Sept. 30th filing of 424B1 Juniper Networks, Inc
This stock is worth 10x the complete company of MRVC...lock, stock and barrel.
They have no cash so can one atleast assume Juniper gave MRV stock for the percentage of ownership
WE gave up??
Juniper Networks, Inc. is offering 1,500,000 of the shares to be sold in
the offering. The selling stockholders identified in this prospectus are
offering an additional 3,500,000 shares. Juniper Networks will not receive any
of the proceeds from the sale of shares being sold by the selling stockholders.
The common stock is quoted on the Nasdaq National Market under the symbol
"JNPR". The last reported sale price of the common stock on September 29, 1999
was $191.4375 per share.
See "Risk Factors" beginning on page 6 to read about the certain factors
you should consider before buying shares of the common stock.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------------
Per Share Total
--------- ------------
Initial price to public..................................... $190.00 $950,000,000
Underwriting discount....................................... $ 6.65 $ 33,250,000
Proceeds, before expenses, to Juniper Networks.............. $183.35 $275,025,000
Proceeds, before expenses, to the selling stockholders...... $183.35 $641,725,000
To the extent the underwriters sell more than 5,000,000 shares of common
stock, the underwriters have the option to purchase up to an additional 272,562
shares from Juniper Networks and 477,438 shares from selling stockholders at the
initial price to public less the underwriting discount.
----------------------
The underwriters expect to deliver the shares against payment in New York,
New York on October 5, 1999.
GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON
BANCBOSTON ROBERTSON STEPHENS
DAIN RAUSCHER WESSELS
A DIVISION OF DAIN
RAUSCHER INCORPORATED
SG COWEN
WARBURG DILLON READ LLC
----------------------
Prospectus dated September 29, 1999.
[Inside Cover Art]
PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information regarding Juniper Networks, the common stock being sold in this
offering and our consolidated financial statements, including the notes to those
statements, appearing elsewhere in this prospectus. Unless otherwise indicated,
this prospectus assumes that the underwriters' option to purchase additional
shares in the offering will not be exercised.
JUNIPER NETWORKS
We are a leading provider of Internet infrastructure solutions that enable
Internet service providers and other telecommunications service providers to
meet the demands resulting from the rapid growth of the Internet. We deliver
next generation Internet backbone routers that are specifically designed, or
purpose-built, for service provider networks and offer our customers increased
reliability, performance, scalability, interoperability and flexibility, and
reduced complexity and cost compared to current alternatives. Our flagship
product is the M40 Internet backbone router. The M40 combines the features of
our JUNOS Internet Software, high performance ASIC-based (application specific
integrated circuit) packet forwarding technology and Internet optimized
architecture into a purpose-built solution for service providers. Unlike
conventional routers, which were originally developed for enterprise
applications and are increasingly inadequate for service provider use in public
networks, our Internet backbone routers are specifically designed to accommodate
the size and scope of the Internet.
We sell our Internet backbone routers primarily through a direct sales
force and an original equipment manufacturer. Our M40 Internet backbone router
is currently used by several of the world's leading service providers, such as
UUNet, an MCI WorldCom Company, Cable & Wireless USA, AT&T/IBM Global Services,
Frontier GlobalCenter Inc. and Verio Inc.
We believe that the Internet will continue to grow at significant rates
and will evolve into the next generation public network, superseding and
expanding upon many of the functions provided by the traditional telephone
network. This trend will drive the need for new Internet infrastructure
equipment that can deliver the high levels of reliability and scalability needed
in a public network. We believe we have developed the first commercially
available Internet backbone routing platform specifically designed and built to
meet these requirements. Ryan Hankin Kent, an industry research firm, estimates
that the market for Internet backbone routers was $169 million in 1998 and is
expected to increase to approximately $5.5 billion in 2003.
Our objective is to become the primary supplier of high performance
Internet backbone infrastructure equipment. The following are key elements of
our strategy:
- leverage our early lead as supplier of purpose-built Internet infrastructure
equipment;
- work closely with our key customers;
- increase our penetration in major service providers;
- leverage our early successes to rapidly penetrate new customers;
- expand our sales and distribution network;
- maintain and extend our technology leadership; and
- enable new IP-based services.
Our principal executive offices are located at 385 Ravendale Drive,
Mountain View, California 94043, and our telephone number is (650) 526-8000.
Juniper Networks is a registered trademark and the Juniper Networks logo and M40
are trademarks of Juniper Networks. Each trademark, trade name or service mark
of any other company appearing in this prospectus belongs to its holder.
Information contained on our website, www.juniper.net, does not constitute part
of
3
the prospectus. We were incorporated in the State of California in February
1996, and we reincorporated in the State of Delaware in March 1998.
THE OFFERING
The following information assumes that the underwriters do not exercise the
option granted by us and the selling stockholders listed on page 61 under the
caption "Principal and Selling Stockholders" to purchase additional shares in
this offering. See "Underwriting."
