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                                          02139
  (Address of Principal Executive Offices)                     (Zip Code)
  
  
                             THIRD AMENDED AND RESTATED
                               1998 STOCK OPTION PLAN
                                   OF INTERVU INC.
                              (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 par         37,104(1)              $43.75           $1,623,300(2)               $429
  value
  -------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      The Registrant previously registered 1,529,461 shares of its Common
           Stock based on 2,567,502 shares of INTERVU common stock subject to
           outstanding options under the Third Amended and Restated 1998 Stock
           Option Plan of INTERVU Inc. (the "InterVU 1998 Plan") on a
           Registration Statement on Form S-8 (File No. 333-35470). Pursuant to
           General Instruction E to Form S-8, the Registrant hereby registers an
           additional 37,104 shares of its Common Stock based on an additional
           62,286 shares of InterVU common subject to options under the InterVU
           1998 Plan.
  
  (2)      Estimated solely for the purpose of calculating the registration fee,
           and based on the weighted average exercise price of the common stock in
           accordance with Rule 457(h) under the Securities Act of 1933, as
           amended.
  
  
  <PAGE>   2
  
  
  
  
  
                             INCORPORATION BY REFERENCE
  
  
       The contents of the Registration Statement on Form S-8 (File No. 333-35470)
  are incorporated herein by reference.
  <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 of the
  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 8, 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 acting 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 amendments 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
  ------------------------    Executive Officer (Principal            May 8, 2000
  George H. Conrades          Executive Officer)
  
  
   /s/ Timothy Weller         Chief Financial Officer and             May 8, 2000
  ------------------------     Treasurer (Principal Financial Officer
  Timothy Weller              and Principal Accounting Officer)
  
  
   /s/ Arthur H. Bilger       Director                                May 8, 2000
  ------------------------
  Arthur H. Bilger
  
  
    /s/ Todd A. Dagres        Director                                May 8, 2000
  ------------------------
  Todd A. Dagres
  
  
   /s/ F. Thomson Leighton    Director                                May 8, 2000
  ------------------------
  F. Thomson Leighton
  
  
                              Director
  ------------------------
  Daniel M. Lewin
  
  
                              Director
  ------------------------
  Terrance G. McGuire
  
                              Director
  ----------------------
  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 for Common Stock of the Registrant.
  
  4.4 (2)           Third Amended and Restated 1998 Stock Option Plan of INTERVU
                    Inc.
  
  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).
  
  (2)      Incorporated herein by reference from the Registrant's Registration
           Statement on Form S-8 (File No. 333-35470).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AKAMAI TECHNOLOGIES, INC.", "secsgml_size_bytes": 7815}]
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": "333-36518", "film-number": "621819"}, "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                                          02139
  (Address of Principal Executive Offices)                     (Zip Code)
  
                             THIRD AMENDED AND RESTATED
                               1998 STOCK OPTION PLAN
                                   OF INTERVU INC.
                              (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 par         37,104(1)              $43.75           $1,623,300(2)               $429
  value
  -------------------------------------------------------------------------------------------------------------
  (1)      The Registrant previously registered 1,529,461 shares of its Common
           Stock based on 2,567,502 shares of INTERVU common stock subject to
           outstanding options under the Third Amended and Restated 1998 Stock
           Option Plan of INTERVU Inc. (the "InterVU 1998 Plan") on a
           Registration Statement on Form S-8 (File No. 333-35470). Pursuant to
           General Instruction E to Form S-8, the Registrant hereby registers an
           additional 37,104 shares of its Common Stock based on an additional
           62,286 shares of InterVU common subject to options under the InterVU
           1998 Plan.
  
  (2)      Estimated solely for the purpose of calculating the registration fee,
           and based on the weighted average exercise price of the common stock in
           accordance with Rule 457(h) under the Securities Act of 1933, as
           amended.
  2
  
                             INCORPORATION BY REFERENCE
  
       The contents of the Registration Statement on Form S-8 (File No. 333-35470)
  are incorporated herein by reference.
  3
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  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 8, 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 acting 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 amendments 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
  ------------------------    Executive Officer (Principal            May 8, 2000
  George H. Conrades          Executive Officer)
  
   /s/ Timothy Weller         Chief Financial Officer and             May 8, 2000
  ------------------------     Treasurer (Principal Financial Officer
  Timothy Weller              and Principal Accounting Officer)
  
   /s/ Arthur H. Bilger       Director                                May 8, 2000
  ------------------------
  Arthur H. Bilger
  
    /s/ Todd A. Dagres        Director                                May 8, 2000
  ------------------------
  Todd A. Dagres
  
   /s/ F. Thomson Leighton    Director                                May 8, 2000
  ------------------------
  F. Thomson Leighton
  
                              Director
  ------------------------
  Daniel M. Lewin
  
                              Director
  ------------------------
  Terrance G. McGuire
  
                              Director
  ----------------------
  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 for Common Stock of the Registrant.
  
  4.4 (2)           Third Amended and Restated 1998 Stock Option Plan of INTERVU
                    Inc.
  
  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).
  
  (2)      Incorporated herein by reference from the Registrant's Registration
           Statement on Form S-8 (File No. 333-35470).