<PAGE>
As filed with the Securities and Exchange Commission on January 20, 2000
Registration No. 333-80803
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post Effective Amendment No. 2
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
4100 East Third Avenue
(State or other jurisdiction of Foster City, CA 94404 (IRS Employer
incorporation or organization) (650) 653-2800 Identification Number)
(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
4100 East Third Avenue
Foster City, CA 94404
(650) 653-2800
(Name, address, including zip code, 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, California 94304
(650) 493-9300
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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On July 12, 1999, Inktomi Corporation (the "Company") filed a Registration
Statement on Form S-3 (File No. 333-80803) covering 2,136,068 shares (4,272,136
shares after giving effect to the stock split declared in December 1999) of the
Company's Common Stock to be sold by certain stockholders of the Company. On
July 14, 1999, the Commission declared the Registration Statement effective.
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended (the "Securities Act") the Company respectfully requests that the
Commission withdraw the Company's Registration Statement on Form S-3. The
Registration Statement was filed in order to register shares of the Company's
Common Stock issued to the former shareholders of Impulse! Buy Network, Inc.
and C2B Technologies, Inc., which were acquired by the Company on April 30,
1999 and September 25, 1998, respectively.
The Company is requesting the withdrawal of the Registration Statement
because, pursuant to the terms of the Registration Rights Agreement between the
Company and such former shareholders, the Company's obligations to maintain the
effectiveness of the Registration Statement under the Registration Rights
Agreement expired on January 10, 2000.
Accordingly, the Company hereby de-registers all shares of its Common Stock
registered pursuant to the Registration Statement remaining unsold thereunder.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post- Effective Amendment No. 2 to Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Foster City, State of California, on the 18th
day of January 2000.
INKTOMI CORPORATION
By: /s/ JERRY M. KENNELLY
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Jerry M. Kennelly, Senior Vice
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 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 and Chairman January 18, 2000
- ------------------------------------------- (Principal Executive Officer)
(David C. Peterschmidt)
/s/ JERRY M. KENNELLY Senior Vice President and Chief Financial Officer January 18, 2000
- ------------------------------------------- (Principal Financial and Accounting Officer)
(Jerry M. Kennelly)
/s/ * Director January 18, 2000
- -------------------------------------------
(Eric A. Brewer)
/s/ * Director January 18, 2000
- -------------------------------------------
(Frank Gill)
/s/ * Director January 18, 2000
- -------------------------------------------
(Fredric W. Harman)
/s/ * Director January 18, 2000
- -------------------------------------------
(John A. Porter)
/s/ * Director January 18, 2000
- -------------------------------------------
(Alan F. Shugart)
*By: JERRY M. KENNELLY
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(Jerry M. Kennelly)
Attorney-in Fact
</TABLE>
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