UNITED STATES
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 5, 2007
(Date of earliest event reported)
AKAMAI TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-27275
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04-3432319 |
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| (State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
| of Incorporation) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
On
February 7, 2007, Akamai Technologies, Inc. (“Akamai”) announced its financial results for the fiscal
year ended December 31, 2006. The full text of the press release issued in connection with the
announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 8.01 Other Events
On February 5, 2007,
Akamai announced that it had entered into an Agreement and Plan of Merger
dated February 2, 2007 (the “Merger Agreement”) by and among Akamai, Lode Star Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Akamai, Netli, Inc., a Delaware corporation
(“Netli”), certain employees of Netli, and the principal stockholders of Netli. Under the Merger
Agreement, Akamai will acquire all of the outstanding equity of Netli in exchange for approximately
3.2 million shares of Akamai’s common stock, subject to certain closing adjustments. The closing
of the merger is subject to customary closing conditions including obtaining the approval of
Netli’s stockholders.
A copy of the press release announcing the signing of the Merger Agreement is filed herewith
as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
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| 99.1 |
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Press Release dated February 5, 2007. |
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| 99.2 |
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Press Release dated February 7, 2007. |
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