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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: June 12, 2000
(Date of earliest event reported)
AKAMAI TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware 0-27275 04-3432319
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)
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500 Technology Square, Cambridge, Massachusetts 02139
(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (617) 250-3000
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ITEM 5. OTHER EVENTS.
Akamai Technologies, Inc. (the "Company") announced on June 12, 2000
that it proposed to offer and sell $250 million of convertible subordinated
notes due 2007, which would be convertible into shares of the Company's common
stock, $.01 par value per share (the "Common Stock"). A copy of the press
release announcing the offering is attached to this Current Report on Form 8-K
as Exhibit 99.1.
The Company announced on June 15, 2000 the pricing of its 5 1/2%
Convertible Subordinated Notes in the aggregate principal amount of $300 million
(including an option to purchase up to an additional $50 million principal
amount of notes to cover over allotments, if any) in accordance with Rule 144A
under the Securities Act of 1933, as amended (the "Notes"). The Company
announced that the Notes would be due July 1, 2007, convertible into shares of
Common Stock at a conversion price of $115.47 per share and accrue interest
payable semiannually. A copy of the press release announcing the pricing of the
Notes is attached to this Current Report on Form 8-K as Exhibit 99.2.
The material terms of the Notes are set forth in (i) a Purchase
Agreement, dated as of June 15, 2000, by and among the Company, Donaldson,
Lufkin & Jenrette Securities Corporation, Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc. and Thomas Weisel Partners LLC; (ii) an Indenture,
dated as of June 20, 2000, by and between the Company and State Street Bank and
Trust Company; and (iii) a 5 1/2% Convertible Subordinated Notes due 2007
Registration Rights Agreement, dated as of June 20, 2000, by and among the
Company and Donaldson, Lufkin & Jenrette Securities Corporation, Morgan Stanley
& Co. Incorporated, Salomon Smith Barney Inc. and Thomas Weisel Partners LLC.
Copies of such documents are filed as Exhibits 99.3, 99.4 and 99.5 respectively,
and are incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are being filed herewith.
99.1 Akamai Technologies, Inc. Press Release dated June
12, 2000.
99.2 Akamai Technologies, Inc. Press Release dated June
15, 2000.
99.3 Purchase Agreement, dated as of June 15, 2000, by
and among Akamai Technologies, Inc., Donaldson,
Lufkin & Jenrette
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Securities Corporation, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc. and Thomas
Weisel Partners LLC.
99.4 Indenture, dated as of June 20, 2000, by and
between Akamai Technologies, Inc. and State
Street Bank and Trust Company.
99.5 5 1/2% Convertible Subordinated Notes due 2007
Registration Rights Agreement, dated as of June
20, 2000, by and among the Company and Donaldson,
Lufkin & Jenrette Securities Corporation, Morgan
Stanley & Co. Incorporated, Salomon Smith Barney
Inc. and Thomas Weisel Partners LLC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 27, 2000 AKAMAI TECHNOLOGIES, INC.
/s/ Kathryn L. Jorden
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Kathryn L. Jorden
Vice President, General Counsel and Secretary
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INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION
NUMBER
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99.1 Akamai Technologies, Inc. Press Release dated June 12, 2000.
99.2 Akamai Technologies, Inc. Press Release dated June 15, 2000.
99.3 Purchase Agreement, dated as of June 15, 2000, by and among
Akamai Technologies, Inc., Donaldson, Lufkin & Jenrette
Securities Corporation, Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc. and Thomas Weisel Partners LLC.
99.4 Indenture, dated as of June 20, 2000, by and between Akamai
Technologies, Inc. and State Street Bank and Trust Company.
99.5 5 1/2% Convertible Subordinated Notes due 2007 Registration
Rights Agreement, dated as of June 20, 2000, by and among
Akamai Technologies, Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation, Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc. and Thomas Weisel Partners LLC.
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