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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: November 17, 2006
(Date of earliest event reported)
AKAMAI TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-27275
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04-3432319 |
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
of Incorporation) |
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8 Cambridge Center, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (617) 444-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events
On November 20, 2006, Akamai Technologies, Inc., a Delaware corporation (Akamai), announced
that it had entered into an Agreement and Plan of Merger dated November 17, 2006 (the Merger
Agreement) by and among Akamai, Nantucket Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Akamai, Nine Systems Corporation, a Delaware corporation (Nine
Systems), and the principal stockholders of Nine Systems. Under the Merger Agreement, Akamai will
acquire all of the outstanding equity of Nine Systems in exchange for approximately 3.1 million
shares of Akamais common stock and approximately $7 million in cash, subject to certain closing
adjustments. The closing of the merger is subject to customary closing conditions including
obtaining the approval of Nine Systems stockholders.
A copy of the press release announcing the signing of the Merger Agreement is filed herewith
as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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Exhibit 99.1
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Press Release dated November 20, 2006 |
SIGNATURE
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.
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Date: November 21, 2006 |
AKAMAI TECHNOLOGIES, INC.
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By: |
/s/ Melanie Haratunian
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Melanie Haratunian, Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press Release dated November 20, 2006 |
exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
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Contacts: |
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Jeff Young
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Sandy Smith |
Media Relations
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or
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Investor Relations |
617-444-3913
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617-444-2804 |
jyoung@akamai.com
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ssmith@akamai.com |
Akamai to Acquire Nine Systems
Combination of world-class Internet content delivery services with rich media framework
creates unique capability to enable media businesses to control and monetize digital assets
CAMBRIDGE, MA and SAN DIEGO, CA November 20, 2006 Akamai Technologies, Inc. (NASDAQ: AKAM)
and Nine Systems Corp., Inc. announced today that the two companies have signed a definitive
agreement for Akamai to acquire Nine Systems in a merger transaction. The closing of the
transaction, which is subject to customary closing conditions, including the approval of Nine
Systems stockholders, is expected by year-end. The acquisition is expected to be accretive to
Akamai earnings on a normalized, diluted per share basis* in 2007.
The acquisition of Nine Systems provides Akamai with a robust rich media management framework upon
which services can be built to enable customers to more effectively control and monetize their
digital assets. Akamai plans to integrate Nine Systems Stream OS, a suite of configurable rich
media management tools that enable easy production and publishing of content online, into the
global Akamai network. Akamais goal is to provide customers worldwide with a unified solution for
managing content and controlling delivery across the industrys most
pervasive rich media distribution platform.
We are excited about offering a new and comprehensive solution for the delivery, management, and
control of online media assets, said Paul Sagan, president and CEO of Akamai. Nine Systems has
established itself as a leader in the creation of powerful Web-based tools for businesses to easily
produce, publish, and distribute their streaming and downloadable media. Integrating Stream OS
into our delivery network will allow Akamai to more fully support asset control, rights management,
and media reporting to better enable our customers digital media businesses.
This is a big win for our customers, and for companies requiring rich media management,
publishing, and robust delivery, said Troy Snyder, president and CEO of Nine Systems. Nine
Systems rich media publishing and management tools already power the online media experience for
some of todays best known companies in the music, broadcast, sports, entertainment, inspirational,
advertising, education, and government markets. By joining forces with Akamai, our customers will
have access to the leader in accelerating content and applications online, supported by a
combination of the most experienced teams in the industry.
- more -
Sagan continued, We believe that as our business supporting media clients grows and their needs
advance, the combined Akamai and Nine Systems rich media framework will allow us to develop the
best solutions to help our customers simplify the control, management, distribution, reporting, and
monetization of digital assets on the Internet.
Under terms of the agreement, Akamai will acquire all of the outstanding common stock, preferred
stock, and vested and unvested stock options of Nine Systems by issuing approximately 3.1
million shares of Akamai common stock and approximately $7 million in cash, subject to certain
closing adjustments. The merger transaction is expected to be accounted for by Akamai under the
purchase method of accounting.
About Nine Systems
Nine Systems is the leader in providing a comprehensive solution for rich media production,
publishing and distribution in todays most popular formats. Nine Systems large selection of rich
media management tools allows content owners to control all aspects of their media in a robust, yet
easy to use application, Stream OS. Nine Systems powers the online media experience for many of
todays best-known brands including Universal Music Group, the NBA, CinemaNow, CBS SportsLine and
EMI Music. Privately held, Nine Systems is headquartered in San Diego, California, with a Network
Operations Center (NOC) in Denver, Colorado, and sales offices around the U.S. For more
information, visit www.ninesystems.com.
Merriman Curhan Ford & Co. (AMEX: MEM) was the acting advisor to Nine Systems in the merger
transaction.
About Akamai
Akamai® is the leading global service provider for accelerating content and business
processes online. Thousands of organizations have formed trusted relationships with Akamai,
improving their revenue and reducing costs by maximizing the performance of their online
businesses. Leveraging the Akamai EdgePlatform, these organizations gain business advantage today,
and have the foundation for the emerging Web solutions of tomorrow. Akamai is The Trusted Choice
for Online Business. For more information, visit www.akamai.com.
# # #
The release contains information about future expectations, plans and prospects of Akamais
management that constitute forward-looking statements for purposes of the safe harbor provisions
under The Private Securities Litigation Reform Act of 1995, including statements about the
anticipated closing of the acquisition, the expectations with respect to integration of the Nine
Systems technology and resulting benefits and the expected future business and financial
performance of Akamai resulting from and following the acquisition. Actual results may differ
materially from those indicated by these forward-looking statements as a result of various
important factors including, but not limited to, inability to successfully integrate the technology
of Nine Systems or to develop products based on the technology, material adverse changes in the
financial conditions or operations of Nine Systems, substantial delay in the expected closing of
the proposed merger, inability to secure all consents and stockholder approvals necessary to effect
the proposed merger and other factors that are discussed in the Companys Annual Report on Form
10-K, quarterly reports on Form 10-Q, and other documents periodically filed with the SEC.
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In addition to providing financial measurements based on generally accepted accounting principles
in the United States of America (GAAP), Akamai has historically provided additional financial
metrics that are not prepared in accordance with GAAP (non-GAAP). Recent legislative and
regulatory changes discourage the use |
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of and emphasis on non-GAAP financial metrics and require
companies to explain why non-GAAP financial metrics are relevant to management and investors. We
believe that the non-GAAP financial metrics we have included are useful to management and investors
because they provide additional insight into our operations as well as help us assess and monitor
developments in our business. Set forth below are definitions of the non-GAAP terms we use and
explanations of some of the benefits provided by those metrics. |
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Akamai defines normalized net income as net income before amortization of intangible assets,
equity-related compensation, depreciation of capitalized equity-related compensation, certain gains
and losses on equity investments, utilization of tax NOLs/credits and release of the deferred tax
asset valuation allowance. Akamai considers normalized net income to be another important
indicator of the overall performance of the Company because it eliminates the effects of events
that are either not part of the Companys core operations or are non-cash. |
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Akamai defines normalized diluted share as diluted common shares outstanding used in GAAP net
income per share calculation, excluding the effect of FAS 123R under the treasury stock method.
Akamai considers normalized diluted shares to be another important indicator of overall
performance of the Company because it eliminates the effect of a non-cash item. |