<PAGE>
As filed with the Securities and Exchange Commission on June 23, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
INKTOMI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------------
DELAWARE 94-3238130
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
4100 E. THIRD AVENUE
FOSTER CITY, CA 94404
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------
1998 EMPLOYEE STOCK PURCHASE PLAN
1998 STOCK OPTION PLAN
1998 NONSTATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
----------------------
TIMOTHY STEVENS
VICE PRESIDENT OF CORPORATE AND LEGAL
AFFAIRS AND GENERAL COUNSEL
4100 E. THIRD AVENUE
FOSTER CITY, CA 94404
(650) 653-2800
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
COPIES TO:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================= ========================= ====================== ====================== ==================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 per share par
value: To be issued under Inktomi
Corporation 1998 Employee Stock
Purchase Plan..................... 1,069,547 shares $130.85 (1) $139,950,225 (1) $ 36,947
========================================= ========================= ====================== ====================== ==================
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Common Stock, $.001 per share par 3,807,243 shares $117.19 (2) $446,170,807 (2) $117,789
value: To be issued under Inktomi
Corporation 1998 Stock Option Plan
========================================= ========================= ====================== ====================== ==================
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Common Stock, $.001 per share par 3,892,734 shares $117.19 (2) $456,189,497 (2) $120,434
value: To be issued under the Inktomi
Corporation 1998 Nonstatutory Stock
Option Plan
========================================= ========================= ====================== ====================== ==================
</TABLE>
(1) The exercise price of $130.8473 per share, computed in accordance with rule
457(h), is 85% of the opening price of a share of Common Stock of the
Company as reported on the Nasdaq National Market on May 1, 2000, the
current enrollment date. Pursuant to the 1998 Employee Stock Purchase Plan
(Exhibit 4.2), shares are sold at 85% of the lesser of the fair market
value of such shares on the Enrollment Date or on the Exercise Date.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
computing the amount of the registration fee based upon the average of the
high and low sales prices of the Common Stock as reported on the Nasdaq
National Market on June 16, 2000.
<PAGE>
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Inktomi Corporation hereby incorporates by reference in this registration
statement the following documents:
1. Inktomi's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
2. Inktomi's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1999.
3. Inktomi's Current Report on Form 8-K dated December 3, 1999 relating
to Inktomi's stock split;
4. The description of Inktomi's Common Stock as contained in its
Registration Statement on Form 8-A as filed with the Securities and
Exchange Commission on May 22, 1998.
All documents subsequently filed by Inktomi pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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, attorneys who are
members of or are employed by Wilson Sonsini Goodrich & Rosati and participating
in matters on behalf of Inktomi relating to this Registration Statement,
beneficially own an aggregate of 8,470 shares of Inktomi's Common Stock.
ITEM 6. 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.
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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.
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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NUMBER DOCUMENTS
-------------- ------------------------------------------------------
4.1* 1998 Stock Option Plan
4.2** 1998 Nonstatutory Stock Option Plan
4.3* 1998 Employee Stock Purchase Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page II-5)
------------------------
* Incorporated by reference to the Exhibits filed with Inktomi's
Registration Statement on Form S-1 (no. 333-50247) as declared
effective with the Securities and Exchange Commission on June 9, 1998.
** Incorporated by reference to the Exhibits filed with Inktomi's
Registration Statement on Form S-8 (no. 333-71037) filed with the
Securities and Exchange Commission on January 22, 1999.
ITEM 9. UNDERTAKINGS
(a) Rule 415 offering The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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;
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the Securities offered
therein, and the offering of such Securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the Securities being registered which remain unsold at the termination of
the offering.
(b) Filing incorporating subsequent Exchange Act documents by reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant'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.
(c) Request for acceleration of effective date or filing of registration
statement on Form S-8
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
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 the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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, the registrant 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Foster City, State of California, on this 23rd day of
June, 2000.
INKTOMI CORPORATION
By:/s/ JERRY M. KENNELLY
-------------------------------------
Jerry M. Kennelly, Vice President of
Finance and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David C. Peterschmidt and Jerry M.
Kennelly, and each of them, as his or her attorney-in-fact, with full power of
substitution in each, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- ---------------------------------------------- --------------
<S> <C> <C>
/s/ DAVID C. PETERSCHMIDT President, Chief Executive Officer and June 23, 2000
--------------------------------------------- Chairman (Principal Executive Officer)
David C. Peterschmidt
/s/ JERRY M. KENNELLY Vice President of Finance and Chief Financial June 23, 2000
--------------------------------------------- Officer (Principal Financial and Accounting
Jerry M. Kennelly Officer)
/s/ ERIC A. BREWER Director June 23, 2000
---------------------------------------------
Eric A. Brewer
/s/ FRANK GILL Director June 23, 2000
---------------------------------------------
Frank Gill
/s/ FREDRIC W. HARMAN Director June 23, 2000
---------------------------------------------
Fredric W. Harman
/s/ JOHN A. PORTER Director June 23, 2000
---------------------------------------------
John A. Porter
/s/ ALAN F. SHUGART Director June 23, 2000
---------------------------------------------
Alan F. Shugart
</TABLE>
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<PAGE>
INKTOMI CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT NUMBER DOCUMENTS
-------------- ---------------------------------------------------------------
4.1* 1998 Stock Option Plan
4.2** 1998 Nonstatutory Stock Option Plan
4.3* 1998 Employee Stock Purchase Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page II-5)
-------------------------
* Incorporated by reference to the Exhibits filed with Inktomi's Registration
Statement on Form S-1 (no. 333-50247) as declared effective by the
Securities and Exchange Commission on June 9, 1998.
** Incorporated by reference to the Exhibits filed with Inktomi's Registration
Statement on Form S-8 (no. 333-71037) filed with the Securities and
Exchange Commission on January 22, 1999.
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