Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~November~~December 1317, 2002 (Date of earliest event reported)

0-24339
(Commission File Number)

INKTOMI CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware (State of Incorporation)		94-3238130 (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)

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
	Item 2. Acquisition or Disposition of Assets.
	Item 9. Regulation FD Disclosure
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 2.1
EXHIBIT 2.2

Item 2. Acquisition or Disposition of Assets.

On December 17, 2002, Inktomi Corporation (“Inktomi”) completed the previously announced sale of its enterprise search software business to Verity, Inc. (“Verity”) pursuant to an Asset Purchase Agreement, dated as of November 13, 2002, as amended as of December 17, 2002, by and among Inktomi, Inktomi Quiver Corporation (formerly Quiver, Inc.), Ultraseek Corporation, Quiver Ltd. and Verity (as amended, the “Agreement”). Under the Agreement, Inktomi sold the business assets of its enterprise search software business to Verity for total consideration of $25 million in cash, and the assumption of Inktomi’s obligations under certain existing enterprise search business contracts, including customer support obligations. Of the $25 million cash consideration, $3 million plus interest will be paid 18 months following the closing of the sale, subject to reduction for indemnification claims made by Verity during such 18 month period. The consideration paid to Inktomi was determined as a result of arms-length negotiations between Inktomi and Verity. As a result of this asset divestiture, Inktomi has and will likely incur employee severance and other restructuring costs in addition to costs resulting directly from the sale, as further described in Inktomi’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002.

A copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1 and a copy of Amendment No. 1 to the Asset Purchase Agreement is attached hereto as Exhibit 2.2, and each is incorporated herein by reference. The foregoing description of the Agreement is qualified in its entirety by the complete text of the Asset Purchase Agreement and Amendment No. 1 to the Asset Purchase Agreement attached hereto.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

	Exhibit No.		Description
	99.1		Inktomi Corporation and Verity, Inc. joint press release dated November 13, 2002.

	(a)		*Financial Statements of Businesses Acquired.*

			Not Applicable.

	(b)		*Unaudited Pro Forma Financial Information.*

~~Item 9~~(i) Unaudited pro forma condensed consolidated balance sheet for Inktomi at September 30, 2002. ~~Regulation~~(ii) FDUnaudited ~~Disclosure~~pro forma condensed consolidated statement of operations for Inktomi for the three fiscal years ended September 30, 2002, 2001 and 2000. (iii) Notes to the unaudited pro forma financial information.

On November 13, 2002, Inktomi Corporation (“Inktomi”) announced that it had entered into a definitive agreement with Verity, Inc. (“Verity”), pursuant to which Verity would purchase Inktomi’s enterprise search software business for total consideration of $25 million in cash, and the assumption of Inktomi’s obligations under certain existing enterprise search business contracts, including customer support obligations. In connection with the pending transaction, Inktomi and Verity issued a joint press release, the full text of which is set forth in Exhibit 99.1 attached hereto and incorporated in this Report as if fully set forth herein.

INKTOMI CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information for Inktomi Corporation (the “Company” or “Inktomi”) gives effect to the divestiture of Enterprise Search Division by Inktomi Corporation (the “Divestiture”) to Verity, Inc. This pro forma financial information is presented for illustrative purposes only, and is not necessarily indicative of the operating results and financial position that might have been achieved had the transaction described above occurred on the dates indicated, nor are they necessarily indicative of the operating results and financial position that may occur in the future. The unaudited pro forma condensed consolidated statements of operations for the years ended September 30, 2000, 2001 and 2002 give effect to the Divestiture and related pro forma accounting adjustments, as if the Divestiture had occurred on October 1, 1999, the beginning of fiscal year 2000. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2002 gives effect to the Divestiture and related pro forma accounting adjustments, as if the Divestiture had occurred on September 30, 2002. The adjustments relating to the Divestiture and other adjustments are described in the notes to the unaudited pro forma condensed consolidated financial information.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with Inktomi’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002.

