SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
AKAMAI TECHNOLOGIES, INC.
_________________________
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
_______________________________________
(Title of Class of Securities)
00971T101
_______________
(CUSIP Number)
Edward D. Sopher, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
_________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 29, 1999
_____________________________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 19 Pages
Exhibit Index: Page 14
<PAGE>
Page 2 of 19 Pages
SCHEDULE 13D
CUSIP No. 00971T101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BAKER COMMUNICATIONS FUND, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 7,818,471
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 7,818,471
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,818,471
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
8.38%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 19 Pages
SCHEDULE 13D
CUSIP No. 00971T101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BAKER CAPITAL PARTNERS, LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 7,818,471
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
7,818,471
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,818,471
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
8.38%
14 Type of Reporting Person*
00; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 19 Pages
SCHEDULE 13D
CUSIP No. 00971T101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
EDWARD W. SCOTT
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 7,818,471
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
7,818,471
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,818,471
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
8.38%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 19 Pages
This Statement on Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of Akamai Technologies, Inc.
(the "Issuer"). This Statement is being filed by the Reporting Persons (as
defined herein) to report the recent acquisition of Shares of the Issuer, as a
result of which the Reporting Persons may be deemed to be the beneficial owners
of more than five percent of the outstanding Shares of the Issuer.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is 201 Broadway, Cambridge MA 02139.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
i) Baker Communications Fund, L.P. ("Baker Fund");
ii) Baker Capital Partners, LLC ("Baker Partners");
iii) Mr. Edward W. Scott ("Mr. Scott").
This Statement relates to the Shares held for the account of
Baker Fund.
Baker Fund is a Delaware limited partnership with its
principal address at 540 Madison Avenue, New York, NY 10022. The principal
business of Baker Fund is investment in securities.
Baker Partners is a Delaware limited liability company with
its principal address at 540 Madison Avenue, New York, NY 10022. Baker Partners
is the sole general partner of Baker Fund and, as such, is vested with
investment discretion over the Shares held for the account of Baker Fund. The
principal business of Baker Partners is to provide management and advisory
services to, and to invest in, Baker Fund. By reason of its investment
discretion over the Shares held for the account of Baker Fund, Baker Partners
may be deemed the beneficial owner of the Shares held for the account of Baker
Fund. Current information concerning the managers of Baker Partners is set forth
in Annex A hereto.
Mr. Scott is a citizen of the United States. The principal
occupation of Mr. Scott is serving as a manager of Baker Partners, which is
carried out at Baker Partners' principal address. As a manager of Baker
Partners, Mr. Scott has the ability to direct the investment decisions of Baker
Partners. As a result, Mr. Scott may be deemed the beneficial owner of the
Shares held for the account of Baker Fund.
During the past five years, none of the Reporting Persons and,
to the best of the Reporting Persons' knowledge, no other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a
party to any civil proceeding as a result of which it or he has been subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or
<PAGE>
Page 7 of 19 Pages
state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Baker Fund expended approximately $15,399,935 of its working
capital to purchase the securities reported herein as being acquired in the last
60 days.
The securities held for the account of Baker Fund may be held
through margin accounts maintained with brokers, which extend margin credit as
and when required to open or carry positions in their margin accounts, subject
to applicable federal margin regulations, stock exchange rules and such firms'
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the securities reported herein as having been acquired
from the account of Baker Fund were acquired for investment purposes. Except as
set forth below, neither the Reporting Persons nor, to the best of their
knowledge, any of the other persons identified in response to Item 2, has any
plans or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
As a Director of the Issuer, Mr. Scott may have influence over
the corporate activities of the Issuer, including as may relate to transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose of, or cause to
be disposed, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of Baker Fund, Baker Partners
and Mr. Scott may be deemed the beneficial owner of the 7,818,471
Shares held by Baker Fund (approximately 8.38% of the total number of Shares
which would be outstanding assuming the conversion of all of the securities held
by Baker Fund).
(b) (i) Baker Fund may be deemed to have the
sole power to direct the voting and disposition of the 7,818,471 Shares held by
Baker Fund (assuming the conversion of all of the securities held by Baker
Fund).
