content: <PAGE>   1
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             AKAMAI TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                     04-3432319
  (State or Other Jurisdiction of                    (I.R.S. Employer
  Incorporation or Organization)                    Identification Number)
  
  500 TECHNOLOGY SQUARE, CAMBRIDGE, MASSACHUSETTS           02139
  (Address of Principal Executive Offices)                (Zip Code)
  
               SECOND AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                 ROBERT O. BALL III
                         VICE PRESIDENT AND GENERAL COUNSEL
                             AKAMAI TECHNOLOGIES, INC.
                               500 TECHNOLOGY SQUARE
                                CAMBRIDGE, MA 02139
                      (Name and Address of Agent for Service)
  
                                   (617) 250-3000
           (Telephone Number, Including Area Code, of Agent for Service)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                       PROPOSED      PROPOSED
   TITLE OF                             MAXIMUM       MAXIMUM
  SECURITIES               AMOUNT      OFFERING      AGGREGATE        AMOUNT OF
    TO BE                  TO BE         PRICE       OFFERING       REGISTRATION
  REGISTERED             REGISTERED    PER SHARE      PRICE              FEE
  -------------------------------------------------------------------------------
  <S>                 <C>              <C>         <C>              <C>
  
  Common Stock, $.01     9,000,000     $65.09(1)   $585,810,000(1)   $154,653.84
  par value                shares
  </TABLE>
  
  -------------
  (1) Computed in accordance with Rules 457(c) and (h) under the Securities Act
  of 1933, as amended, based upon the average of the high and low prices of the
  Common Stock on May 24, 2000.
  
  
  
  
  <PAGE>   2
                      STATEMENT OF INCORPORATION BY REFERENCE
  
       Except as otherwise set forth below, this Registration Statement on Form
  S-8 incorporates by reference the contents of the Registration Statement on Form
  S-8, File No. 333-89887, relating to the Registrant's Second Amended and
  Restated 1998 Stock Incentive Plan.
  
  
  
  <PAGE>   3
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Cambridge, Massachusetts on May 25, 2000.
  
                                AKAMAI TECHNOLOGIES, INC.
  
                                By: /s/ Robert O. Ball III
                                   -----------------------------------
                                   Robert O. Ball III
                                   Vice President, General Counsel and
                                   Secretary
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
  
       We, the undersigned officers and directors of Akamai Technologies, Inc.
  hereby severally constitute and appoint George H. Conrades, Paul Sagan and
  Robert O. Ball III, and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names in
  the capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable Akamai Technologies, Inc. to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendment thereto.
  
       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
  STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
  DATES INDICATED.
  
     SIGNATURE                         TITLE                             DATE
     ---------                         -----                             ----
  
  /s/ George H. Conrades
  ------------------------    Chairman of the Board and Chief         May 25, 2000
  George H. Conrades          Executive Officer (Principal
                              Executive Officer)
  
  /s/ Timothy Weller
  ------------------------    Chief Financial Officer and             May 25, 2000
  Timothy Weller              Treasurer (Principal Financial
                              Officer and Principal Accounting
                              Officer)
  
  /s/ Arthur H. Bilger
  ------------------------    Director                                May 25, 2000
  Arthur H. Bilger
  
  
  /s/ Todd A. Dagres
  ------------------------    Director                                May 25, 2000
  Todd A. Dagres
  
  
  /s/ F. Thomson Leighton
  ------------------------    Director                                May 25, 2000
  F. Thomson Leighton
  
  
  ------------------------    Director                                May --, 2000
  Daniel M. Lewin
  
  
  /s/ Terrance G. McGuire
  ------------------------    Director                                May 25, 2000
  Terrance G. McGuire
  
  
  ------------------------    Director                                May --, 2000
  Edward W. Scott
  
  
  
  
  
  
  
  
  
  <PAGE>   4
                                   EXHIBIT INDEX
  
  
   EXHIBIT
   NUMBER                               DESCRIPTION
  --------                              -----------
  
  4.1(1)       Certificate of Incorporation of the Registrant, as amended.
  
  4.2(1)       By-Laws of the Registrant, as amended.
  
  4.3(1)       Specimen Certificate of Common Stock of the Registrant.
  