INKTOMI CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except per share amounts)

September 30, 2002


				As filed in
				Form 10-K			Adjustments			Pro Forma

Assets
	Current assets
		Cash and cash equivalents		$	17,292		$	22,000	(a)	$	37,292
					—			(2,000	)(b)
		Short-term investments			28,115			—			28,115

			Total cash, cash equivalents and short term investments		45,407			20,000			65,407
		Accounts receivable, net			10,864			(2,754	)(c)		8,110
		Prepaid expenses and other current assets			5,533			(297	)(d)		5,236

			Total current assets		61,804			16,949			78,753
	Investments in equity securities				331			—			331
	Property, plant and equipment, net				62,536			(378	)(d)		62,158
	Goodwill and other intangibles, net				10,028			(10,028	)(e)		—
	Other assets				4,708			(394	)(d)		4,314
	Loan to related parties				5,809						5,809

			Total assets	$	145,216		$	6,149		$	151,365

Liabilities and Stockholders’ Equity
	Current liabilities
		Accounts payable		$	10,021		$	—		$	10,021
		Accrued liabilities			30,180			—			30,180
		Deferred revenue			26,767			(4,588	)(f)		22,179
		Current portion of notes payable			30,003			—			30,003
		Current portion of capital lease obligations			1,210			—			1,210

			Total current liabilities		98,181			(4,588	)		93,593
	Capital lease obligations, less current portion				216			—			216
	Other liabilities				185			—			185

			Total liabilities		98,582			(4,588	)		93,994
	Stockholders’ equity
		Common stock			162			—			162
		Additional paid-in capital			952,602			—			952,602
		Deferred compensation			(2,039	)		—			(2,039	)
		Accumulated other comprehensive loss			(1,276	)		—			(1,276	)
		Accumulated deficit			(902,815	)		10,737	(g)		(892,078	)

			Total stockholders’ equity		46,634			10,737			57,371

			Total liabilities and stockholders’ equity	$	145,216		$	6,149		$	151,365

The accompanying notes are an integral part of these unaudited pro forma financial statements.

INKTOMI CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
For the year ended September 30, 2002


			As filed in
			Form 10-K			Adjustments			Pro Forma

Revenues:
	Licenses		$	41,218		$	(12,401	) (a)	$	28,817
	Web search services			47,084			—			47,084
	Maintenance services			18,275			(7,958	) (a)		10,317
	Other services			6,128			(2,059	) (a)		4,069

		Total revenues		112,705			(22,418	)		90,287
Cost of revenues:
	Licenses			3,588			(596	) (a)		2,992
	Web search services			15,264			—			15,264
	Maintenance services			4,172			(644	) (a)		3,528
	Other services			5,465			(1,654	) (a)		3,811

		Total cost of revenues		28,489			(2,894	)		25,595
Gross profit				84,216			(19,524	)		64,692
Operating expenses:
	Sales and marketing			68,913			(15,173	) (b)		53,740
	Research and development			51,312			(7,404	) (b)		43,908
	General and administrative			14,972			(88	) (b)		14,884
	Amortization of goodwill and other intangibles			50,206			(79	) (c)		50,127
	Impairment of goodwill and other intangibles			202,615			—			202,615
	Restructuring			19,869			(403	) (b)		19,466
	Parkside lease restructuring and termination			79,986			—			79,986
	Impairment of property, plant and equipment			102,982			—			102,982

		Total operating expenses		590,855			(23,147	)		567,708

Operating loss				(506,639	)		3,623			(503,016	)
Other income, net				6,603			—			6,603

Pretax loss				(500,036	)		3,623			(496,413	)
Income Tax Provision				(759	)		—			(759	)

		Net loss	$	(500,795	)	$	3,623		$	(497,172	)

Basic and diluted net loss per share			$	(3.51	)				$	(3.48	)

Shares used in calculating basic and diluted net loss per share				142,693						142,693

The accompanying notes are an integral part of these unaudited pro forma financial statements.