(ii) Each of Baker Partners, and Mr. Scott
may be deemed to have the shared power to direct the voting and
disposition of the 7,818,471 Shares held by Baker Fund (assuming the conversion
of all of the securities held by Baker Fund).
(c) Except for the transactions listed
on Annex B hereto, there have been no transactions effected with respect to the
Shares since September 9, 1999 (60 days prior to the date hereof) by any of the
Reporting Persons.
(d) The partners of Baker Fund have the
right to participate in the receipt of dividends from or proceeds from the sale
of securities of the Issuer, including the Shares, held for the account of Baker
Fund in accordance with their partnership interests in Baker Fund.
<PAGE>
Page 8 of 19 Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On April 16, 1999, Baker Fund entered into a Registration
Rights Agreement (as amended and restated on September 20, 1999, the
"Registration Rights Agreement") with the Issuer and other stockholders of the
Issuer pursuant to which the Issuer granted Baker Fund certain registration
rights with respect to certain of the Issuer's securities.
Pursuant to Section 2 and Section 4 of the Registration Rights
Agreement, Baker Fund was granted certain rights relating to its ability to
demand that the Issuer register under the Securities Act of 1933 unregistered
securities of the Issuer held by Baker Fund.
Pursuant to Section 3 and Section 4 of the Registration Rights
Agreement, Baker Fund was granted certain piggy-back registration rights, which,
if exercised, entitle Baker Fund to participate in registered offerings by the
Issuer.
Pursuant to Section 11 of the Registration Rights Agreement,
Baker Fund may be required to enter into a lock-up agreement under certain
circumstances.
The foregoing description of the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Registration Rights Agreement, which is incorporated herein by reference as
Exhibit B to this Statement.
On May 7, 1999 Baker Fund acquired a Common Stock Purchase
Warrant (the "Purchase Warrant") from the Issuer in connection with the
acquisition of a 15% senior subordinated note in principal amount of $7,000,000.
Pursuant to Section 6 of the Purchase Warrant, Baker Fund was
granted certain rights relating to its ability to demand that the Issuer
register under the Securities Act of 1933 unregistered securities of the Issuer
held by Baker Fund.
The foregoing description of the Purchase Warrant does not
purport to be complete and is qualified in its entirety by reference to the
Purchase Warrant, which is incorporated herein by reference as Exhibit C to this
Statement.
On October 28, 1999, each of Baker Fund and Mr. Scott entered
into a form of lock-up agreement (the "Form of Lock-Up Agreement") with Morgan
Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette, Salomon Smith Barney
and Thomas Weisel Partners LLC pursuant to which each of Baker Fund and Mr.
Scott is prohibited from selling certain securities of the Issuer for a period
of time.
The foregoing description of the Form of Lock-Up Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Form of Lock-Up Agreement, which is incorporated herein by reference as
Exhibit D to this Statement.
From time to time, each of the Reporting Persons may lend
securities, including the Shares, to brokers, banks or other financial
institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender
and typically provide that the borrower is entitled to exercise voting rights
and to retain dividends during the term of the loan. From time to time, to the
extent permitted by applicable laws, each of the Reporting Persons may borrow
securities, including the Shares, for the
<PAGE>
Page 9 of 19 Pages
purpose of effecting, and may effect, short sale transactions, and may purchase
securities for the purpose of closing out short positions in such securities.
Item 7. Material to be Filed as Exhibits.
A. Joint Filing Agreement dated November 8, 1999 by and among
Baker Fund, Baker Partners and Mr. Scott.
B. Registration Rights Agreement dated April 16, 1999, as
amended and restated on September 20, 1999, by and among Baker Fund, the Issuer
and other stockholders of the Issuer (filed as Exhibit 4.2 to Amendment No. 1 of
the Issuer's Form S-1 (Commission File Number 333-85679) and incorporated herein
by reference).
C. Common Stock Purchase Warrant dated May 7, 1999 between
Baker Fund and the Issuer (filed as Exhibit 10.20 to Amendment No. 1 of the
Issuer's Form S-1 (Commission File Number 333-85679) and incorporated herein by
reference).
