JUNIPER NETWORKS INC files prospectus
March 03, 2000 14:26
Excerpted from 424B1 filed on 03/03 by JUNIPER NETWORKS INC:
JUNIPER NETWORKS INC files prospectus
Filed pursuant to Rule 424(b)(1)
SEC File No. 333-96171
$1,000,000,000
[LOGO]
Item. 4.75% Convertible Subordinated Notes due March 15, 2007
We are offering $1,000,000,000 of 4.75% Convertible Subordinated Notes due
March 15, 2007. You may convert your convertible notes into our common stock at
any time prior to maturity or their prior redemption or repurchase by us. The
convertible notes will mature on March 15, 2007. The conversion rate is 3.0496
shares per each $1,000 principal amount of convertible notes, subject to
adjustment. This is equivalent to a conversion price of approximately $327.92
per share. Our common stock is quoted on the Nasdaq National Market under the
symbol "JNPR". On March 2, 2000, the last reported bid price for the common
stock was $260.25 per share.
We will pay interest on the convertible notes on March 15 and September 15
of each year. The first interest payment will be made on September 15, 2000. The
convertible notes are subordinated in right of payment to all of our senior
debt. The convertible notes will be issued only in denominations of $1,000 and
integral multiples of $1,000.
On or after the third business day after March 15, 2003, we have the option
to redeem the convertible notes at the redemption prices set forth in this
prospectus. You have the option to require us to repurchase any convertible
notes held by you if there is a change in control, under the circumstances and
at the price described in this prospectus.
See "Risk Factors" beginning on page 6 of this prospectus to read about
important factors you should consider before buying the convertible notes.
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.
TABLE
CAPTION
Per Note Total
S C C
Initial public offering price............................... 100.0% $1,000,000,000
Underwriting discount....................................... 2.5% $ 25,000,000
Proceeds, before expenses, to Juniper Networks.............. 97.5% $ 975,000,000
TABLE
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the convertible notes will accrue from March 8,
2000 and must be paid by the purchaser if the convertible notes are delivered
after March 8, 2000.
To the extent that the underwriters sell more than $1,000,000,000 principal
amount of convertible notes, the underwriters have the option to purchase up to
an additional $150,000,000 principal amount of convertible notes from us at the
initial public offering price less the underwriting discount.
The underwriters expect to deliver the convertible notes in book-entry form
only through the facilities of The Depository Trust Company against payment in
New York, New York on March 8, 2000.
GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON
ROBERTSON STEPHENS
DAIN RAUSCHER WESSELS
SG COWEN
WARBURG DILLON READ LLC
Prospectus dated March 2, 2000.
PROSPECTUS SUMMARY
This summary may not contain all of the information that may be important
to you. You should read the entire prospectus as well as the information
regarding us, including our consolidated financial statements and the
accompanying notes, appearing elsewhere in this prospectus. All information in
this prospectus assumes the underwriters' overallotment option with respect to
the convertible notes offering is not exercised unless otherwise stated.
ABOUT 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 and we recently introduced the M20,
an Internet backbone router purpose-built for emerging service providers. Our
Internet backbone routers combine 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 in the United States and through value added resellers internationally.
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, estimated in 1999
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, M40,
M20 and JUNOS 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 this 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
Securities offered......... $1,000,000,000 aggregate principal amount of 4.75%
Convertible Subordinated Notes due March 15, 2007.
We also have granted the underwriters an
over-allotment option to purchase up to an
additional $150,000,000 aggregate principal amount
of convertible notes.
Offering price............. 100% of the principal amount of the convertible
notes, plus accrued interest, if any, from March 8,
Item. 2000.
Interest................... We will pay interest on the convertible notes
semi-annually on March 15 and September 15 of each
year, commencing September 15, 2000.
Conversion................. You may convert your convertible notes into shares
of our common stock at a conversion rate of 3.0496
shares of common stock per $1,000 principal amount
of convertible notes. This is equivalent to a
conversion price of approximately $327.92 per
share. The conversion rate may be subject to
adjustment. The convertible notes will be
convertible at any time before the close of
business on the maturity date, unless we have
previously redeemed or repurchased the convertible
notes. You may convert your convertible notes
called for redemption or submitted for repurchase
up to and including the business day immediately
preceding the date fixed for redemption or
repurchase, as the case may be.
Subordination.............. The convertible notes are subordinated to our
senior debt, as that term is defined in
"Description of the Convertible
Notes -- Subordination". The convertible notes are
also effectively subordinated in right of payment
to all indebtedness and other liabilities of our
subsidiaries. As of December 31, 1999, we did not
have any outstanding senior debt. The indenture
under which the convertible notes will be issued
will not restrict the incurrence of senior debt or
other indebtedness by us.