----------------------
Shares offered by Juniper Networks...................... 1,500,000
Shares offered by the selling stockholders.............. 3,500,000
Shares to be outstanding after the offering(1).......... 51,277,014
Use of proceeds......................................... For general corporate purposes, principally
working capital and capital expenditures.
Nasdaq National Market symbol........................... "JNPR"
---------------
(1) Based on shares outstanding as of June 30, 1999. It excludes:
- 8,181,683 shares of common stock reserved for issuance under our Amended
1996 Stock Plan, of which 5,007,695 shares were subject to outstanding
options at a weighted average exercise price of $10.59 per share, and
3,173,988 shares were available for future grants;
- 240,410 shares of common stock issuable upon exercise of outstanding
warrants at a weighted average exercise price of $1.71 per share; and
- 500,000 shares available for issuance under our 1999 Employee Stock Purchase
Plan. See "Capitalization," "Management -- Incentive Stock Plans,"
"Description of Capital Stock" and Notes 5, 6 and 10 to the Consolidated
Financial Statements.
4
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS)
PERIOD FROM SIX MONTHS
INCEPTION YEAR ENDED ENDED
(FEBRUARY 2, 1996) DECEMBER 31, JUNE 30,
TO DECEMBER 31, ------------------- --------------------
1996 1997 1998 1998 1999
------------------- -------- -------- --------- --------
(UNAUDITED)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net revenues................ $ -- $ -- $ 3,807 $ -- $ 27,600
Operating loss.............. (1,939) (11,598) (32,270) (12,052) (10,965)
Net loss.................... (1,799) (10,363) (30,971) (11,108) (10,527)
JUNE 30, 1999
-----------------------
AS
ACTUAL ADJUSTED(1)
-------- -----------
(UNAUDITED)
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments........... $107,801 $382,026
Working capital............................................. 99,358 373,583
Total assets................................................ 143,131 417,356
Long-term obligations, less current portion................. 2,521 2,521
Stockholders' equity........................................ 113,974 388,199
---------------
(1) The consolidated balance sheet data at June 30, 1999, as adjusted, gives
effect to the sale of the shares at the initial price to the public of
$190.00, after deducting the underwriting discount and estimated offering
expenses payable by us.
5
RISK FACTORS
This offering involves a high degree of risk. You should carefully consider
the risks described below before making an investment decision.
OUR FAILURE TO INCREASE OUR REVENUES WOULD PREVENT US FROM ACHIEVING AND
MAINTAINING PROFITABILITY.
We have incurred significant losses since inception and expect to continue
to incur losses in the future. As of June 30, 1999, we had an accumulated
deficit of $53.7 million. Although our net revenues have grown from zero in the
quarter ended September 30, 1998 to $17.6 million in the quarter ended June 30,
1999, we cannot be certain that our revenues will continue to grow, or that we
will achieve sufficient revenues to achieve profitability. We have large fixed
expenses and we expect to continue to incur significant and increasing sales and
marketing, product development and administrative expenses. As a result, we will
need to generate significantly higher revenues to achieve and maintain
profitability. See "Selected Financial Data," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Consolidated
Financial Statements and the Notes to the Consolidated Financial Statements for
more information on our results of operations.
OUR LIMITED OPERATING HISTORY MAKES FORECASTING DIFFICULT.
As a result of our limited operating history, it is difficult to forecast
accurately our revenues, and we have limited meaningful historical financial
data upon which to base planned operating expenses. Specifically, we began
operations in February 1996, introduced our M40 Internet backbone router product
in September 1998 and began shipping the M40 in volume in October 1998. In
addition, our operating expenses are largely based on anticipated revenue trends
and a high percentage of our expenses are and will continue to be fixed in the
short-term. The revenue and income potential of our products and business are
unproven and the market that we are addressing is rapidly evolving. If we do not
achieve our expected revenues, our operating results will be below our
expectations and the expectations of investors and market analysts, which could
cause the price of our common stock to decline.
THE M40 CURRENTLY IS OUR ONLY PRODUCT AND A SIGNIFICANT PORTION OF OUR FUTURE
REVENUE DEPENDS ON ITS COMMERCIAL SUCCESS.
Our future growth and a significant portion of our future revenue depends
on the commercial success of our M40 Internet backbone router, which is the only
product that we currently offer. Many customers who have purchased the M40 have
not yet fully deployed the product in large network environments and may not
choose to do so. Even if our customers do fully deploy our product, it may not
operate as expected. Failure of the M40 to operate as expected could delay or
prevent its adoption. If our target customers do not widely adopt, purchase and
successfully deploy the M40, our revenues will not grow significantly and our
business, financial condition and results of operations will be seriously
harmed.
OUR SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP PRODUCTS AND PRODUCT ENHANCEMENTS
THAT WILL ACHIEVE MARKET ACCEPTANCE.
edgar-online.com
John |
