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As filed with the Securities and Exchange Commission on February 1, 2000
Registration No. 333-
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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 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
(650) 493-9300
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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
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<S> <C> <C> <C> <C>
Common Stock, $.001 per share par value, to
be issued under the 1998 Nonstatutory Stock
Option Plan.................................. 1,500,000 shares $ 102.94(1) $154,410,000(1) $40,765
===================================================================================================================================
</TABLE>
(1) 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 January 28, 2000.
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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 Current Report on Form 8-K dated December 3, 1999
relating to Inktomi's stock split;
3. Inktomi's Current Report on Form 8-K dated October 15, 1999, as
amended November 5, 1999, relating to the acquisition of
WebSpective Software, Inc.;
4. The description of Inktomi's common stock contained in its
Registration Statement on Form 8-A as filed with the SEC on May 22,
1998.
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 Nonstatutory Stock Option 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 from Exhibit 4.1 of 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;
(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
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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 31st day of
January, 2000.
INKTOMI CORPORATION
By: /s/ JERRY M. KENNELLY
----------------------------------------
Jerry M. Kennelly, Senior Vice President
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 January 31, 2000
- ------------------------------------------
David C. Peterschmidt Chairman (Principal Executive Officer)
/s/ JERRY M. KENNELLY Senior Vice President and Chief Financial January 31, 2000
- ------------------------------------------ Officer (Principal Financial and
Jerry M. Kennelly Accounting Officer)
/s/ ERIC A. BREWER Director January 31, 2000
- ------------------------------------------
Eric A. Brewer
/s/ FRANK GILL Director January 31, 2000
- ------------------------------------------
Frank Gill
/s/ FREDRIC W. HARMAN Director January 31, 2000
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Fredric W. Harman
/s/ JOHN A. PORTER Director January 31, 2000
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John A. Porter
/s/ ALAN F. SHUGART Director January 31, 2000
- ------------------------------------------
Alan F. Shugart
</TABLE>
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INKTOMI CORPORATION
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
INDEX TO EXHIBITS
Exhibit
Number Documents
____________ ___________________________________________________________
4.1* 1998 Nonstatutory Stock Option 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 from Exhibit 4.1 of 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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Exhibit 5.1
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January 31, 2000
Inktomi Corporation
4100 E. Third Avenue
Foster City, CA 94404
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about February 1, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,500,000 shares of your
Common Stock (the "Shares") under the 1998 Nonstatutory Stock Option Plan (the
"Stock Plan"). As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the issuance and sale of the Shares pursuant
to the Stock Plan.
It is our opinion that, when issued and sold in the manner described in the
Stock Plan and pursuant to the agreements which accompany each grant under the
Stock Plan, the Shares will be legally and validly issued, fully-paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/S/ WILSON SONSINI GOODRICH & ROSATI
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Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Inktomi Corporation of our report dated October 21,
1999 relating to the financial statements of Inktomi Corporation which appears
in Inktomi Corporation's 1999 Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
/S/ PRICEWATERHOUSECOOPERS LLP
San Francisco, California
February 1, 2000
