentions
and broker non-votes effectively count as votes against the proposal.
The cost of soliciting proxies will be borne by the Company. Proxies
may be solicited by certain of the Company's directors, officers and regular
employees, without additional compensation, in person or by telephone, email or
facsimile. In addition, The Company may retain the services of one or more firms
to assist in the solicitation of proxies, for an estimated fee of $20,000 plus
reimbursement of expenses. In addition, The Company may reimburse
<PAGE>
brokerage firms and other persons representing beneficial owners of shares for
their expenses in forwarding solicitation materials to such beneficial owners.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of May 31, 2000 of (i) each person
known to the Company to beneficially own more than 5% of the Common Stock, (ii)
each director of the Company, (iii) the Chief Executive Officer and each of the
Company's four most highly compensated executive officers (other than the Chief
Executive Officer) who were serving as executive officers at May 31, 2000, and
(iv) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
COMMON STOCK
-------------
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY HELD(1) PERCENT OF CLASS
------------------------ -------------------- -----------------
<S> <C> <C>
Eric A. Brewer(2)................................................... 4,478,667 4.0%
Inktomi Corporation
4100 E. Third Avenue
Foster City, CA 94404
Paul Gauthier (3)................................................... 6,167,514 5.5
Inktomi Corporation
4100 E. Third Avenue
Foster City, CA 94404
Frank Gill(4)....................................................... 193,600 *
Fredric W. Harman(5)................................................ 2,129,094 1.9
David C. Peterschmidt(6)............................................ 3,184,584 2.9
John Porter(7)...................................................... 326,668 *
Alan F. Shugart(8).................................................. 260,000 *
Jerry M. Kennelly(9)................................................ 820,772 *
Dennis L. McEvoy(10)................................................ 646,820 *
Richard B. Pierce(11)............................................... 1,189,006 1.1
Vince Vannelli(12).................................................. 677,684 *
All directors and executive officers as a group (13 persons)(13).... 21,113,547 19.0
---------------------
</TABLE>
* Less than one percent of the outstanding Common Stock.
(1) This table is based on information supplied by executive officers,
directors and principal stockholders of the Company and on any
Schedules 13D or 13G filed with the Securities and Exchange
Commission. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission. In computing the
number of shares beneficially owned by a person and the percentage
ownership of that person, shares of Common Stock subject to options or
warrants held by that person that are currently exercisable or will
become exercisable within 60 days after May 31, 2000 are deemed
outstanding, while such shares are not deemed outstanding for purposes
of computing percentage ownership of any other person. Unless
otherwise indicated in the footnotes below, the persons and entities
named in the table have sole voting and investment power with respect
to all shares beneficially owned, subject to community property laws
where applicable.
(2) Includes 3,476,931 shares held by Dr. Brewer. Also includes Dr.
Brewer's pro rata interest in a warrant held by Inktomi LLC, which pro
rata interest equals 701,736 shares. All such shares and warrants are
fully vested and are not subject to repurchase by the Company. Also
includes options held by Dr. Brewer to purchase 300,000 shares of
Common Stock. The options are fully exercisable although as of May 31,
2000, 274,000 shares issuable upon exercise of the options were
subject to a right of repurchase at cost in the event Dr. Brewer
ceases to be an employee of the Company.
(3) Includes 5,115,778 shares held by Mr. Gauthier. Also includes
Mr. Gauthier's pro rata interest in a warrant held by Inktomi LLC,
which pro rata interest equals 701,736 shares. All such shares and
warrants are fully vested and are not subject to repurchase by the
Company. Also includes options held by Mr. Gauthier to purchase
350,000 shares of Common Stock. The options are fully exercisable
although as of May 31, 2000,
<PAGE>
311,000 shares issuable upon exercise of the options were subject to a
right of repurchase at cost in the event Mr. Gauthier ceases to be an
employee of the Company.
(4) Consists of an option held by Mr. Gill to purchase 193,600 shares of
Common Stock. The option is fully exercisable although as of May 31,
2000, 104,649 shares were subject to a right of repurchase at cost in
the event Mr. Gill ceases to be a director of the Company.
(5) Includes 2,000,000 shares held by Oak Investment Partners VII, Limited
Partnership. Mr. Harman is a Managing Partner of the general partners
of the Oak Partners entities and is a director of the Company. He
disclaims beneficial ownership of the shares held by the Oak Partners
entities except to the extent of his proportionate partnership
interest therein. Also includes an option held by Mr. Harman to
purchase 60,000 shares of Common Stock. The option is fully
exercisable although as of May 31, 2000, 36,000 shares were subject to
a right of repurchase at cost in the event Mr. Harman ceases to be a
director of the Company.
