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Pursuant to Rule 424(b)(3)
File No. 333-32846
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 2000
COPPER MOUNTAIN NETWORKS, INC.
MAY 24, 2000
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The Prospectus dated May 1, 2000, as declared effective on May 1, 2000,
is hereby supplemented as follows to restate, in its entirety, the "Principal
and Selling Stockholders" section on pages 56-59 of the Prospectus. This
Supplement, together with the Prospectus, constitutes the complete prospectus
with respect to the shares offered hereby.
PRINCIPAL AND SELLING STOCKHOLDERS
Except as indicated, the following table sets forth information known to us
with respect to the beneficial ownership of our common stock as of April 30,
2000 and as adjusted to reflect the sale of common stock in this offering for:
. each person who we know to own beneficially more than five percent of
our outstanding common stock;
. each of our directors;
. certain of our executive officers;
. all of our directors and executive officers as a group; and
. each selling stockholder.
In connection with our acquisition of OnPREM Networks Corporation, we agreed
to register common stock for those stockholders for resale. We are unable to
determine the exact number of shares that actually have been or will be sold.
The information provided in the table below with respect to each selling
stockholder has been obtained from such selling stockholder.
Except as indicated, and subject to community property laws where applicable,
the persons named have sole voting and investment power with respect to all
shares shown as beneficially owned by them. Percentage of beneficial ownership
is based on 50,451,092 shares of common stock outstanding as of April 30, 2000.
<TABLE>
<CAPTION>
Shares Beneficially
Number of Number of Owned After This
Shares Shares Offering (2)
Beneficially Being --------------------
Name and Address of Beneficial Owner Owned (1) Percentage Offered (2) Number Percentage
- ------------------------------------ ------------ ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
Roger Evans(3)......................... 260,840 * -- 260,840 *
(Greylock Equity Limited Partnership)
Tench Coxe(4).......................... 360,446 * -- 360,446 *
(Sutter Hill Ventures)
Andrew W. Verhalen(5).................. 165,049 * -- 165,049 *
(Matrix Partners IV, L.P.)
Richard H. Kimball(6).................. 571,888 1.13% -- 571,888 1.13%
(Technology Crossover Ventures II, L.P.)
Joseph D. Markee(7).................... 1,249,835 2.48% -- 1,249,835 2.48%
Mark Handzel(8)........................ 1,238,354 2.45% -- 1,238,354 2.45%
</TABLE>
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<TABLE>
<CAPTION>
Shares Beneficially
Number of Number of Owned After This
Shares Shares Offering (2)
Beneficially Being --------------------
Name and Address of Beneficial Owner Owned (1) Percentage Offered (2) Number Percentage
- ------------------------------------ ------------ ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
Richard Gilbert(9)...................... 660,299 1.30% -- 660,299 1.30%
Steve Hunt(10).......................... 503,750 1.00% -- 503,750 1.00%
Mike Kelly(11).......................... 237,713 * -- 237,713 *
Raymond V. Thomas(12)................... 60,000 * -- 60,000 *
Robert L. Bailey(13).................... 66,000 * -- 66,000 *
All directors and officers as a group
(17 persons) (14)...................... 6,044,449 11.69% -- 6,044,449 11.69%
Sabine Austin........................... 641 * 641 0 *
Charles A. Blanchard(25)................ 1,259 * 1,259 0 *
Rolf Brauchler.......................... 5,646 * 5,646 0 *
Edward F. and Sherril S. Brennan,
JTWS(24)............................... 1,679 * 1,679 0 *
Wilson O. Cochran, II(15)............... 45,087 * 39,072 6,015 *
Casey E. Cox............................ 128,319 * 128,319 0 *