INKTOMI CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
For the year ended September 30, 2001


			As filed in
			Form 10-K			Adjustments			Pro Forma

Revenues:
	Licenses		$	106,737		$	(18,674	) (a)	$	88,063
	Web search services			51,287			—			51,287
	Maintenance services			21,682			(6,473	)(a)		15,209
	Other services			18,856			(889	) (a)		17,967

		Total revenues		198,562			(26,036	)		172,526
Cost of revenues:
	Licenses			6,277			(1,506	) (a)		4,771
	Web search services			24,655			—			24,655
	Maintenance services			5,916			(506	) (a)		5,410
	Other services			12,329			(638	) (a)		11,691

		Total cost of revenues		49,177			(2,650	)		46,527
Gross profit				149,385			(23,386	)		125,999
Operating expenses:
	Sales and marketing			139,069			(11,197	) (b)		127,872
	Research and development			77,925			(2,862	) (b)		75,063
	General and administrative			24,581			—			24,581
	Amortization of goodwill and other intangibles			70,426			—			70,426
	Impairment of goodwill and other intangibles			44,915			—			44,915
	Restructuring			11,627			(155	) (b)		11,472
	Impairment of property, plant and equipment			904			—			904
	Purchased in-process research and development			430						430
	Acquisition related costs			19,497			—			19,497

		Total operating expenses		389,374			(14,214	)		375,160

Operating loss				(239,989	)		(9,172	)		(249,161	)
Impairment of investments				(65,895	)		—			(65,895	)
Other income, net				10,340			—			10,340

Pretax loss				(295,544	)		(9,172	)		(304,716	)
Income Tax Provision				(938	)		—			(938	)

		Net loss	$	(296,482	)	$	(9,172	)	$	(305,654	)

Basic and diluted net loss per share			$	(2.36	)				$	(2.43	)

Shares used in calculating basic and diluted net loss per share				125,608						125,608

The accompanying notes are an integral part of these unaudited pro forma financial statements.

INKTOMI CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
For the year ended September 30, 2000


			As filed in
			Form 10-K			Adjustments			Pro Forma

Revenues:
	Licenses		$	135,796		$	(2,731	) (a)	$	133,065
	Web search services			52,127			—			52,127
	Maintenance services			12,628			(769	) (a)		11,859
	Other services			23,666			(51	) (a)		23,615

		Total revenues		224,217			(3,551	)		220,666
Cost of revenues:
	Licenses			6,449			(1,104	) (a)		5,345
	Web search services			21,774			—			21,774
	Maintenance services			3,852			(540	) (a)		3,312
	Other services			10,100			(34	) (a)		10,066

		Total cost of revenues		42,175			(1,678	)		40,497
Gross profit				182,042			(1,873	)		180,169
Operating expenses:
	Sales and marketing			123,046			(1,975	) (b)		121,071
	Research and development			59,714			(1,683	) (b)		58,031
	General and administrative			19,121			—			19,121
	Amortization of goodwill and other intangibles			13,182			—			13,182
	Impairment of property, plant and equipment			1,045			—			1,045
	Purchased in-process research and development			4,400			—			4,400
	Acquisition-related costs			3,999			—			3,999

		Total operating expenses		224,507			(3,658	)		220,849

Operating loss				(42,465	)		1,785			(40,680	)
Other income, net				16,951			—			16,951

Pretax loss				(25,514	)		1,785			(23,729	)
Income Tax Provision				(1,826	)		—			(1,826	)

		Net loss	$	(27,340	)	$	1,785		$	(25,555	)

Basic and diluted net loss per share			$	(0.24	)				$	(0.23	)

Shares used in calculating basic and diluted net loss per share				113,030						113,030

The accompanying notes are an integral part of these unaudited pro forma financial statements.