(6) Includes 528,228 shares held by David C. Peterschmidt and Roxanne N.
Peterschmidt, Trustees of the Peterschmidt Family Trust U/D/T Dtd
12/30/91, and 5,556 shares held by Mr. Peterschmidt. Also includes
1,954,800 shares issuable upon exercise of stock options that are
fully vested. Also includes options held by Mr. Peterschmidt to
purchase 2,650,800 shares of Common Stock. The options are fully
exercisable although as of May 31, 2000, 696,000 shares issuable upon
exercise of the options were subject to a right of repurchase at cost
in the event Mr. Peterschmidt ceases to be an employee of the Company.
(7) Includes 266,668 shares held by Integra Holdings, L.P. All of such
shares are fully vested and not subject to repurchase by the Company.
Also includes an option issued to Mr. Porter to purchase 60,000 shares
of Common Stock. The option is fully exercisable although as of May
31, 2000, 36,000 shares issuable upon exercise of the option were
subject to a right of repurchase at cost in the event Mr. Porter
ceases to be a director of the Company.
(8) Includes options held by Mr. Shugart to purchase 260,000 shares of
Common Stock. The options are fully exercisable although as of May 31,
2000, 58,222 of the shares issuable upon exercise of the options were
subject to a right of repurchase by the Company at cost in the event
Mr. Shugart ceases to be a director of the Company.
(9) Includes 11,668 shares held by Jerry Kennelly, as trustee for
Christopher Kennelly; 11,668 shares held by Jerry Kennelly, as trustee
for Michael Kennelly; and 487,436 shares held by Mr. Kennelly. As of
May 31, 2000, 234,665 of the shares held by Mr. Kennelly were subject
to a right of repurchase by the Company at cost in the event Mr.
Kennelly ceases to be an employee of the Company. The right of
repurchase lapses as to all shares in the event of an acquisition of
the Company. Also includes options held by Mr. Kennelly to purchase
310,000 shares of Common Stock. The options are fully exercisable
although as of May 31, 2000, 271,000 shares issuable upon exercise of
the options were subject to a right of repurchase at cost in the event
Mr. Kennelly ceases to be an employee of the Company.
(10) Includes 370,820 shares held by Mr. McEvoy and his wife. At May 31,
2000, 271,000 of the shares held by Mr. McEvoy and his wife were
subject to a right of repurchase by the Company at cost in the event
Mr. McEvoy ceases to be an employee of the Company. The right of
repurchase lapses as to all shares in the event of an acquisition of
the Company. Also includes options held by Mr. McEvoy to purchase
276,000 shares of Common Stock. The options are fully exercisable
although as of May 31, 2000, 271,000 shares issuable upon exercise of
the options were subject to a right of repurchase at cost in the event
Mr. McEvoy ceases to be an employee of the Company.
(11) Includes 789,006 shares held by certain family trusts and partnerships
controlled by Mr. Pierce and/or his wife, including trusts for his
minor children. As of May 31, 2000, 106,666 of the shares held by the
Pierce entities were subject to a right of repurchase by the Company
at cost in the event Mr. Pierce ceases to be an employee of the
Company, and 200,000 shares were subject to delivery in connection
with forward sales consummated by Mr. Pierce. Also includes options
held by Mr. Pierce to purchase 400,000 shares of Common Stock. The
options are fully exercisable although as of May 31, 2000, 348,000
shares issuable upon exercise of the options were subject to a right
of repurchase at cost in the event Mr. Pierce ceases to be an employee
of the Company.
(12) Includes 366,684 shares held by Mr. Vannelli. As of May 31, 2000,
352,000 of the shares held by Mr. Vannelli were subject to a right of
repurchase by the Company at cost in the event Mr. Vannelli ceases to
be an employee of the Company. Also includes options held by Mr.
Vannelli to purchase 311,000 shares of Common Stock. The options are
fully exercisable although as of May 31, 2000, 311,000 shares issuable
upon exercise of the options were subject to a right of repurchase at
cost in the event Mr. Vannelli ceases to be an employee of the
Company.
(13) Includes 1,403,472 shares issuable upon exercise of warrants and
options to purchase 6,015,400 shares, which warrants and options are
fully exercisable as of May 31, 2000.
