JUNIPER NETWORKS INC
S-1MEF, 2000-03-03
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>   1

           AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2000

                                                    REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------

                                    FORM S-1
                             REGISTRATION STATEMENT

                                     Under
                           The Securities Act of 1933
                      ------------------------------------
                             JUNIPER NETWORKS, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                    <C>                                    <C>
               DELAWARE                                 3661                                77-042258
   (State or other jurisdiction of          (Primary Standard Industrial                 (I.R.S. Employer
    incorporation or organization)          Classification Code Number)                Identification No.)
</TABLE>

                              385 RAVENDALE DRIVE
                            MOUNTAIN VIEW, CA 94043
   (Address, including zip code, of Registrant's principal executive offices)
                      ------------------------------------

                                 LISA C. BERRY
                         GENERAL COUNSEL AND SECRETARY
                             JUNIPER NETWORKS, INC.
                  385 RAVENDALE DRIVE, MOUNTAIN VIEW, CA 94043
                                 (650) 526-8000
(Name, address, and telephone number, including area code, of agent for service)
                      ------------------------------------

                                   Copies to:

<TABLE>
<S>                                                      <C>
                  JUDITH MAYER O'BRIEN                                        NORA L. GIBSON
                      JOHN A. FORE                                          LINDSAY C. FREEMAN
                   BRUCE M. MCNAMARA                                           LORA D. BLUM
            WILSON SONSINI GOODRICH & ROSATI                          BROBECK PHLEGER & HARRISON LLP
                PROFESSIONAL CORPORATION                                        ONE MARKET
                   650 PAGE MILL ROAD                                       SPEAR STREET TOWER
                  PALO ALTO, CA 94304                                    SAN FRANCISCO, CA 94105
                     (650) 493-9300                                           (415) 442-0900
</TABLE>

                      ------------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
                      ------------------------------------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box.  [ ]

If this Form is file to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering.  [X]  333-96171

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
                      ------------------------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                                                          <C>                      <C>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
                                                                 PROPOSED MAXIMUM
                    TITLE OF EACH CLASS                             AGGREGATE                AMOUNT OF
               OF SECURITIES TO BE REGISTERED                   OFFERING PRICE(1)         REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
4.75% Convertible Subordinated Notes due March 15, 2007          $172,500,000(2)              $45,540
Common Stock, par value $0.00001 per share, issuable upon
  conversion of 4.75% Convertible Subordinated Notes due
  March 15, 2007                                                       (3)                      (3)
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of computing the registration pursuant to
    Rule 457(o) of the Securities Act of 1933.

(2) Exclusive of accrued interest, if any.

(3) No additional consideration will be received for any shares of common stock
    issued upon conversion or exchange of the 4.75% Convertible Subordinated
    Notes due March 15, 2007. Pursuant to Rule 416 under the Securities Act of
    1933 this registration statement also includes an indeterminate number of
    shares that may be issued upon conversion of the 4.75% Convertible
    Subordinated Notes due March 15, 2007 as a result of anti-dilution and other
    provisions of the convertible notes.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

                                EXPLANATORY NOTE

This registration statement is being filed by Juniper Networks, Inc. pursuant to
Rule 462(b) under the Securities Act of 1933, as amended. This registration
statement includes the facing page, this page, the signature page, an exhibit
index, an opinion of counsel regarding the legality of the securities being
offered hereby and a related consent and an accountant's consent. This
registration statement relates to the registrant's 4.75% Convertible
Subordinated Notes due March 15, 2007 contemplated by the Registration Statement
on Form S-1 (File No. 333-96171) filed by the registrant with the Securities and
Exchange Commission on February 4, 2000, as amended by Amendment No. 1 thereto
filed with the SEC on February 14, 2000, Amendment No. 2 thereto filed with the
SEC on February 23, 2000 and Amendment No. 3 thereto filed with the SEC on March
2, 2000, which was declared effective by the SEC on March 2, 2000. The
registrant is filing this registration statement for the sole purpose of
increasing the aggregate principal amount of the 4.75% Convertible Subordinated
Notes due March 15, 2007 by $150,000,000, the aggregate principal amount that
the underwriters have an option to purchase by $22,500,000 and increasing the
aggregate offering price to the public by $172,500,000. Pursuant to Rule 462(b),
the contents of the Registration Statement on Form S-1 (File No. 333-96171), as
amended, of the registrant, including the exhibits and the power of attorney
thereto, are incorporated by reference into this registration statement.
<PAGE>   3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Mountain
View, State of California, on the second day of March, 2000.

                                          JUNIPER NETWORKS, INC.

