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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AKAMAI TECHNOLOGIES, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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Options to Purchase Common Stock, Par Value $0.01 Per Share,
Having an Exercise Price of More Than $13.00
(Title of Class of Securities)
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00971T 10 1
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
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Kathryn Jorden Meyer
Vice President and General Counsel
Akamai Technologies, Inc.
500 Technology Square
Cambridge, Massachusetts 02139
(617) 250-3000
(Name,address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
Copy to:
John H. Chory, Esq.
Susan W. Murley, Esq.
Hale and Dorr, LLP
60 State Street
Boston, MA 02109-1803
(617) 526-6000
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee
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$32,051,776 $6,410
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 12,449,300 shares of common stock of
Akamai Technologies, Inc. having an aggregate value of $32,051,776 as of
April 3, 2001 will be exchanged pursuant to this offer. The aggregate value
of such options was calculated based on the Black-Scholes option pricing
model. The amount of the filing fee, calculated in accordance with Rule
0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th
of one percent of the value of the transaction.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
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Filing party: Not applicable.
Date filed: Not applicable.
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [_]
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Item 1. Summary Term Sheet.
The information set forth under "Summary Term Sheet" in the Offer to
Exchange, dated April 4, 2001 (the "Offer to Exchange"), attached hereto as
Exhibit (a)(1), is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is Akamai Technologies, Inc., a Delaware
corporation (the "Company"), and the address of its principal executive office
is 500 Technology Square, Cambridge, Massachusetts 02139, (617) 250-3000. The
information set forth in the Offer to Exchange under Section 9 ("Information
About Akamai Technologies, Inc.") is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer by the
Company to its employees to exchange, for compensatory purposes, all options
outstanding under the Company's Second Amended and Restated 1998 Stock Incentive
Plan, the Network24 Communications, Inc. 1997 Stock Option Plan, the Netpodium,
Inc. 1998 Stock Option/Stock Issuance Plan, the 1996 Stock Option Plan of
Intervu, Inc. and the Third Amended and Restated 1998 Stock Option Plan of
Intervu, Inc. (collectively, the "Option Plans") to exchange shares of the
Company's Common Stock, par value $0.01 per share ("Option Shares"), having an
exercise price of more than $13.00 (the "Options"), other than the "Special
Options" (as defined below), for shares of the Company's restricted common stock
that will be granted under the Company's Second Amended and Restated 1998 Stock
Incentive Plan (the "Restricted Stock"), upon the terms and subject to the
conditions described in the Offer to Exchange, and the related cover letter (the
"Cover Letter" and, together with the Offer to Exchange, as they may be amended
from time to time, the "Offer"), attached hereto as Exhibit (a)(2). All of the
option plans are considered employee benefit plans as defined in Rule 405 under
the Securities Act of 1933. As of March 31, 2001, there were options to purchase
12,449,300 shares of the Company's common stock outstanding and eligible to
participate in this Offer. The information set forth in the Offer to Exchange
under Section 1 ("Number of Shares of Restricted Stock; Expiration Date"),
Section 5 ("Acceptance of Options for Exchange and Cancellation and Issuance of
Restricted Stock") and Section 8 ("Source and Amount of Consideration; Terms of
Restricted Stock") is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 7
("Price Range of Common Stock") is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) The information set forth under Item 2(a) above and in Schedule A of
the Offer to Exchange ("Information About the Directors and Executive Officers
of Akamai Technologies, Inc.") is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Exchange under "Summary Term
Sheet," Section 1 ("Number of Shares of Restricted Stock; Expiration Date"),
Section 3 ("Procedures"), Section 4 ("Change in Election"), Section 5
("Acceptance of Options for Exchange and Cancellation and Issuance of Restricted
Stock"), Section 6 ("Conditions of the Offer"), Section 8 ("Source and Amount of
Consideration; Terms of Restricted Stock"), Section 11 ("Status of
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Options Acquired by Us in the Offer; Accounting Consequences of the Offer"),
Section 12 ("Legal Matters; Regulatory Approvals"), Section 13 ("Material U.S.