Global note; book-entry
system..................... We will issue the convertible notes only in fully
registered form without interest coupons and in
minimum denominations of $1,000. The convertible
notes will be evidenced only by one or more global
notes in fully registered form and without coupons
deposited with the trustee for the convertible
notes, as custodian for DTC. Your interest in the
global notes will be shown on, and transfers of
your interest can only be made through, records
maintained by DTC and its participants and indirect
participants.
Optional redemption by
Juniper.................... On or after the third business day after March 15,
2003, we have the right at any time to redeem some
or all of your convertible notes at the redemption
prices set forth in this prospectus plus accrued
and unpaid interest.
Repurchase at the option of
holders upon a change in
control.................... If we experience a change in control, as that term
is defined in "Description of Convertible
Notes -- Repurchase at Option of Holders Upon a
Change in Control", you will have the right,
subject to conditions and restrictions, to require
us to repurchase some or all of your convertible
notes at a price equal to 100% of the principal
amount, plus accrued and unpaid interest to the
repurchase date. The repurchase price is payable in
cash or, at our choice depending on the
circumstances, in shares of our common stock,
valued at 95% of the average closing sales prices
of the common stock for the five trading days
preceding and including the third trading day prior
to the repurchase date.
Use of proceeds............ We anticipate using the net proceeds from this
offering for working capital and other general
corporate purposes. Should the opportunity arise,
we may also use a portion of the net proceeds to
fund acquisitions of or investments in
complementary businesses, partnerships, minority
investments, products or technologies.
Events of default.......... Events of default include:
- we fail to pay principal of or any premium on
any convertible note when due, whether or not
the payment is prohibited by the subordination
provisions of the indenture;
- we fail to pay any interest on any convertible
note when due and that default continues for 30
days, whether or not the payment is prohibited
by the subordination provisions of the
indenture;
- we fail to provide the notice that we are
required to give in the event of a change in
control, whether or not the notice is prohibited
by the subordination provisions of the
indenture;
- we fail to perform any other covenant in the
indenture and that failure continues for 60 days
after written notice to us by the trustee or the
holders of at least 25% in aggregate principal
amount of outstanding convertible notes;
- we or any of our significant subsidiaries fail
to pay when due at final maturity thereof,
either at its maturity or upon acceleration, any
indebtedness under any bonds, debentures,
convertible notes or other evidences of
indebtedness for money borrowed, or any
guarantee thereof, in excess of $25,000,000 if
the indebtedness is not discharged, or the
acceleration is not annulled, within 30 days
after written notice to us by the trustee or the
holders of at least 25% in aggregate principal
amount of the outstanding convertible notes; and
- events of bankruptcy, insolvency or
reorganization with respect to us or any of our
significant subsidiaries specified in the
indenture.
Listing of convertible
notes...................... The convertible notes will not be listed on any
securities exchange or quoted on the Nasdaq
National Market. The underwriters have advised us
that they currently intend to make a market in the
convertible notes. However, the underwriters are
not obligated to do so, and any such market making
may be discontinued at any time at the sole
discretion of the underwriters without notice. Our
common stock is traded on the Nasdaq National
Market under the symbol "JNPR".
Governing law.............. The indenture and the convertible notes will be
governed by the laws of the State of New York,
without regard to conflicts of laws principles.
Risk factors............... You should read the "Risk Factors" section,
beginning on page 6, as well as the other
cautionary statements, risks and uncertainties
described in this prospectus, so that you
understand the risks associated with an investment
in the convertible notes.
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
TABLE
CAPTION
YEAR ENDED DECEMBER 31,
1999 1998 1997
S C C C
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net revenues.......................................... $102,606 $ 3,807 $ --
Cost of revenues...................................... 45,272 4,416 --
Gross profit (loss)................................... 57,334 (609) --
Operating expenses:
Research and development............................ 41,502 23,987 9,406
Sales and marketing................................. 20,931 4,216 1,149
General and administrative.......................... 5,235 2,223 1,043
Amortization of goodwill and purchased intangibles
and deferred stock compensation.................. 4,286 1,235 --
Total operating expenses......................... 71,954 31,661 11,598
Operating loss........................................ (14,620) (32,270) (11,598)
Interest income, net.................................. 8,011 1,301 1,235
Loss before income taxes.............................. (6,609) (30,969) (10,363)
Provision for income taxes............................ 2,425 2 --
Net loss.............................................. $ (9,034) $(30,971) $(10,363)
======== ======== ========
Basic and diluted net loss per share(1)............... $ (0.10) $ (0.80) $ (0.40)
======== ======== ========
Shares used in computing basic and diluted net loss
per share(1)........................................ 94,661 38,871 25,773
======== ======== ========
Pro forma basic and diluted net loss per share
(unaudited)(1)...................................... $ (0.07) $ (0.28)
======== ========
Shares used in computing pro forma basic and diluted
net loss per share (unaudited)(1)................... 131,480 111,210
======== ========
OTHER DATA:
Ratio of earnings to fixed charges(2)................. -- -- --
TABLE
TABLE
CAPTION
DECEMBER 31, 1999
(End of Item Excerpt)
THE OFFERING
Securities offered......... $1,000,000,000 aggregate principal amount of 4.75%
Convertible Subordinated Notes due March 15, 2007.