                                          By:                  *
                                            ------------------------------------
                                              Scott Kriens
                                              President and Chief Executive
                                              Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                  SIGNATURE                                    TITLE                       DATE
                  ---------                                    -----                       ----
<S>                                            <C>                                     <C>
*                                              President, Chief Executive Officer and  March 2, 2000
- ---------------------------------------------  Chairman of the Board (Principal
Scott Kriens                                   Executive Officer)

*                                              Chief Financial Officer (Principal      March 2, 2000
- ---------------------------------------------  Financial and Accounting Officer)
Marcel Gani

*                                              Chief Technical Officer and Vice        March 2, 2000
- ---------------------------------------------  Chairman of Board
Pradeep Sindhu

*                                              Director                                March 2, 2000
- ---------------------------------------------
William R. Hearst III

*                                              Director                                March 2, 2000
- ---------------------------------------------
Vinod Khosla

*                                              Director                                March 2, 2000
- ---------------------------------------------
C. Richard Kramlich

*                                              Director                                March 2, 2000
- ---------------------------------------------
William Stensrud

* /s/ LISA C. BERRY                            Attorney-in-Fact                        March 2, 2000
- ------------------------------------------
  Lisa C. Berry
</TABLE>
<PAGE>   4

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 EXHIBIT
  NUMBER    DESCRIPTION OF DOCUMENT
 -------    -----------------------
<C>         <S>
  5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation
 23.1       Consent of Ernst & Young LLP, Independent Auditors
 23.2       Consent of Counsel. Reference is made to Exhibit 5.1.
 24.1*      Power of Attorney.
</TABLE>

- ------------------------
* Incorporated by reference to the Registration Statement on Form S-1 of the
  registrant (333-96171)

<PAGE>   1
                                                                     Exhibit 5.1


                 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]



                                  March 3, 2000



Juniper Networks, Inc.
385 Ravendale Drive
Mountain View, CA  94043

     RE:  JUNIPER NETWORKS, INC. -
          REGISTRATION STATEMENT PURSUANT TO RULE 462(b)

Ladies and Gentlemen:

     We are acting as counsel for Juniper Networks, Inc. (the "Company") in
connection with the registration of up to $150,000,000 in aggregate principal
amount of the Company's 4.75% Convertible Subordinated Notes due March 15, 2007
(including up to $22,500,000 in aggregate principal amount subject to an
over-allotment option to be granted to the underwriters) (the "Additional
Notes") and the Company's common stock, $0.00001 par value, into which the
Additional Notes may be converted (the "Common Stock") pursuant to a
Registration Statement (the "Rule 462(b) Registration Statement") filed pursuant
to Rule 462(b) promulgated under the Securities Act of 1933, as amended, (the
"Act"), in connection with the proposed public offering described in the
Registration Statement on Form S-1, as amended (Registration Statement No.
333-96171)(the "Registration Statement"), filed with the Securities and Exchange
Commission under the Act. The Additional Notes are to be issued pursuant to the
indenture in substantially the form filed as an exhibit to the Registration
Statement (the "Indenture"), to be entered into between the Company and Norwest
Bank Minnesota, National Association, as trustee thereunder (the "Trustee") and
sold pursuant to an underwriting agreement (the "Underwriting Agreement") in
substantially the form filed as an exhibit to the Registration Statement.

     We have examined instruments, documents and records that we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.

<PAGE>   2

Juniper Networks, Inc.
March 3, 2000
Page 2


     Based on such examination, we are of the opinion that:

     1.   The Indenture and the issuance of the Additional Notes have been duly
authorized by appropriate corporate action of the Company and, assuming that the
Indenture has been appropriately completed and duly authorized, executed and
delivered by the Company and the Trustee, the Additional Notes, in the form
filed as an exhibit to the Registration Statement, when duly executed,
authenticated and delivered in accordance with the Indenture and sold pursuant
to the Underwriting Agreement and as described in the Registration Statement,
will constitute valid and legally binding obligations of the Company.

     2.   The issuance of the Common Stock upon the conversion of the Additional
Notes has been duly authorized by appropriate corporate action of the Company
and the Common Stock, when issued and delivered upon the conversion of the
Additional Notes in accordance with the Indenture and as described in the
Registration Statement, will be legally and validly issued, fully paid and
nonassessable.

     Our opinions are qualified as to:

          (a)  limitations imposed by bankruptcy, insolvency, reorganization,
liquidation, conservatorship, readjustment of debt, fraudulent conveyance,
moratorium or other similar laws relating to or affecting the rights of
creditors generally;

          (b)  rights to indemnification and contribution, which may be limited
by applicable law or equitable principles; and

          (c)  general principles of equity, including without limitation
concepts of materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief, and other
equitable remedies (regardless of whether any remedy is considered in a
proceeding at law or in equity).

     We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Rule 462(b) Registration Statement and to the use of our name
whether it appears in the Registration Statement, the prospectus included
therein, or in any amendment or supplement thereto. In giving such consent, we
do not believe that we are "experts" within the meaning of such terms as used in
the Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder with respect to any part of the Registration Statement,
including this opinion as an exhibit or otherwise. We disclaim any obligation
to, and will not, update this opinion for events occurring or coming to our
attention after the date hereof.

                                Very truly yours,

                                WILSON SONSINI GOODRICH & ROSATI
                                Professional Corporation

                                /s/  WILSON SONSINI GOODRICH & ROSATI, P.C.

<PAGE>   1
                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our reports dated
January 17, 2000, incorporated by reference in the Registration Statement (Form
S-1) and related Prospectus of Juniper Networks, Inc. for the registration of
its common stock issuable under the conversion of convertible notes.

Our audits also included the financial statement schedule listed in Item 16(b)
of this Registration Statement. This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.


                                   /s/ Ernst & Young LLP



Palo Alto, California
March 2, 2000



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