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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 (Date of earliest event reported): January 25, 2000
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AKAMAI TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27275 04-3432319
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
500 Technology Square, Cambridge, Massachusetts 02139
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 250-3000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 25, 2000, pursuant to an Agreement and Plan of Merger
dated as of January 14, 2000 (the "Merger Agreement") by and among Akamai
Technologies, Inc. ("Akamai"), Aloha Merger Corporation, a California
corporation and wholly-owned subsidiary of Akamai ("Merger Sub"), and Network24
Communications, Inc., a California corporation ("Network24"), Akamai acquired
Network24 by means of a merger of Network24 into Merger Sub (the "Merger"), with
Merger Sub remaining as the surviving corporation in the Merger. At the
effective time of the Merger, the outstanding shares of the capital stock of
Network24 were converted into the right to receive shares of Akamai common
stock. As a result, stockholders of Network24 became stockholders of Akamai.
Merger Sub continues to conduct the business and operations of Network24 as a
wholly-owned subsidiary of Akamai.
The acquisition will be accounted for as a purchase. The purchase
price will be allocated to the assets acquired and the liabilities assumed based
on their estimated fair values. Results of operations for Network24 will be
included in Akamai's consolidated operating results for periods subsequent to
the date of acquisition.
Pursuant to the Merger Agreement, an aggregate of $12,496,197 in cash
was paid and approximately 620,871 shares of Akamai common stock were issued in
exchange for all of the issued and outstanding capital stock of Network24. Each
outstanding share of Network24 common stock was converted into the right to
receive 0.037502 of a share of Akamai common stock (the "Common Exchange
Ratio"). Each outstanding share of Network24 Series A preferred stock was
converted into the right to receive (i) a number of shares of Akamai common
stock equal to the number of shares of Network24 common stock into which such
share of Network24 Series A stock was convertible immediately prior to the
Merger, multiplied by 0.028126, and (ii) a cash payment from Akamai in the
amount of $2.156345. Of the approximately 620,871 shares of Akamai common stock
issued in the Merger, approximately 67,516 shares will be held in escrow for the
purpose of indemnifying Akamai against certain liabilities of Network24 for up
to one year after the closing of the Merger. All options, warrants and other
rights to purchase shares of Network24 capital stock outstanding immediately
prior to the Merger were assumed by Akamai. Each such option, warrant and other
right became exercisable for that number of shares of Akamai common stock equal
to the product of (a) the Common Exchange Ratio and (b) the number of shares of
Network24 capital stock subject to such option, warrant or other right
immediately prior to the Merger. The per share exercise price of each such
option, warrant or other right was adjusted to equal the quotient of (x) the per
share exercise price of such option, warrant or other right immediately prior to
the Merger and (y) the Common Exchange Ratio.
The consideration paid by Akamai for the outstanding capital stock of
Network24 and the other terms of the Merger Agreement were determined on the
basis of arms' length negotiations.
Network24 delivers Internet broadcast solutions for enterprises,
Internet content providers and value-added partners. Akamai intends to integrate
Network24's technology into Akamai's EdgeAdvantage platform to provide
corporations, media and entertainment companies the ability to conduct and
manage live and on-demand Internet broadcasts.
This report may contain information about future expectations, plans
and prospects of Akamai's management that constitute forward-looking statements
for purposes of the safe harbor
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provisions under The Private Litigation Reform Act of 1995. 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, the
dependence on Akamai's Internet content delivery service, a failure of its
network infrastructure, the complexity of its service and the networks on which
the service is deployed, the failure to obtain access to transmission capacity
and other factors that are discussed in Akamai's Registration Statement on Form
S-1 and other documents periodically filed with the Securities and Exchange
Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial information required to be filed pursuant to
Item 7(a) of Form 8-K was not available at the time of filing this Current
Report on Form 8-K and will be filed on a Form 8-K/A as soon as practicable,
but in no event later than 60 days after the date this Current Report on
Form 8-K is required to be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required to be filed
pursuant to Item 7(b) of Form 8-K was not available at the time of filing this
Current Report on Form 8-K and will be filed on a Form 8-K/A as soon as
practicable, but in no event later than 60 days after the date this Current
Report on Form 8-K is required to be filed.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger dated as of January
14, 2000 by and among Akamai Technologies, Inc.,
Aloha Merger Corporation and Network24
Communications, Inc.
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SIGNATURES
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.
Dated: February 8, 2000 AKAMAI TECHNOLOGIES, INC.
By: /s/ Paul Sagan
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Paul Sagan
President
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