UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AKAMAI TECHNOLOGIES, INC.
-------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
-----------------------------
(Title of Class of Securities)
00971T101
---------
(CUSIP Number)
Edward D. Sopher, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 24, 2002
-------------------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 for other
parties to whom copies are to be sent.
*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 ("Act") 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).
Continued on following page(s)
Page 1 of 9 Pages
SCHEDULE 13D
CUSIP No. 00971T101 Page 2 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
BAKER COMMUNICATIONS FUND, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
934,668
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 934,668
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
934,668
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
.80%
14 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13D
CUSIP No. 00971T101 Page 3 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
BAKER CAPITAL PARTNERS, LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
66,437
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 934,668
Each
Reporting 9 Sole Dispositive Power
Person 66,437
With
10 Shared Dispositive Power
934,668
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,001,105
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
.86%
14 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13D
CUSIP No. 00971T101 Page 4 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
EDWARD W. SCOTT
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
66,437
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 934,668
Each
Reporting 9 Sole Dispositive Power
Person 66,437
With
10 Shared Dispositive Power
934,668
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,001,105
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
.86%
14 Type of Reporting Person (See Instructions)
IA
Page 5 of 9 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common Stock,
$0.01 par value per share (the "Shares"), of Akamai Technologies, Inc. (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D, dated November 8, 1999 (the "Initial Statement"), filed by the
Reporting Persons. This Amendment No. 1 is being filed by the Reporting Persons
to report that the number of Shares of which the Reporting Persons may be deemed
the beneficial owners has decreased by more than one percent. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Initial Statement. The Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Baker Communications Fund, L.P. ("Baker Fund");
ii) Baker Capital Partners, LLC ("Baker Partners"); and
iii) Edward W. Scott ("Mr. Scott").
This Statement relates to Shares held for the accounts of the Baker
Fund and Baker Partners.
Set forth in Annex A hereto, and incorporated herein by reference, is
updated information concerning the identity and background of the current
directors and officers of the Baker Fund.
Item 5. Interest in Securities of the Issuer.
(a) (i) The Baker Fund may be deemed the beneficial owner of 934,668
Shares (approximately .80% of the total number of Shares which would be
outstanding assuming the exercise of warrants held for the account of the Baker
Fund). This number includes 934,668 Shares issuable upon the exercise of
warrants held for the account of the Baker Fund.
(ii) Each of Baker Partners and Mr. Scott may be deemed the
beneficial owner of 1,001,105 Shares (approximately .86% of the total number of
Shares which would be outstanding assuming the exercise of warrants held for the
account of the Baker Fund). This number consists of (A) 66,437 Shares held for
the account of Baker Partners and (B) 934,668 Shares issuable upon the exercise
of warrants held for the account of the Baker Fund.
(b) (i) Baker Fund may be deemed to have the sole power to direct the
voting and disposition of the 934,668 Shares held for the account of the Baker
Fund (assuming the exercise of warrants held for the account of the Baker Fund).
(ii) Each of Baker Partners and Mr. Scott may be deemed to have the
sole power to direct the voting and disposition of the 66, 437 Shares held for
the account of Baker Partners. Each of Baker Partners and Mr. Scott may be
deemed to have shared power to direct the voting and disposition of the 934,668
Shares held for the account of the Baker Fund (assuming the exercise of warrants
held for the account of the Baker Fund).
(c) Except for the transactions listed in Annex B hereto, all of which
involved a private pro rata distribution among the partners of the Baker Fund,
there have been no transactions effected with
Page 6 of 9 Pages
respect to the Shares since February 23, 2002 (60 days prior to the date hereof)
by any of the Reporting Persons.
(d) The partners of the Baker Fund have the right to participate in the
receipt of dividends from, or proceeds from the sale of, securities of the
Issuer, including the Shares, held for the account of the Baker Fund in
accordance with their partnership interests in the Baker Fund.
(e) The Reporting Persons ceased to be beneficial owners of more than
five percent of the Shares as of April 24, 2002.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On April 24, 2002, the Baker Fund effected a pro rata distribution to
its partners of 6,608,804 Shares held for its account (the "Distribution"). As a
result of the Distribution, Baker Partners, in its capacity as the sole general
partner of the Baker Fund, received 66,437 additional Shares.
Page 7 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: April 26, 2002 BAKER COMMUNICATIONS FUND, L.P.
By: Baker Capital Partners, LLC
its General Partner
By: /s/ John C. Baker
------------------------
John C. Baker
Chairman
BAKER CAPITAL PARTNERS, LLC
By:/s/ John C. Baker
----------------------------
John C. Baker
Chairman
EDWARD W. SCOTT
/s/ Edward W. Scott
-------------------------------
Page 8 of 9 Pages
ANNEX A
The following is a list of all of the persons (other than Mr. Scott)
who serve as managers of Baker Partners.
John C. Baker
Henry Baker
Ashley Leeds
Each of the above-listed persons is a United States citizen whose
principal occupation is serving as a manager of Baker Partners, and each has a
business address c/o Baker Capital Partners, LLC, 540 Madison Avenue, New York,
NY 10022
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares directly.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
Page 9 of 9 Pages
ANNEX B
RECENT TRANSACTIONS IN THE SECURITIES OF
AKAMAI TECHNOLOGIES, INC.
Nature of Number of
For the Account of Date of Transaction Transaction Securities Price
------------------ ------------------- ------------- --------------- -------
Baker Fund April 24, 2002 Pro-Rata 6,608,804 Shares/1/ $3.72/2/
Distribution
-------------------
/1/ On April 24, 2002, the Baker Fund, pursuant to a pro rata distribution,
distributed 6,608,804 Shares to its partners.
/2/ This amount represents the deemed price at which the distribution was
made. This amount represents the average closing price of the last five
trading days prior to the distribution.