D. Form of Lock-Up Agreement dated October 28, 1999 between
Baker Fund and Morgan Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette,
Salomon Smith Barney and Thomas Weisel Partners LLC, and between Mr. Scott and
Morgan Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette, Salomon Smith
Barney and Thomas Weisel Partners LLC.
<PAGE>
Page 10 of 19 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: November 8, 1999
BAKER COMMUNICATIONS FUND, L.P.
By: Baker Capital Partners, LLC
Its General Partner
By: /S/ JOHN C. BAKER
------------------------------
John C. Baker
Chairman
BAKER CAPITAL PARTNERS, LLC
By: /S/ JOHN C. BAKER
---------------------------------------
John C. Baker
Chairman
<PAGE>
Page 11 of 19 Pages
EDWARD W. SCOTT
/S/ EDWARD W. SCOTT
-----------------------------------------------
<PAGE>
Page 12 of 19 Pages
ANNEX A
The following is a list of all of the persons (other than Mr.
Scott) who serve as managers of Baker Partners.
John C. Baker
Lawrence Bettino
Ashley Leeds
Henry Baker
Each of the above-listed persons is a United States citizen whose
principal occupation is serving as a manager of Baker Partners, and each has a
business address c/o Baker Capital Partners, LLC, 540 Madison Avenue, New York,
NY 10022
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares directly.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 13 of 19 Pages
ANNEX B
RECENT TRANSACTIONS IN THE SECURITIES OF
AKAMAI TECHNOLOGIES, INC.
Date of Nature of Number of
For the Account of Transaction Transaction Shares Price
BAKER FUND 10/25/99 PURCHASE 145,195 /1/
10/29/99 PURCHASE 400,000 $26.00/2/
- ----------------
/1/ On the date of the Issuer's initial public offering, 145,195 shares of
Series C Convertible Preferred Stock held by Baker Fund automatically
converted into 908,339 Shares.
/2/ Acquired in Issuer's initial public offering.
<PAGE>
Page 14 of 19 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated November 8, 1999 by and
among Baker Communications Fund, L.P., Baker Capital
Partners, LLC and Mr. Edward W. Scott 15
B. Registration Rights Agreement dated April 16, 1999, as
amended and restated on September 20, 1999, by and among
Baker Communications Fund, L.P., Akamai Technologies,
Inc. and other stockholders of Akamai Technologies, Inc.
(filed as Exhibit 4.2 to Amendment No. 1 to Akamai
Technologies, Inc.'s Form S-1 (Commission File Number
333-85679) and incorporated herein by reference)
C. Common Stock Purchase Warrant dated May 7, 1999 between
Baker Fund Communications Fund, L.P. and Akamai
Technologies, Inc. (filed as Exhibit 10.20 to Amendment
No. 1 to Akamai Technologies, Inc.'s Form S-1
(Commission File Number 333-85679) and incorporated
herein by reference)
D. Form of Lock-Up Agreement dated October 28, 1999 between
Baker Communications Fund, L.P., Morgan Stanley & Co.
Incorporated, Donaldson, Lufkin & Jenrette, Salomon
Smith Barney, and Thomas Weisel Partners LLC, and
between Mr. Edward W. Scott and Morgan Stanley & Co.
Incorporated, Donaldson, Lufkin & Jenrette, Salomon
Smith Barney, and Thomas Weisel Partners
LLC..................................................... 17
Page 15 of 19 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of Akamai Technologies, Inc. dated November
8, 1999 is, and any amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Date: November 8, 1999
BAKER COMMUNICATIONS FUND, L.P.
By: Baker Capital Partners, LLC
Its General Partner
By: /S/ JOHN C. BAKER
-------------------------------
John C. Baker
Chairman
BAKER CAPITAL PARTNERS, LLC
By: /S/ JOHN C. BAKER
-------------------------------------
John C. Baker
Chairman
<PAGE>
Page 16 of 19 Pages
EDWARD W. SCOTT
/S/ EDWARD W. SCOTT
-----------------------------------------------
Page 17 of 19 Pages
EXHIBIT D
October 28, 1999
Morgan Stanley & Co. Incorporated
Donaldson, Lufkin & Jenrette
Salomon Smith Barney
Thomas Weisel Partners LLC
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Dear Sirs and Mesdames:
The undersigned understands that Morgan Stanley & Co. Incorporated
("Morgan Stanley") proposes to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Akamai Technology, Inc., a Delaware corporation
(the "Company") providing for the public offering (the "Public Offering") by the
several Underwriters, including Morgan Stanley (the "Underwriters"), of shares
(the "Shares") of the common stock, par value $0.01 per share, of the Company
(the "Common Stock").
