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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT # 1
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DECEMBER 29, 2000
(Date of earliest event reported)
0-24339
(Commission File Number)
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INKTOMI CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 94-3238130
(State of Incorporation) (I.R.S. Employer Identification No.)
4100 EAST THIRD AVENUE
FOSTER CITY, CALIFORNIA 94404
(Address of principal executive offices)
(650) 653-2800
(Registrant's telephone number, including area code)
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The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K,
originally filed with the Securities and Exchange Commission on January 12,
2001, as set forth below:
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 29, 2000, the Registrant, Inktomi Corporation ("Inktomi"),
consummated its acquisition of certain assets of Adero, Inc., a Delaware
corporation ("Adero"). The transaction was closed pursuant to an Asset Purchase
Agreement dated as of December 21, 2000 by and between Inktomi and Adero. Under
the agreement, Inktomi acquired various business assets of Adero, consisting
primarily of computer servers; commercial software; networking equipment;
desktops, equipment and furnishings; sales and promotional literature; customer
and supplier lists; advertising materials; marketing plans and surveys;
management training literature and technical product and user training manuals;
technical development notes; drawings and other development and system operation
documentation. In addition, Inktomi acquired and licensed other intellectual
property and technologies from Adero, consisting primarily of a patent
application and internally developed software, know-how, protocols, processes,
specifications, algorithms, project plans and documentation. Inktomi also
assumed various customer agreements, vendor agreements, support agreements and
purchase orders. All of the acquired assets, technologies and agreements
generally relate to the Content Bridge service offering of Adero, which is the
business of providing trusted third party clearinghouse, log information,
traffic reporting and billing services, related to content distribution, to an
alliance of network operators, including Internet service providers, network
service providers, access providers, hosting entities and other similar
organizations. In exchange for the assets, technologies and agreements, Inktomi
paid $23.5 million in cash and assumed various operational liabilities,
including personnel costs associated with hired Content Bridge employees. The
cash consideration was funded from working capital.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Pursuant to Item 7 of Form 8-K, Inktomi indicated that it would file
certain financial information no later than the date required by Item 7 of Form
8-K. This Amendment No. 1 is filed to provide the required financial
information.
(a) Financial Statements of Businesses Acquired.
The required financial statements are included herein as Exhibit 99.2.
(b) Pro Forma Financial Information.
The requirement to include pro forma financial information is met through
the inclusion of pro forma condensed consolidated financial information as
Exhibit 99.3.
(c) Exhibits.
Exhibit No. Description
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2.1 Asset Purchase Agreement dated as of December 21, 2000 by
and between Inktomi Corporation and Adero, Inc. (Pursuant
to Item 601(b)(2) of Regulation SK, the exhibits to the
Acquisition Agreement have been omitted. The Registrant
agrees to furnish such exhibits supplementally upon the
request of the Commission.) (previously filed)
99.1 Press release of Inktomi Corporation, dated January 5,
2001 (previously filed)
99.2 Content Bridge (A Service Offering of Adero, Inc.)
Financial Statements
99.3 Inktomi Corporation Pro Forma Condensed Consolidated
Financial Statements
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
INKTOMI CORPORATION
Dated: March 13, 2001 By: /s/ JERRY M. KENNELLY
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Jerry M. Kennelly
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Asset Purchase Agreement dated as of December 21, 2000 by and
between Inktomi Corporation and Adero, Inc. (Pursuant to Item
601(b)(2) of Regulation SK, the exhibits to the Acquisition
Agreement have been omitted. The Registrant agrees to furnish
such exhibits supplementally upon the request of the
Commission.) (previously filed)
99.1 Press release of Inktomi Corporation, dated January 5, 2001
(previously filed)
99.2 Content Bridge (A Service Offering of Adero, Inc.) Financial
Statements
99.3 Inktomi Corporation Pro Forma Condensed Consolidated Financial
Statements
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