SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)(1)
e-centives, Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
26830H103
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
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(1) 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 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).
CUSIP No. 26830H103 13G Page 2 of 5 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Inktomi Corporation
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(a) |_|
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) |_|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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5. SOLE VOTING POWER 2,197,100
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER Not Applicable
OWNED BY
EACH REPORTING --------------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER 1,814,345
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8. SHARED DISPOSITIVE POWER Not Applicable
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,197,100
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8%
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12. TYPE OF REPORTING PERSON* CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
e-centives, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3901 Rockledge Drive
7th Floor
Bethesda, MD 20817
Item 2(a). Name of Person Filing:
Inktomi Corporation
Item 2(b). Address of Principal Business Office or, if none,
Residence:
4100 East Third Avenue
Foster City, CA 94404
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
26830H103
Item 3. If this statement is filed pursuant to Rule
13d-1(b), or Rule 13d-2(b) or (c), check whether
the person filing is a:
(a) [ ] Broker or dealer registered under Section
15 of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act;
(d) [ ] Investment company registered under
Section 8 of the Investment Company Act;
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person
in accordance with Rule 13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in
Section 3(b) of the Federal Deposit
Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act; or
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box [ X ].
Item 4. Ownership.
(a) Amount Beneficially Owned:
2,197,100 shares
(b) Percent of Class:
5.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
2,197,100 shares
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or to direct the
disposition of:
1,814,345 shares
(iv) Shared power to dispose or to direct the
disposition of:
0 shares
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: January 31, 2002
INKTOMI CORPORATION
By: /s/ Tim Stevens
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Name: Tim Stevens
Title: Vice President Business Affairs
and General Counsel