  4.4          Second Amended and Restated 1998 Stock Incentive Plan.
  
  5            Opinion of Hale and Dorr LLP.
  
  23.1         Consent of Hale and Dorr LLP (included in Exhibit 5).
  
  23.2         Consent of PricewaterhouseCoopers LLP.
  
  24           Power of Attorney (included in the signature pages of this
               Registration Statement).
  
  ------------
  (1)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-1, as amended (File No. 333-85679).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AKAMAI TECHNOLOGIES, INC.", "secsgml_size_bytes": 6604}]
metadata_filer: {"company-data": {"conformed-name": "AKAMAI TECHNOLOGIES INC", "cik": "0001086222", "assigned-sic": "7389", "irs-number": "043432319", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37810", "film-number": "643629"}, "business-address": {"street1": "500 TECHNOLOGY SQ", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6172503000"}, "mail-address": {"street1": "500 TECHNOLOGY SQ", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
text: 1
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             AKAMAI TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                     04-3432319
  (State or Other Jurisdiction of                    (I.R.S. Employer
  Incorporation or Organization)                    Identification Number)
  
  500 TECHNOLOGY SQUARE, CAMBRIDGE, MASSACHUSETTS           02139
  (Address of Principal Executive Offices)                (Zip Code)
  
               SECOND AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                 ROBERT O. BALL III
                         VICE PRESIDENT AND GENERAL COUNSEL
                             AKAMAI TECHNOLOGIES, INC.
                               500 TECHNOLOGY SQUARE
                                CAMBRIDGE, MA 02139
                      (Name and Address of Agent for Service)
  
                                   (617) 250-3000
           (Telephone Number, Including Area Code, of Agent for Service)
  
                          CALCULATION OF REGISTRATION FEE
  PROPOSED      PROPOSED
   TITLE OF                             MAXIMUM       MAXIMUM
  SECURITIES               AMOUNT      OFFERING      AGGREGATE        AMOUNT OF
    TO BE                  TO BE         PRICE       OFFERING       REGISTRATION
  REGISTERED             REGISTERED    PER SHARE      PRICE              FEE
  -------------------------------------------------------------------------------
  Common Stock, $.01     9,000,000     $65.09(1)   $585,810,000(1)   $154,653.84
  par value                shares
  -------------
  (1) Computed in accordance with Rules 457(c) and (h) under the Securities Act
  of 1933, as amended, based upon the average of the high and low prices of the
  Common Stock on May 24, 2000.
  2
                      STATEMENT OF INCORPORATION BY REFERENCE
  
       Except as otherwise set forth below, this Registration Statement on Form
  S-8 incorporates by reference the contents of the Registration Statement on Form
  S-8, File No. 333-89887, relating to the Registrant's Second Amended and
  Restated 1998 Stock Incentive Plan.
  3
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Cambridge, Massachusetts on May 25, 2000.
  
                                AKAMAI TECHNOLOGIES, INC.
  
                                By: /s/ Robert O. Ball III
                                   -----------------------------------
                                   Robert O. Ball III
                                   Vice President, General Counsel and
                                   Secretary
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Akamai Technologies, Inc.
  hereby severally constitute and appoint George H. Conrades, Paul Sagan and
  Robert O. Ball III, and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names in
  the capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable Akamai Technologies, Inc. to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendment thereto.
  
       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
  STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
  DATES INDICATED.
  
     SIGNATURE                         TITLE                             DATE
     ---------                         -----                             ----
  
  /s/ George H. Conrades
  ------------------------    Chairman of the Board and Chief         May 25, 2000
  George H. Conrades          Executive Officer (Principal
                              Executive Officer)
  
  /s/ Timothy Weller
  ------------------------    Chief Financial Officer and             May 25, 2000
  Timothy Weller              Treasurer (Principal Financial
                              Officer and Principal Accounting
                              Officer)
  
  /s/ Arthur H. Bilger
  ------------------------    Director                                May 25, 2000
  Arthur H. Bilger
  
  /s/ Todd A. Dagres
  ------------------------    Director                                May 25, 2000
  Todd A. Dagres
  
  /s/ F. Thomson Leighton
  ------------------------    Director                                May 25, 2000
  F. Thomson Leighton
  
  ------------------------    Director                                May --, 2000
  Daniel M. Lewin
  
  /s/ Terrance G. McGuire
  ------------------------    Director                                May 25, 2000
  Terrance G. McGuire
  
  ------------------------    Director                                May --, 2000
  Edward W. Scott
  4
                                   EXHIBIT INDEX
  
   EXHIBIT
   NUMBER                               DESCRIPTION
  --------                              -----------
  
  4.1(1)       Certificate of Incorporation of the Registrant, as amended.
  
  4.2(1)       By-Laws of the Registrant, as amended.
  
  4.3(1)       Specimen Certificate of Common Stock of the Registrant.
  
  4.4          Second Amended and Restated 1998 Stock Incentive Plan.
  
  5            Opinion of Hale and Dorr LLP.
  
  23.1         Consent of Hale and Dorr LLP (included in Exhibit 5).
  
  23.2         Consent of PricewaterhouseCoopers LLP.
  
  24           Power of Attorney (included in the signature pages of this
               Registration Statement).
  
  ------------
  (1)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-1, as amended (File No. 333-85679).