Federal Income Tax Consequences") and Section 14 ("Extension of Offer;
Termination; Amendment") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements About the
Options") is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Arrangements.
(e) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements About the
Options") is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The Offer is being conducted for compensatory purposes as described in
the Offer to Exchange. The information set forth in the Offer to Exchange under
Section 2 ("Purpose of the Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 5
("Acceptance of Options for Exchange and Cancellation and Issuance of Restricted
Stock") and Section 11 ("Status of Options Acquired by Us in the Offer;
Accounting Consequences of the Offer") is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 9
("Information About Akamai Technologies, Inc.") is incorporated herein by
reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the Offer to Exchange under Section 8
("Source and Amount of Consideration; Terms of Restricted Stock") and Section 15
("Fees and Expenses") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 6
("Conditions of the Offer") is incorporated herein by reference.
(d) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements About the
Options") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements About the
Options") is incorporated herein by reference.
Item 9. Person/Assets, Retained, Employed, Compensated or Used.
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(a) Not applicable.
Item 10. Financial Statements.
(a) The information set forth in the Offer to Exchange under Section 9
("Information About Akamai Technologies, Inc.") and Section 16 ("Additional
Information"), and on pages 24 through 48 of the Company's Annual Report on Form
10-K for its fiscal year ended December 31, 2000 (the "Annual Report") is
incorporated herein by reference. Copies of the pages of the Company's Annual
Report that are being incorporated herein have been distributed to holders of
eligible options along with the Offer to Exchange.
(b) Not applicable.
Item 11. Additional Information.
(a) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements About the
Options") and Section 12 ("Legal Matters; Regulatory Approvals") is incorporated
herein by reference.
(b) Not applicable.
Item 12. Exhibits.
(a)(1) Offer to Exchange, dated April 4, 2001.
(a)(2) Form of Cover Letter to Eligible Option Holders and Summary of
Terms.
(a)(3) Form of Election Form.
(a)(4) Form of Notice of Change in Election.
(a)(5) Akamai Technologies, Inc. Annual Report on Form 10-K for its
fiscal year ended December 31, 2000, filed with the Securities
and Exchange Commission on February 12, 2001 and incorporated
herein by reference.
(b) Not applicable.
(d)(1) Akamai Technologies, Inc. Second Amended and Restated 1998
Stock Incentive Plan. Filed as Appendix B to the Company's Proxy
Statement on Schedule 14A, filed with the Securities and Exchange
Commission on April 24, 2000 and incorporated herein by
reference.
(d)(2) Form of Restricted Stock Agreement pursuant to the Akamai
Technologies, Inc. Second Amended and Restated 1998 Stock
Incentive Plan.
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and correct.
AKAMAI TECHNOLOGIES, INC.
/s/ Kathryn Jorden Meyer
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Kathryn Jorden Meyer
Vice President, General Counsel and Secretary
Date: April 4, 2001
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INDEX TO EXHIBITS
Exhibit
Number Description
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(a)(1) Offer to Exchange, dated April 4, 2001.
(a)(2) Form of Cover Letter to Eligible Option Holders and Summary of
Terms.
(a)(3) Form of Election Form.
(a)(4) Form of Notice of Change in Election.
(a)(5) Akamai Technologies, Inc. Annual Report on Form 10-K for its
fiscal year ended December 31, 2000, filed with the Securities
and Exchange Commission on February 12, 2001 and incorporated
herein by reference.
(d)(1) Akamai Technologies, Inc. Second Amended and Restated 1998
Stock Incentive Plan. Filed as Appendix B to the Company's Proxy
Statement on Schedule 14A, filed with the Securities and Exchange
Commission on April 24, 2000 and incorporated herein by
reference.
(d)(2) Form of Restricted Stock Agreement Pursuant to the Akamai
Technologies, Inc. Second Amended and Restated 1998 Stock
Incentive Plan.
99.1 Press Release issued April 4, 2001.