To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent and waiver of Morgan
Stanley on behalf of the Underwriters, the undersigned will not, during the
period commencing on the date hereof and ending 180 days after the date of the
final prospectus relating to the Public Offering (the "Prospectus"), (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, or (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to the
sale of any Shares to the Underwriters pursuant to the Underwriting Agreement,
transactions relating to shares of Common Stock or other securities acquired in
open market transactions after the completion of the Public Offering or the sale
or transfer of shares to the acquiror in connection with the sale of the Company
pursuant to a merger, sale of stock, sale of assets or otherwise. In addition,
the undersigned agrees that, without the prior written consent of Morgan Stanley
on behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the Prospectus, make any
demand for or exercise any right with respect to, the registration of any shares
of Common Stock or any security convertible into or exercisable or exchangeable
for Common Stock.
<PAGE>
Notwithstanding the foregoing (i) gifts and transfers by will or
intestacy or (ii) transfers to (A) the undersigned's members, partners,
affiliates or immediate family or (B) a trust, the beneficiaries of which are
the undersigned and/or members of the undersigned's immediate family, shall not
be prohibited by this agreement; provided, that (x) the donee or transferee
agrees in writing to be bound by the foregoing in the same manner as it applies
to the undersigned and (y) if the donor or transferor is a reporting person
subject to Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act"), any gifts or transfers made in accordance with this paragraph shall not
require such person to, and such person shall not voluntarily, file a report of
such transaction on Form 4 under the Exchange Act. "Immediate family" shall mean
spouse, lineal descendants, father, mother, brother or sister of the transferor
and father, mother, brother or sister of the transferor's spouse.
Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Morgan Stanley, on behalf of the Underwriters, may, in its sole
discretion, waive or amend any restriction contained in any lock-up agreement
with a shareholder of the Company; provided, that, if any shareholder listed on
-------- ----
Exhibit A hereto (the "Permitted Seller") sells in excess of an aggregate of
10,000 Shares pursuant to any such waiver or amendment, the undersigned shall be
permitted to sell that percentage of his or her total number of Shares that
equals the percentage obtained by dividing (x) the number of Shares in excess of
10,000 that are sold by the Permitted Seller pursuant to such waiver or
amendment, by (y) the total number of Shares held by the Permitted Seller prior
to such sale.
This agreement shall automatically terminate if any of the persons listed
on Schedule A hereto fail to sign a lock-up substantially in the form hereof
prior to the date of the Prospectus, if the Underwriting Agreement is not
entered into by December 31, 1999 or if the Underwriters do not purchase the
Shares and the Underwriting Agreement is terminated pursuant to its terms.
Very truly yours,
________________________________
(Name)
________________________________
(Address)
<PAGE>
Schedule A
F. Thomson Leighton
Daniel M. Lewin
THE ATREL TRUST
THE MALLARD TRUST
Paul Sagan
Robert O. Ball III
Earl P. Galleher III
David Goodtree
Steven P. Heinrich
Bruce M. Maggs
Jonathan Seelig
Battery Ventures IV, L.P.
Battery Investment Partners IV, LLC
Baker Communications Fund, L.P.
George H. Conrades
Polaris Venture Management Co. II., L.L.C.
Polaris Venture Partners II L.P.
Polaris Venture Partners Founders' Fund II L.P.
Arthur H. Bilger
Arthur H. Bilger 1996 Family Trust
ADASE Partners L.P.
AT Investors LLC
Todd A. Dagres
Terrance G. McGuire
Edward W. Scott
Apple Computer, Inc.
Cisco Systems, Inc.
Microsoft Corporation