We also have granted the underwriters an
over-allotment option to purchase up to an
additional $150,000,000 aggregate principal amount
of convertible notes.
Offering price............. 100% of the principal amount of the convertible
notes, plus accrued interest, if any, from March 8,
Item. 2000.
Interest................... We will pay interest on the convertible notes
semi-annually on March 15 and September 15 of each
year, commencing September 15, 2000.
Conversion................. You may convert your convertible notes into shares
of our common stock at a conversion rate of 3.0496
shares of common stock per $1,000 principal amount
of convertible notes. This is equivalent to a
conversion price of approximately $327.92 per
share. The conversion rate may be subject to
adjustment. The convertible notes will be
convertible at any time before the close of
business on the maturity date, unless we have
previously redeemed or repurchased the convertible
notes. You may convert your convertible notes
called for redemption or submitted for repurchase
up to and including the business day immediately
preceding the date fixed for redemption or
repurchase, as the case may be.
Subordination.............. The convertible notes are subordinated to our
senior debt, as that term is defined in
"Description of the Convertible
Notes -- Subordination". The convertible notes are
also effectively subordinated in right of payment
to all indebtedness and other liabilities of our
subsidiaries. As of December 31, 1999, we did not
have any outstanding senior debt. The indenture
under which the convertible notes will be issued
will not restrict the incurrence of senior debt or
other indebtedness by us.
Global note; book-entry
system..................... We will issue the convertible notes only in fully
registered form without interest coupons and in
minimum denominations of $1,000. The convertible
notes will be evidenced only by one or more global
notes in fully registered form and without coupons
deposited with the trustee for the convertible
notes, as custodian for DTC. Your interest in the
global notes will be shown on, and transfers of
your interest can only be made through, records
maintained by DTC and its participants and indirect
participants.
Optional redemption by
Juniper.................... On or after the third business day after March 15,
2003, we have the right at any time to redeem some
or all of your convertible notes at the redemption
prices set forth in this prospectus plus accrued
and unpaid interest.
(End of Item Excerpt)
PRINCIPAL STOCKHOLDERS
The following table sets forth information known to us with respect to the
beneficial ownership of our common stock as of December 31, 1999:
- each stockholder known by us to own beneficially more than 5% of our
common stock, as explained below;
- each of the named executive officers;
- each of our directors; and
- all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options or warrants held by that person that
are currently exercisable or will become exercisable within 60 days after
December 31, 1999, are deemed outstanding, while the shares are not deemed
outstanding for purposes of computing percentage ownership of any other person.
Unless otherwise indicated in the footnotes below, the persons and entities
named in the table have sole voting or investment power with respect to all
shares beneficially owned, subject to community property laws where applicable.
The number and percentage of shares beneficially owned are based on the
aggregate of 155,938,599 shares of common stock outstanding as of December 31,
Item. 1999. All share amounts have been adjusted for the three-for-one split of our
common stock to stockholders of record on December 31, 1999.
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
NUMBER PERCENTAGE
OFFICERS AND DIRECTORS(1):
Scott Kriens(2)............................................. 9,485,455 6.1%
Steven Haley(3)............................................. 1,164,393 *
Pradeep Sindhu(4)........................................... 6,770,355 4.3%
Peter Wexler(5)............................................. 2,028,060 1.3%
Marcel Gani(6).............................................. 1,251,495 *
William Hearst(7)........................................... 32,709,372 21.0%
c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road, Menlo Park, CA 94025
Vinod Khosla(8)............................................. 32,709,372 21.0%
c/o Kleiner Perkins, Caufield & Byers
2750 Sand Hill Road, Menlo Park, CA 94025
C. Richard Kramlich(9)...................................... 5,812,311 3.7%
c/o New Enterprise Associates
2490 Sand Hill Road, Menlo Park, CA 94025
William R. Stensrud(10)..................................... 945,000 *
c/o Enterprise Partners
7979 Ivanhoe Ave., Suite 550, La Jolla, CA 92037
All directors and executive officers as a group (11
persons)(11).............................................. 62,444,026 40.0%
5% STOCKHOLDERS:
Kleiner Perkins Caufield & Byers(12)........................ 32,709,372 21.0%
2750 Sand Hill Road, Menlo Park, CA 94025
Ericsson Business Networks AB............................... 9,745,203 6.3%
S-131 89 Stockholm, Sweden
(End of item excerpt.) |
