Filed pursuant to Rule 424(b)(1)
SEC File No. 333-52260
JUNIPER NETWORKS, INC.
This Prospectus relates to the public offering, which is not being
underwritten, of 828,351 shares of our common stock which is held by some of our
current stockholders. The prices at which such stockholders may sell the shares
will be determined by the prevailing market price for the shares or in
negotiated transactions. We will not receive any proceeds from the sale of the
These shares may be offered and sold from time to time by certain of our
stockholders identified in this prospectus. See "Selling Stockholders." The
selling stockholders acquired the shares on December 8, 2000 in connection with
our acquisition of Micro Magic, Incorporated.
Our common stock is quoted on the Nasdaq National Market under the symbol
"JNPR." On January 18, 2001, the last reported sale price of the common stock
was $136.625 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTIONS ENTITLED "RISK
FACTORS" AND "FACTORS THAT MAY AFFECT FUTURE RESULTS" IN THE DOCUMENTS WE FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION THAT ARE INCORPORATED BY REFERENCE
IN THIS PROSPECTUS FOR CERTAIN RISKS AND UNCERTAINTIES THAT YOU SHOULD CONSIDER.
Neither the Securities and Exchange Commission nor any state securities
regulators has approved or disapproved these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
The date of this prospectus is January 19, 2001
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
this offering, and if given or made, such information or representations must
not be relied upon as having been authorized by us, any selling stockholder or
by any other person. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information in this prospectus is correct as of any time subsequent to the date
hereof. This prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any security other than the securities covered by this
prospectus, nor does it constitute an offer to or solicitation of any person in
any jurisdiction in which such offer or solicitation may not lawfully be made.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov. Additional information about us may be
found on our web site at http://www.juniper.net. Information contained on
Juniper Networks web site does not constitute part of this prospectus. -
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below, and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), until the selling stockholders
sell all of the shares. This prospectus is part of a Registration Statement we
filed with the SEC (Registration No. 333-52260). The documents we incorporate by
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
2. Our Quarterly Report on Form 10-Q for the quarterly period ended March
3. Our Current Report on Form 8-K dated May 5, 2000 relating to Juniper
Networks' stock split;
4. Our Quarterly Report on Form 10-Q for the quarterly period ended June
5. Our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2000;
6. The description of our common stock contained in our registration
statement on Form 8-A as filed with the SEC on June 11, 1999.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Corporate Secretary, Juniper Networks,
Inc., 1194 North Mathilda Avenue, Sunnyvale, California 94089; telephone number
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell, and
seeking offers to buy, shares of Juniper Networks common stock only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of the shares.
Our principal executive offices are located at 1194 North Mathilda Avenue,
Sunnyvale, California 94089. Our telephone number is (408) 745-2000.
The following table sets forth the number of shares owned by each of the
selling stockholders. None of the selling stockholders has had a material
relationship with Juniper Networks within the past three years other than as a
result of their employment with Juniper Networks as of the date of the closing
of the acquisition. No estimate can be given as to amount of shares that will be
held by the selling stockholders after completion of this offering because the
selling stockholders may offer all or some of the shares and because there
currently are no agreements, arrangements or understandings with respect to the
sale of any of the shares. The shares are being registered to permit public
secondary trading of the shares, and the selling stockholders may offer the
shares for resale from time to time.
The shares offered by this prospectus may be offered from time to time by
the selling stockholders named below:
NUMBER OF SHARES
NUMBER OF SHARES REGISTERED FOR SALE PERCENTAGE OF
NAME OF SELLING STOCKHOLDER BENEFICIALLY OWNED HEREBY (1) OUTSTANDING SHARES
--------------------------- ------------------ -------------------- ------------------
<S> <C> <C> <C>
Beryl N. Barnard 6,083 6,083 *
Gary Bewick 21,600 21,600 *
Elizabeth M. Cooper 5,069 5,069 *
Sherry Fang 34,218 34,218 *
Beth T. Mahar 4,320 4,320 *
Karen Mangum 2,160 2,160 *
Nadine North 3,041 3,041 *
Stephen Richardson 84,367 84,367 *
Mark Santoro 477,074 477,074 *
Ronald B. Santoro 4,320 4,320 *
Thomas A. Santoro 4,320 4,320 *
Amy Tavrow 4,320 4,320 *
Hillard Tavrow 4,320 4,320 *
Lee Tavrow 161,215 161,215 *
Paula Tavrow 4,320 4,320 *
WS Investment Company 2000 B 7,604 7,604 *
* Represents beneficial ownership of less than 1% of our outstanding common
(1) This registration statement also shall cover any additional shares of
common stock which become issuable in connection with the shares registered
for sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number our outstanding
shares of common stock.
PLAN OF DISTRIBUTION
The shares being offered by the selling stockholders were issued by us in
our acquisition of Micro Magic, Incorporated pursuant to an Agreement and Plan
of Reorganization dated November 27, 2000. The shares of common stock were
issued pursuant to an exemption from the registration provisions of the
Securities Act. The selling stockholders represented to us that they were
acquiring the shares for investment and with no present intention of
distributing the shares.
We will not receive any proceeds from the sale of the shares. Each of the
selling stockholders may sell its shares directly or through broker-dealers or
underwriters who may act solely as agents or who may acquire shares as
principals. The distribution of the shares may be effected in one or more
transactions that may take place through the Nasdaq National Market, including
block trades or ordinary broker's transactions, or through privately negotiated
transactions, or through a combination of any such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by the selling stockholders
in connection with such sales.
The aggregate proceeds to the selling stockholders from the sale of the
shares will be the purchase price of the common stock sold less the aggregate
agents' commissions if any, and other expenses of issuance and distribution not
borne by us. The selling stockholders and any dealers or agents that participate
in the distribution of the shares may be deemed to be "underwriters" within the
meaning of the Securities Act, and any profit on the sale of such shares by them
and any commissions received by any such dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
The selling stockholders may effect transactions by selling shares directly
or through broker-dealers acting either as principal or as agent, and such
broker-dealers may receive compensation in the form of usual and customary or
specifically negotiated underwriting discounts, concessions, or commissions from
the selling stockholders.
To the extent required, the specific shares of common stock to be sold, the
names of the selling stockholders, purchase price, public offering price, the
names of any such agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offering will be set forth in an
accompanying prospectus supplement.
We have agreed to bear certain expenses of registration of the common stock
under the federal and state securities laws and of any offering and sale
hereunder not including certain expenses, such as commissions of dealers or
agents, and fees attributable to the sale of the shares.
This offering will terminate on the earliest of (a) two years after the SEC
has declared the Registration Statement effective or (b) the date on which all
shares offered hereby have been sold by the selling stockholders.
Any securities covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this prospectus.
There can be no assurance that a selling stockholder will sell any or all
of the shares of common stock offered by it hereunder.
The validity of the shares of common stock offered hereby has been passed
upon for us by the general counsel of Juniper Networks.
The consolidated financial statements of Juniper Networks incorporated by
reference into Juniper Networks' annual report on Form 10-K for the year ended
December 31, 1999 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon and incorporated herein by reference. Such
consolidated financial statements are incorporated by reference herein in
reliance upon the authority of such firm as experts in accounting and auditing.