<PAGE>
PROPOSAL NO. 1:
INCREASE IN THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
GENERAL
The Company's Certificate of Incorporation currently authorizes the
issuance of 300,000,000 shares of Common Stock and 10,000,000 shares of
Preferred Stock. In June 2000, the Board of Directors adopted a resolution
proposing that the Certificate of Incorporation be amended to increase the
authorized number of shares of Common Stock to 1,500,000,000 shares, subject to
stockholder approval of the amendment. No change is being proposed to the
authorized number of shares of Preferred Stock.
CURRENT USE OF SHARES
As of May 31, 2000, the Company had approximately 111,134,180 shares of
Common Stock outstanding, approximately 52,001,426 shares of Common Stock
reserved for future issuance under the Company's incentive stock plans, of which
approximately 7,484,923 shares are covered by outstanding options and
approximately 34,953,428 shares are available for future grant or purchase, and
approximately 2,090,910 shares of Common Stock reserved for issuance upon
exercise of outstanding warrants. Based upon the foregoing number of outstanding
and reserved shares of Common Stock, the Company has approximately 134,000,000
shares remaining available for other purposes.
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
The Board of Directors has adopted resolutions setting forth the
proposed amendment to the first sentence of Article 4 of the Company's
Certificate of Incorporation (the "Amendment"), the advisability of the
Amendment, and a call for submission of the Amendment for approval by the
Company's stockholders at the Special Meeting. The following is the text of
Article 4 of the Certificate of Incorporation of the Company, as proposed to be
amended:
The Company is authorized to issue two classes of shares of stock to be
designated, respectively, Common Stock, $0.001 par value, and Preferred Stock,
$0.001 par value. The total number of shares that the Company is authorized to
issue is 1,510,000,000 shares. The number of shares of Common Stock authorized
is 1,500,000,000. The number of shares of Preferred Stock authorized is
10,000,000.
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
The Board of Directors believes that it is in the Company's best
interest to increase the number of shares of Common Stock that the Company is
authorized to issue in order to give the Company additional flexibility to
maintain a reasonable stock price with future stock splits and stock dividends.
For example, the Company recently completed a two for one stock split (in the
form of a 100% stock dividend). Under the current Certificate of Incorporation,
the Board of Directors may not authorize future stock splits or declare
additional stock dividends without first soliciting and obtaining stockholder
approval if following such action the total number of shares of Common Stock
outstanding and reserved for issuance would exceed 300,000,000 shares. Under the
Certificate of Incorporation as proposed to be amended, the Board of Directors
would have the flexibility to authorize stock splits and declare stock dividends
resulting in outstanding and reserved shares of Common Stock of up to
1,500,000,000 shares.
The Board of Directors also believes that the availability of
additional authorized but unissued shares will provide the Company with the
flexibility to issue Common Stock for other proper corporate purposes which may
be identified in the future, such as to raise equity capital, to make
acquisitions through the use of stock, to establish strategic relationships with
other companies, and to adopt additional employee benefit plans or reserve
additional shares for issuance under such plans. Except with respect to the
acquisition of the Ultraseek Corporation, the Board of Directors has no
immediate plans, understandings, agreements or commitments to issue additional
Common Stock for any purpose.
<PAGE>
The Board of Directors believes that the proposed increase in the
authorized Common Stock will make available sufficient shares for use should the
Company decide to use its shares for one or more of such previously mentioned
purposes or otherwise. No additional action or authorization by the Company's
stockholders would be necessary prior to the issuance of such additional shares,
unless required by applicable law or the rules of any stock exchange or national
securities association trading system on which the Common Stock is then listed
or quoted. The Company reserves the right to seek a further increase in
authorized shares from time to time in the future as considered appropriate by
the Board of Directors.
Under the Company's Certificate of Incorporation, the Company's
stockholders do not have preemptive rights with respect to Common Stock. Thus,
should the Board of Directors elect to issue additional shares of Common Stock,
existing stockholders would not have any preferential rights to purchase such
shares. In addition, if the Board of Directors elects to issue additional shares
of Common Stock, such issuance could have a dilutive effect on earnings per
share, voting power, and share holdings of current stockholders.
