1 As filed with the Securities and Exchange Commission on June 1, 2001 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AKAMAI TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 04-3432319 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 500 Technology Square Cambridge, Massachusetts 02139 (617) 250-3000 (Address Including Zip Code and Telephone Number, Including Area Code of Principal Executive Offices) -------------------------- Second Amended and Restated 1998 Stock Incentive Plan 1999 Employee Stock Option Plan (Full Title of the Plans) -------------------------- KATHRYN JORDEN MEYER Vice President and General Counsel 500 Technology Square Cambridge, Massachusetts 02139 (617) 250-3000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE (1) Consists of (i) 3,500,000 shares issuable under the Second Amended and Restated 1998 Stock Incentive Plan and (ii) 2,500,000 shares issuable under the 1999 Employee Stock Purchase Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on May 30, 2001.
==================================================================================================================== Title of Securities Proposed Maximum Proposed Maximum to be Registered Amount to be Registered Offering Price Per Aggregate Offering Amount of Share Price Registration Fee - -------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value per share 6,000,000 shares (1) $10.28(2) $61,680,000(2) $15,420.00 ==================================================================================================================== 2 STATEMENT OF INCORPORATION BY REFERENCE Except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statements on Form S-8, File No. 333-89887 and File No. 333-37810, relating to our Second Amended and Restated 1998 Stock Incentive Plan, and the Registration Statement on Form S-8, File No. 333-89889, relating to our 1999 Employee Stock Purchase Plan. ITEM 8. EXHIBITS. The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Cambridge, Massachusetts, on this 31st day of May, 2001. AKAMAI TECHNOLOGIES, INC. By: /s/ Kathryn Jorden Meyer ---------------------------------- Kathryn Jorden Meyer Vice President and General Counsel POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of Akamai Technologies, Inc., hereby severally constitute and appoint George H. Conrades, Paul Sagan and Kathryn Jorden Meyer, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Akamai Technologies, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. 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.
SIGNATURE TITLE DATE --------- ----- ---- /s/ George H. Conrades Chairman of the Board and Chief Executive May 31, 2001 - ---------------------------------- Officer (Principal executive officer) George H. Conrades /s/ Timothy Weller Chief Financial Officer and Treasurer May 31, 2001 - ---------------------------------- (Principal financial and accounting Timothy Weller officer) /s/ Arthur H. Bilger Director May 31, 2001 - ---------------------------------- Arthur H. Bilger /s/ Todd A. Dagres Director May 31, 2001 - ---------------------------------- Todd A. Dagres /s/ F. Thomson Leighton Director May 31, 2001 - ---------------------------------- F. Thomson Leighton /s/ Daniel M. Lewin Director May 31, 2001 - ---------------------------------- Daniel M. Lewin /s/ Terrance G. McGuire Director May 31, 2001 - ---------------------------------- Terrance G. McGuire Director - ---------------------------------- Edward W. Scott 4 INDEX TO EXHIBITS NUMBER DESCRIPTION - ------ ----------- 4.1(1) Certificate of Incorporation of the Registrant, as amended 4.2(2) By-Laws of the Registrant, as amended 4.3(2) Specimen Certificate of Common Stock of the Registrant 5.1 Opinion of Hale and Dorr LLP, counsel to the Registrant 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers LLP 24.1 Power of attorney (included on the signature pages of this registration statement) - -------------------------------------------------------------------------------- (1) Previously filed as an Exhibit to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2000. (2) Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-85679) and incorporated herein by reference.
1 Exhibit 5.1 HALE AND DORR LLP 60 STATE STREET - BOSTON, MA 02109 617-526-6000 - FAX 617-526-5000 June 1, 2001 Akamai Technologies, Inc. 500 Technology Square Cambridge, Massachusetts 02139 1999 Employee Stock Purchase Plan Second Amended and Restated 1998 Stock Incentive Plan ----------------------------------------------------- Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 6,000,000 shares of common stock, $0.01 par value per share (the "Shares"), of Akamai Technologies, Inc., a Delaware corporation (the "Company"), issuable under the Company's Second Amended and Restated 1998 Stock Incentive Plan and 1999 Employee Stock Purchase Plan (collectively, the "Plans"). We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the shares in accordance with the Plans, to register and qualify the shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. 2 It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /S/ HALE AND DORR LLP --------------------- HALE AND DORR LLP
1 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated January 22, 2001, relating to the consolidated financial statements and financial statement schedules, which appear in Akamai Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts May 30, 2001