INKTOMI CORPORATION
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION

NOTE 1 – Unaudited Pro Forma Condensed Consolidated Balance Sheet Adjustments

The unaudited pro forma condensed consolidated balance sheet assumes that divestiture of certain assets and liabilities of Inktomi Corporation’s (“Inktomi’s”) Enterprise Search Division (Enterprise Search) to Verity, Inc. (“Verity”) occurred as of September 30, 2002. Assumptions and adjustments to reflect the estimated net proceeds and gain on sale of certain assets and liabilities of Enterprise Search to Verity include:


(a	)	Cash sales proceeds (Sales price of $25 million less $3 million held in escrow)	$	22,000

(b	)	Estimated cost resulting directly from the sale including transaction, legal and accounting fees		(2,000	)


		Estimated net proceeds		20,000


(c	)	Accounts receivable		2,754

(d	)	Carrying value of computers, office equipment and non-proprietary software		1,069

(e	)	Carrying value of net intangibles assets including goodwill of $8,240 and acquired technology of $1,788 both generated from the August 2002 acquisition of Quiver which technology was included in the sale of assets to Verity		10,028

(f	)	Deferred revenue assumed by Verity		(4,588	)


		Estimated net assets of Search Enterprise Division assets sold		9,263

(g	)	Estimated gain	$	10,737

INKTOMI CORPORATION
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION

NOTE 2 – Unaudited Pro Forma Condensed Consolidated Statement of Operations Adjustments

The pro forma adjustments to the unaudited pro forma condensed consolidated statement of operations eliminate the results of operations directly related to the Enterprise Search. For purposes of this pro forma statement, the sale of certain assets and liabilities of the Enterprise Search is assumed to have occurred as of October 1, 1999, the beginning of Inktomi’s fiscal year 2000. The statements of operations do not include the gain on disposal, the costs related to the sale or interest income that would have been earned on sales proceeds since October 1, 1999.

	(a)		Reflects the elimination of license, maintenance and professional service revenue and cost of revenue related to Enterprise Search.

	(b)		Reflects the elimination of primarily direct costs for Inktomi employees in sales and marketing, research and development and general and administrative related to Enterprise Search.

	(c)		Reflects the elimination of amortization of acquired technology generating from the August 2002 acquisition of Quiver which technology was included in the sale of assets to Verity.

(c)

Exhibits.

The following exhibits are filed as part of this report:


Exhibit No.		Description


2.1		Asset Purchase Agreement, dated as of November 13, 2002, by and among Inktomi Corporation, Inktomi Quiver Corporation (formerly Quiver, Inc.), Ultraseek Corporation, Quiver Ltd. and Verity, Inc.

2.2		Amendment No. 1 to Asset Purchase Agreement, dated as of December 17, 2002, by and among Inktomi Corporation, Inktomi Quiver Corporation (formerly Quiver, Inc.), Ultraseek Corporation, Quiver Ltd. and Verity, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, asthe ~~amended,~~registrant ~~the Registrant~~ has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INKTOMI CORPORATION
Dated: November 14, 2002	By:	/s/ RANDY GOTTFRIED
	Randy Gottfried Senior Vice President and Chief Financial Officer

Dated: January 2, 2002

3 INKTOMI CORPORATION By /s/ Randy S. Gottfried Randy S. Gottfried Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.

Description

Inktomi Corporation and Verity, Inc. joint press release dated November 13, 2002.

Asset Purchase Agreement, dated as of November 13, 2002, by and among Inktomi Corporation, Inktomi Quiver Corporation (formerly Quiver, Inc.), Ultraseek Corporation, Quiver Ltd. and Verity, Inc.

Amendment No. 1 to Asset Purchase Agreement, dated as of December 17, 2002, by and among Inktomi Corporation, Inktomi Quiver Corporation (formerly Quiver, Inc.), Ultraseek Corporation, Quiver Ltd. and Verity, Inc.

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