The proposed amendment to increase the authorized number of shares of
Common Stock could, under certain circumstances, have an anti-takeover effect,
although this is not the intention of this proposal. For example, in the event
of a hostile attempt to take over control of the Company, it may be possible for
the Company to endeavor to impede the attempt by issuing shares of the Common
Stock, thereby diluting the voting power of the other outstanding shares and
increasing the potential cost to acquire control of the Company. The Amendment
therefore may have the effect of discouraging unsolicited takeover attempts. By
potentially discouraging initiation of any such unsolicited takeover attempt,
the proposed Amendment may limit the opportunity for the Company's stockholders
to dispose of their shares at the higher price generally available in takeover
attempts or that may be available under a merger proposal. The proposed
amendment may have the effect of permitting the Company's current management,
including the current Board of Directors, to retain its position, and place it
in a better position to resist changes that stockholders may wish to make if
they are dissatisfied with the conduct of the Company's business. However, the
Board of Directors is not aware of any attempt to take control of the Company
and the Board of Directors has not presented this proposal with the intent that
it be utilized as a type of anti-takeover device.
RECOMMENDATION OF THE BOARD
The Board of Directors recommends that the stockholders vote "FOR" the proposal
to amend the Company's Certificate of Incorporation to increase the authorized
number of shares of Common Stock from 300,000,000 shares to 1,500,000,000
shares.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be
presented by such stockholders at the Company's 2001 Annual Meeting of
Stockholders, whether or not for inclusion in the Company's proxy materials,
must be received by the Company no later than October 7, 2000 to be considered
at that meeting.
OTHER MATTERS
The Board of Directors knows of no other matters to be submitted to the
meeting. If any other matters properly come before the meeting, then the persons
named in the enclosed form of proxy will vote the shares they represent in such
manner as the Board may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
------------------------------------------------
Tim Stevens
Vice President of Corporate and Legal Affairs,
General Counsel and Assistant Secretary
Foster City, California
June , 2000
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
INKTOMI CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
JULY 26, 2000
The undersigned stockholder(s) of Inktomi Corporation, a Delaware
corporation, hereby acknowledge(s) receipt of the Notice of Special Meeting of
Stockholders and Proxy Statement, each dated June __ 2000, and hereby appoints
David C. Peterschmidt and Jerry M. Kennelly, and each of them, proxies and
attorneys-in-fact, with full power of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the Special Meeting of
Stockholders of Inktomi Corporation to be held July 26, 2000, at 9:30 a.m.,
Pacific Standard Time, at the offices of the Company at 4100 East Third Avenue,
Foster City, California, 94404, and at any adjournment or postponement thereof,
and to vote all shares of Common Stock which the undersigned would be entitled
to vote if then and there personally present, on the matters set forth on the
reverse side:
(CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE)
<PAGE>
THERE ARE THREE WAYS TO VOTE YOUR PROXY
<TABLE>
<CAPTION>
--------------------------------------- -- ----------------------------------- --- ----------------------------------
VOTE BY PHONE HTTP://WWW_________________ VOTE BY MAIL
1-800________________
--------------------------------------- -- ----------------------------------- --- ----------------------------------
<S> <C> <C>
Use any touch-tone telephone to vote Use the Internet to vote your Mark, sign and date your proxy
your proxy 24 hours a day, 7 days a proxy 24 hours a day, 7 days a card and return it in the
week. Have your proxy card in hand week. Have your proxy card in postage-paid envelope we have
when you call. You will be prompted hand when you access the web provided.
to enter your 3-digit company number site. You will be prompted to
and a 7-digit control number, which enter your 3-digit company number
are located above, and then follow and a 7-digit control number,
the simple instructions which are located above, to
create an electronic ballot.
--------------------------------------- -- ----------------------------------- --- ----------------------------------
</TABLE>
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned this proxy card.
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEM 1
1. Proposal to amend the Company's Certificate of Incorporation to
increase the authorized number of shares of Common Stock from
300,000,000 shares to 1,500,000,000 shares
[_] FOR [_] AGAINST [_] ABSTAIN
and in their direction, upon such other matters which may properly come before
the meeting or any adjournment or postponement thereof.
The shares represented by this proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1. If any other matters properly come
before the meeting, the persons named in this proxy will vote, in their
discretion.
Dated
Signature(s) of Stockholder(s) in Box
PLEASE SIGN exactly as your name appears
at left. Joint owners should each sign.
Executors, administrators, trustees,
etc., should so indicate when signing.
If signer is a corporation, please sign
full name by duly authorized officer.
Address change? Mark box [ ] Indicate change at left
