As filed with the Securities and Exchange Commission on August 8, 2024
Registration No. 333-_____
UNITED STATES
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 Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
145 Broadway Cambridge, MA |
02142 | |
(Address of Principal Executive Offices) | (Zip Code) |
Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan, as amended
(Full Title of the Plan)
Aaron S. Ahola, Esq.
Executive Vice President, General Counsel and Corporate Secretary
Akamai Technologies, Inc.
145 Broadway
Cambridge, Massachusetts 02142
(Name and Address of Agent For Service)
617-444-3000
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 5,000,000 shares of the Registrants common stock, $0.01 par value per share, to be issued under the Registrants Second Amended and Restated 2013 Stock Incentive Plan, as amended (the 2013 Plan). In accordance with General Instruction E to Form S-8, except for Item 8 Exhibits, this Registration Statement incorporates by reference the contents of the Registration Statements on Form S-8, File Nos. 333-188989, 333-204208, 333-218537, 333-231704, 333-258583, 333-266689 and 333-273809 filed with the Securities and Exchange Commission on May 31, 2013, May 15, 2015, June 6, 2017, May 23, 2019, August 6, 2021, August 9, 2022 and August 8, 2023 respectively, relating to the 2013 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference in this registration statement:
(1) | Incorporated by reference to the Registrants Current Report on Form 8-K (File No. 000-27275, 24956583) filed with the Securities and Exchange Commission on May 16, 2024. |
(2) | Incorporated by reference to the Registrants Current Report on Form 8-K (File No. 000-27275, 221467934) filed with the Securities and Exchange Commission on December 16, 2022. |
(3) | Incorporated by reference to the Registrants Current Report on Form 8-K (File No. 000-27275, 231264379) filed with the Commission on September 19, 2023. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 8th day of August, 2024.
AKAMAI TECHNOLOGIES, INC. | ||
By: | /s/ Aaron S. Ahola | |
Aaron S. Ahola | ||
Executive Vice President, General Counsel and Corporate Secretary |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Akamai Technologies, Inc., hereby severally constitute and appoint F. Thomson Leighton, Edward McGowan and Aaron Ahola, 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/ F. Thomson Leighton |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 8, 2024 | ||
F. Thomson Leighton | ||||
/s/ Edward McGowan |
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
August 8, 2024 | ||
Edward McGowan | ||||
/s/ Laura Howell |
Chief Accounting Officer (Principal Accounting Officer) |
August 8, 2024 | ||
Laura Howell | ||||
/s/ Sharon Y. Bowen |
Director | August 8, 2024 | ||
Sharon Y. Bowen | ||||
/s/ Marianne C. Brown |
Director | August 8, 2024 | ||
Marianne C. Brown | ||||
/s/ Monte E. Ford |
Director | August 8, 2024 | ||
Monte E. Ford | ||||
/s/ Daniel R. Hesse |
Director | August 8, 2024 | ||
Daniel R. Hesse | ||||
/s/ Peter T. Killalea |
Director | August 8, 2024 | ||
Peter T. Killalea | ||||
/s/ Jonathan F. Miller |
Director | August 8, 2024 | ||
Jonathan F. Miller | ||||
/s/ Madhu Ranganathan |
Director | August 8, 2024 | ||
Madhu Ranganathan | ||||
/s/ Bernardus Verwaayen |
Director | August 8, 2024 | ||
Bernardus Verwaayen | ||||
/s/ William R. Wagner |
Director | August 8, 2024 | ||
William R. Wagner |
Exhibit 5.1
|
Goodwin Procter LLP 100 Northern Ave. Boston, MA 02210 goodwinlaw.com +1 617 570 1000 |
August 8, 2024
Akamai Technologies, Inc.
145 Broadway
Cambridge, MA 02142
Re: | Securities Being Registered under Registration Statement on Form S-8 |
We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), on or about the date hereof relating to an aggregate of 5,000,000 shares (the Shares) of Common Stock, par value $0.01 per share (Common Stock), of Akamai Technologies, Inc., a Delaware corporation (the Company), that may be issued pursuant to the Companys Second Amended and Restated 2013 Stock Incentive Plan, as amended (the 2013 Plan).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Companys certificate of incorporation.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not 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 thereunder.
Akamai Technologies, Inc.
August 8, 2024
Page 2
Very truly yours, |
/s/ GOODWIN PROCTER LLP |
GOODWIN PROCTER LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Akamai Technologies, Inc. of our report dated February 28, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Akamai Technologies, Inc.s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 8, 2024
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||||
1 |
|
$ |
$ |
$ | ||||||||||||
Total Offering Amounts | $ |
$ | ||||||||||||||
Total Fee Offsets | ||||||||||||||||
Net Fee Due | $ |