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SECURITIES AND EXCHANGE COMMISSION

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FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Akamai Technologies, Inc.

Eight Cambridge Center, Cambridge, Massachusetts 02142

Securities to be registered pursuant to Section 12(b) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Stock Purchase Rights

 

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	Item 1: Description of Registrant’s Securities to be Registered.
	Item 2: Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-4.5 AMENDMENT #1 TO THE RIGHTS AGREEMENT

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Information Required in Registration Statement

     The undersigned registrant hereby amends the following items, exhibits and portions of its registration statement on Form 8-A dated September 11, 2002 as set forth in the pages attached hereto.

Item 1: Description of Registrant’s Securities to be Registered.

     Item 1 of the Form 8-A dated September 11, 2002 (the “Form 8-A”) filed by Akamai Technologies, Inc. (the “Company”) is hereby amended to include the following:

     On January 29, 2004, the Company amended its Rights Agreement, dated September 10, 2002, between the Company and EquiServe Trust Company, N.A., as Rights Agent (the “Rights Agreement”) by entering into Amendment No. 1 to the Rights Agreement (the “Amendment”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Rights Agreement.

     Section 7(b) of the Rights Agreement has been amended so that each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $.01 par value per share, at a price of $65.00 in cash, subject to adjustment.

     Section 21 of the Rights Agreement has been amended to provide that in the event the transfer agency relationship in effect between the Company and the Rights Agent terminates pursuant to the Company’s termination of such relationship, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company.

     Section 26 of the Rights Agreement has been amended to update the address of the Company for notices under the Rights Agreement.

     Section 27 of the Rights Agreement has been amended to include the following sentence:

“Any supplement or amendment that the Rights Agent is required to sign pursuant to this Section 27 shall be effective upon execution by the Company (whether or not then executed by the Rights Agent or the certificate referred to in the immediately preceding sentence has been delivered).”

The Rights Agreement has been amended to include the following new section:

“Section 35. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.”

     A copy of the Amendment is attached hereto as Exhibit 4.5 and is incorporated herein by reference. The foregoing description of the changes to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as amended.

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Item 2: Exhibits.

     Item 2 of the Form 8-A is hereby amended by adding the following exhibit attached hereto:

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment no. 1 to registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

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EXHIBIT INDEX

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