SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
Amendment No. 1(1)
Akamai Technologies, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
00971T101
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(CUSIP Number)
George H. Conrades
c/o Akamai Technologies, Inc.
8 Cambridge Center, Cambridge, Massachusetts 02142
(617) 444-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 25, 2004
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 00971T101 13D PAGE 2 OF 6 PAGES
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1. NAMES OF REPORTING PERSONS George H. Conrades
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO, PF (Please refer to Item 3 below)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 4,194,329
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON WITH
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9. SOLE DISPOSITIVE POWER
4,194,329
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,194,329
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 to a statement on Schedule 13D amends and restates in
its entirety the Schedule 13D filed by Mr. Conrades with the Securities and
Exchange Commission on February 10, 2004. This Amendment No. 1 is being filed to
report the acquisition by Mr. Conrades of 6,858 shares of common stock of Akamai
Technologies, Inc. pursuant to a warrant exercise and the disposition by Mr.
Conrades of 2,000,000 shares of common stock of Akamai Technologies, Inc. by
gift.
ITEM 1. SECURITY OF THE ISSUER.
This amended and restated statement on Schedule 13D relates to common
stock, $0.01 par value per share, of Akamai Technologies, Inc., a Delaware
Corporation (the "Issuer"). The principal executive office of the Issuer is
located at 8 Cambridge Center, Cambridge, Massachusetts 02142.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (f)
This statement is being filed by George H. Conrades. Mr. Conrades's
principal occupation is serving as the Chairman of the Board of Directors and
Chief Executive Officer of the Issuer. He is a citizen of the United States of
America. His business address is 8 Cambridge Center, Cambridge, Massachusetts
02142. The Issuer's principal address is 8 Cambridge Center, Cambridge,
Massachusetts 02142, and its principal business is to provide services and
software related to e-business infrastructure.
During the last five years, Mr. Conrades has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities reported herein were acquired over several years from the
time Mr. Conrades joined the Issuer in March 1999 through April 2003. Mr.
Conrades acquired the securities through various means, including (i) a
Restricted Stock Agreement, dated March 26, 1999, between Mr. Conrades and the
Issuer (the "Restricted Stock Agreement"), whereby Mr. Conrades paid for the
securities through a $1,980,000 Promissory Note dated as of March 26, 1999 (the
"Promissory Note"), which was repaid in full, (ii) distributions by Polaris
Venture Partners II, L.P. and Polaris Venture Partners Founders' Fund II, L.P.
(collectively, the "Polaris Funds") to its partners, including Mr. Conrades from
August 2000 through February 2001, without any consideration paid, (iii) open
market purchases made using personal funds from February 2002 through February
2003 , and (iv) a distribution made on April 15, 2003 pursuant to the terms of
the Grantor Retained Annuity Trust M/B George H. Conrades U/A/D August 10, 1999
(the "Trust").
ITEM 4. PURPOSE OF TRANSACTIONS.
On April 30, 2004, Mr. Conrades, acquired 6,858 shares of the Issuer's
common stock, $0.01 par value per share (the "Common Stock") pursuant to a
cashless exercise of a warrant to purchase an aggregate of 8,694 shares of
Common Stock issued to Mr. Conrades by the Issuer on May 7, 1999 (the
"Warrant"). On May 25, 2004, Mr. Conrades, age 65, for estate planning
purposes, gifted 2,000,000 shares of
Common Stock to The Gomez Trust dtd 5/25/04 for the benefit of his children. Mr.
Conrades acquired the securities originally reported herein for various
purposes, including (i) pursuant to the Restricted Stock Agreement in connection
with his position as an executive officer and director of the Issuer, (ii)
distributions by the Polaris Funds to its partners, (iii) securities purchased
on the open market for investment purposes, and (iv) a distribution pursuant to
the terms of the Trust. In the future, Mr. Conrades may acquire additional
shares of common stock or other securities of the Issuer. In addition, he may
dispose of any or all securities of the Issuer in any manner permitted by
applicable securities laws.
As the Chairman of the Board of Directors and Chief Executive Officer of
the Issuer, Mr.Conrades from time to time may consider proposals that relate to
or would result in the matters listed in Items 4(a)-(j) of Schedule 13D. Except
as otherwise described herein, Mr. Conrades has no plan or proposal with respect
to the Issuer which relates to or would result in any of the matters listed in
Items 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of May 25, 2004, Mr. Conrades beneficially owned 4,194,329
shares of the Issuer's common stock, which represents 3.4% of the 124,613,624
outstanding shares of the Issuer's common stock as of May 25, 2004. Mr. Conrades
has the sole power to vote or dispose of all of such shares of common stock and
does not share voting or dispositive power with respect to any shares of the
Issuer's common stock.
(c) On April 30, 2004, Mr. Conrades acquired 6,858 shares of Common Stock
pursuant to a cashless exercise of the Warrant. In connection with the cashless
exercise, Mr. Conrades surrendered 1,836 shares of Common Stock having a fair
market value of $4,590, which equaled the aggregate exercise price of the
Warrant on the date of exercise. On May 25, 2004 Mr. Conrades gifted 2,000,000
shares of Common Stock to The Gomez Trust dtd 5/25/04.
(d) Mr. Conrades has the sole right to receive and the sole power to direct
the receipt of dividends from, or the proceeds from the sale of, the common
stock owned by him.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Stock Option Agreement dated July 12, 2002, Mr. Conrades was
granted an option to purchase 750,000 shares of common stock at an exercise
price of $1.26 per share, which option expires 10 years from the date of grant,
or if earlier, the termination of Mr. Conrades' employment.
Except as described herein, Mr. Conrades has no contracts, arrangements,
understandings or relationships (legal or otherwise) with any person or entity
with respect to any securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following document is filed as an Exhibit to this schedule and is
incorporated by reference herein.
Exhibit No. Description
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1. $1,980,000 Promissory Note dated as of March 26, 1999 between
George Conrades and Akamai Technologies, filed as Exhibit 10.17
to Akamai's Form S-1 filed August 20, 1999, and is incorporated
by reference herein. Such Note was repaid in full.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 28, 2004
By: /s/ George H. Conrades
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George H. Conrades
Chairman of the Board of Directors
and Chief Executive Officer