Les Denend.............................. 320 * 320 0 *
Satish Gune............................. 641 * 641 0 *
William Ingram(16)...................... 2,406 * 2,138 268 *
Steven M. and Neal B. Johnson........... 5,373 * 5,373 0 *
Tenants in Common(25)
Katz Financial Services Ltd.(25)........ 2,566 * 2,566 0 *
Steven Langham.......................... 320 * 320 0 *
David Laone(17)......................... 641 * 449 192 *
James Lawson(18)........................ 1,470 * 1,002 468 *
Mark L. Ludwig and Debby R. Ludwig
Trustees, Mark Lawrence Ludwig
Revocable Trust U/A/D 10/30/98(25)..... 6,760 * 6,760 0 *
David M. Marshall....................... 64 * 64 0 *
George D. Marshall(26).................. 122,025 * 122,025 0 *
Lois F. Marshall........................ 6,415 * 6,415 0 *
Paul J. Marshall........................ 64 * 64 0 *
Sharon K. Marshall...................... 6,415 * 6,415 0 *
Philip Monin(19)........................ 641 * 427 214 *
ML-Montclair Capital Fund, LLC(25)...... 13,000 * 13,000 0 *
Vic Para................................ 5,645 * 5,645 0 *
John E. Parkey(25)...................... 1,679 * 1,679 0 *
Chris Robbins(20)....................... 949 * 684 265 *
Steven Santos(21)....................... 427 * 213 214 *
Randolph M. Selig(25)................... 5,500 * 5,500 0 *
Ramadoss Venkatesan(22)................. 8,553 * 6,415 2,138 *
James S. Acquistapace................... 29,415 * 29,415 0 *
Paul J. Ake............................. 3,645 * 3,645 0 *
Charles Giancarlo....................... 22,123 * 22,123 0 *
John Lee(23)............................ 72,908 * 72,908 0 *
Robert Leppo(26)........................ 137,266 * 137,266 0 *
Marla Lipsky............................ 4,977 * 4,977 0 *
Robert R. Lux........................... 3,936 * 3,936 0 *
Charles S. Mitchell..................... 2,916 * 2,916 0 *
Anthony P. Russo, Trustee............... 5,037 * 5,037 0 *
Anthony P. Russo Separate
Property Trust U/A 9/11/90(25)
Amit Shah............................... 11,061 * 11,061 0 *
Thomas A. Skornia....................... 11,061 * 11,061 0 *
Richard White(26)....................... 75,630 * 75,630 0 *
CIBC Bank and Trust Co. Limited as
Trustee of Trust T304 (Randall Rose)... 72,908 * 72,908 0 *
</TABLE>
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<TABLE>
<CAPTION>
Shares
Beneficially
Number of Number of Owned After This
Shares Shares Offering (2)
Name and Address of Beneficially Being -----------------
Beneficial Owner Owned (1) Percentage Offered (2) Number Percentage
- ------------------- ------------ ---------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Salomon Smith Barney Tax
Advantaged Exchange Fund
III, LLC(25).................. 10,796 * 10,796 0 *
SBIC Partners II, L.P. ........ 109,362 * 109,362 0 *
Tallac Corporation(24)......... 72,908 * 72,908 0 *
Tredegar Investments, Inc.(25). 74 * 74 0 *
TGI Fund III, LLC(26).......... 174,124 * 174,124 0 *
The Selig Capital Group........ 7,061 * 7,061 0 *
</TABLE>
- --------
* Represents beneficial ownership of less than 1%.
(1) The number of shares beneficially owned by each stockholder is determined
under rules promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which the individual
or entity has sole or shared voting power or investment power and any
shares as to which the individual or entity has the right to acquire
beneficial ownership within 60 days after April 30, 2000 through the
exercise of any stock option or other right. The inclusion herein of such
shares, however, does not constitute an admission that the named
stockholder is a direct or indirect beneficial owner of, or receives the
economic benefit from, such shares.
(2) Assumes the sale by the selling stockholders of all of the shares of
Copper Mountain common stock issued in connection with the acquisition of
OnPREM Networks Corporation.
(3) Mr. Evans is a general partner of the general partner of Greylock Equity
Limited Partnership.
