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: February 29, 2008
(Date of earliest event reported)
AKAMAI TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-27275 | 04-3432319 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 8 Cambridge Center, Cambridge, Massachusetts | 02142 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On March 4, 2008, the Board of Directors of Akamai Technologies, Inc. (the “Registrant”) approved an amendment (the “Amendment”) to the Amended and Restated By-laws of the Registrant, which became effective on March 4, 2008, to change the voting standard for electing directors in an uncontested election from a plurality voting standard to a majority voting standard. Pursuant to the terms of the Amendment, to be elected in an uncontested election, a director nominee must receive more “For” votes than “Against” votes. In contested elections, directors will continue to be elected by plurality vote.
The foregoing summary of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 8.01. | Other Events |
On February 29, 2008, Akamai Technologies, Inc. (the “Registrant”) issued a press release announcing that a jury in the United States District Court for the District of Massachusetts had returned a verdict in favor of the Registrant in a patent infringement case instituted by the Registrant against Limelight Networks, Inc. The jury awarded the Registrant $45.5 million in damages, plus interest.
The press release regarding the jury verdict is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amendment, dated March 4, 2008, to the Amended and Restated Bylaws of the Registrant | |
| 99.1 | Press Release dated February 29, 2008 | |
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.
| Date: March 6, 2008 |
AKAMAI TECHNOLOGIES, INC. | |||
| By: | /s/ Melanie Haratunian | |||
| Melanie Haratunian, Senior Vice President and General Counsel | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Amendment, dated March 4, 2008, to the Amended and Restated By-laws of the Registrant | |
| 99.1 | Press release dated February 29, 2008 | |
Exhibit 3.1
Amendment No. 1 to the
AMENDED AND RESTATED
BY-LAWS
OF
AKAMAI TECHNOLOGIES, INC.
Effective March 4, 2008
Section 1.9 of Article I of these Amended and Restated By-laws is hereby amended by deleting such section in its entirety and substituting therefor the following:
1.9 When a quorum is present at any meeting, for the election of directors, a nominee for director shall be elected by the stockholders at such meeting if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election (with “abstentions”, “broker non-votes” and “withheld” votes not counted as a vote either “for” or “against” that director’s election); provided, that directors shall be elected by a plurality of the votes cast when a quorum is present at any meeting of stockholders for which (i) the secretary of the corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 1.10 of these By-laws and (ii) such nomination has not been withdrawn by such stockholder on or before the tenth business day before the corporation first mails its notice of meeting to the stockholders.
| BY ORDER OF THE BOARD OF DIRECTORS Dated March 4, 2008 Attested: |
| /s/ Melanie Haratunian |
| Melanie Haratunian, Corporate Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE
| Contacts: | ||||
| Jeff Young | Noelle Faris | |||
| Media Relations | —or— | Investor Relations | ||
| 617-444-3913 | 617-444-4676 | |||
| jyoung@akamai.com | nfaris@akamai.com |
AKAMAI PREVAILS IN PATENT LITIGATION
Jury finds Limelight Networks infringes key Internet content delivery patent
CAMBRIDGE, MA – February 29, 2008 – Akamai Technologies, Inc. (NASDAQ: AKAM) announced that a jury in the U.S. District Court of Massachusetts returned a verdict today that Limelight Networks, Inc. is infringing the content delivery patent asserted by Akamai. As a result, the jury awarded Akamai $45,526,946 in damages, plus interest.
The verdict, which came at the end of a three-week trial in Boston, stemmed from a lawsuit that Akamai had filed in 2006. The jury found that Limelight infringed all four of the claims that Akamai had asserted in its Internet content delivery patent, U.S. patent 6,108,703, issued in the name of Akamai founders Tom Leighton and the late Danny Lewin.
The jury rejected Limelight’s defense that Akamai’s patent was invalid.
“We are extremely pleased with the jury’s verdict,” said Melanie Haratunian, senior vice president and general counsel of Akamai. “Today’s ruling recognizes the strength of Akamai’s patent portfolio and is a tangible reflection of our resolve to vigorously defend the Company’s intellectual property.”
Akamai intends to ask the Court to issue a permanent injunction prohibiting Limelight from continuing to sell infringing services.
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.