(4) Includes 15,092 shares held in Mr. Coxe's Keogh account, and 60,000 shares
issuable upon exercise of options exercisable within 60 days of April 30,
2000. Mr. Coxe is a managing director of the general partner of Sutter
Hill Ventures.
(5) Includes 5,182 shares held by entities affiliated with Matrix Partners IV,
L.P. and 60,000 shares issuable upon exercise of options held by Mr.
Verhalen exercisable within 60 days of April 30, 2000. Mr. Verhalen is a
general partner of Matrix Partners IV, L.P.
(6) Includes:
. 6,359 shares held by TCV II, V.O.F., which represent less than 1% of
total shares before and after this offering;
. 195,773 shares held by Technology Crossover Ventures II, L.P. which
represent less than 1% of total shares before and after this
offering;
. 150,511 shares held by TCV II (Q), L.P. which represent less than 1%
of total shares before and after this offering;
. 26,712 shares held by TCV II Strategic Partners, L.P. which
represent less than 1% of total shares before and after this
offering;
. 29,891 shares held by Technology Crossover Ventures II, C.V. which
represent less than 1% of total shares before and after this
offering; and
. 60,000 shares issuable upon exercise of options held by Mr. Kimball
exercisable within 60 days of April 30, 2000.
Mr. Kimball, a director of Copper Mountain, is a managing member of the
general partner of each of these entities.
(7) Includes 19,656 shares of common stock held by Teresa L. Boley, Mr.
Markee's spouse, 15,000 shares issuable upon exercise of options
exercisable within 60 days of April 30, 2000, and 32,429 shares subject to
repurchase by Copper Mountain as of April 30, 2000.
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(8) Includes 32,429 shares subject to repurchase by Copper Mountain as of
April 30, 2000, and 10,000 shares issuable upon exercise of options
exercisable within 60 days of April 30, 2000.
(9) Includes 525,033 shares issuable upon exercise of options exercisable
within 60 days of April 30, 2000.
(10) Includes 173,750 shares of common stock issuable upon exercise of options
exercisable within 60 days of April 30, 2000.
(11) Includes 27,325 shares issuable upon exercise of options exercisable
within 60 days of April 30, 2000.
(12) Includes 60,000 shares issuable upon exercise of options exercisable
within 60 days of April 30, 2000.
(13) Includes 60,000 shares issuable upon exercise of options exercisable
within 60 days of April 30, 2000.
(14) Includes 1,233,886 shares subject to options exercisable within 60 days of
April 30, 2000.
(15) Includes 6,015 shares issuable upon exercise of options exercisable within
60 days of April 30, 2000.
(16) Includes 268 shares issuable upon exercise of options exercisable within
60 days of April 30, 2000.
(17) Includes 192 shares issuable upon exercise of options exercisable within 60
days of April 30, 2000.
(18) Includes 468 shares issuable upon exercise of options exercisable within 60
days of April 30, 2000.
(19) Includes 214 shares issuable upon exercise of options exercisable within
60 days of April 30, 2000.
(20) Includes 265 shares issuable upon exercise of options exercisable within
60 days of April 30, 2000.
(21) Includes 214 shares issuable upon exercise of options exercisable within
60 days of April 30, 2000.
(22) Includes 2,138 shares issuable upon exercise of options exercisable within
60 days of April 30, 2000.
(23) Includes 21,872 shares of common stock held by Tallac Corporation. Mr. Lee
is the president of Tallac Corporation.
(24) Includes 51,036 shares of common stock held by John Lee. Mr. Lee is the
president of Tallac Corporation.
(25) Represents number of shares acquired pursuant to a transfer or distribution
from another selling stockholder after April 30, 2000. With respect to such
selling stockholder, we are unable to determine the number of shares of our
common stock beneficially held by it other than the shares being offered by
this Prospectus.
(26) Represents number of shares beneficially held subsequent to a transfer or
distribution effective after April 30, 2000.
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