REDBACK NETWORKS INC
PRES14A, 2000-04-20
BUSINESS SERVICES, NEC
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<PAGE>   1

                                  SCHEDULE 14A
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
                PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S>                                                      <C>
[X]  Preliminary Proxy Statement                         [ ]  Confidential, for Use of the Commission Only
[ ]  Definitive Proxy Statement                             (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to sec.240.14a-11(c) or 240.14a-12
</TABLE>

                             Redback Networks Inc.
- - --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
- - --------------------------------------------------------------------------------

     (4)  Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------

     (5)  Total fee paid:
- - --------------------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:
- - --------------------------------------------------------------------------------

     (2)  Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------

     (3)  Filing Party:

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

     (4)  Date Filed:
- - --------------------------------------------------------------------------------
<PAGE>   2

                                      LOGO

                                                                    May   , 2000

Dear Redback Stockholder:

     A special meeting of stockholders of Redback Networks Inc., a Delaware
corporation ("Redback"), will be held at 1195 Borregas Avenue, Sunnyvale,
California, on Thursday, June 8, 2000, at 10:00 a.m., local time.

     Details of the business to be conducted at the special meeting are in the
attached proxy statement and notice of special meeting of stockholders.

     It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE DO ONE OF THE
FOLLOWING:

     - COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE
       ENCLOSED POSTAGE-PAID ENVELOPE;

     - DIAL THE TELEPHONE NUMBER INDICATED ON THE ENCLOSED PROXY CARD AND CAST
       YOUR VOTE IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN TO YOU ON THE
       TELEPHONE; OR

     - CAST YOUR VOTE VIA THE INTERNET AT HTTP://WWW.CYBERVOTE.GEORGESON.COM.

     Voting your shares prior to the special meeting does NOT deprive you of
your right to attend the special meeting. If you decide to attend the special
meeting and wish to change your proxy vote, you may do so automatically by
voting in person at the meeting.

     On behalf of the board of directors, I would like to express our
appreciation for your continued interest in the affairs of Redback. We look
forward to seeing you at the special meeting.

                                          Sincerely,

                                          LOGO
                                          Dennis L. Barsema
                                          Director and Chief Executive Officer

     This proxy statement is dated May   , 2000 and is first being mailed to
stockholders on or about May   , 2000.
<PAGE>   3

                                      LOGO

               1195 Borregas Avenue, Sunnyvale, California 94089
                           -------------------------

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                           To Be Held on June 8, 2000
                           -------------------------

To Our Stockholders:

     You are cordially invited to attend a special meeting of stockholders of
Redback Networks Inc. ("Redback") that will be held at 10:00 a.m., local time,
on June 8, 2000 at 1195 Borregas Avenue, Sunnyvale, California. At the special
meeting, you will be asked to consider and vote on the following proposals:

     1. To amend Redback's Amended and Restated Certificate of Incorporation to
        increase the number of shares of common stock that Redback is authorized
        to issue from 200,000,000 to 750,000,000; and

     2. To act upon any and all matters incident to the foregoing, and such
        other business as may legally come before the meeting and any
        adjournments or postponements thereof.

       The foregoing items of business are more fully described in the attached
Proxy Statement.

     Only stockholders of record who own shares of common stock at the close of
business on April 28, 2000, referred to as the record date, are entitled to
notice of, and to vote at, this special meeting or any adjournments or
postponements thereof. Your vote as a stockholder of Redback is important. You
may vote your shares by:

     - marking, signing, dating and returning the enclosed proxy card as
       promptly as possible in the postage prepaid envelope provided;

     - dialing the telephone number indicated on the enclosed proxy card and
       casting your vote in accordance with the instructions given to you on the
       telephone; or

     - casting your vote via the Internet at http://www.cybervote.georgeson.com.
<PAGE>   4

You may also vote in person at the meeting, even if you use any of the three
options above. If your shares are not registered in your own name and you plan
to attend the special meeting and vote your shares in person, you will need to
ask the broker, trust company, bank or other nominee that holds your shares to
provide you with evidence of your share ownership on April 28, 2000 and bring
that evidence to the special meeting.

                                          By Order of the Board of Directors

                                          LOGO
                                          Dennis L. Barsema
                                          Director and Chief Executive Officer

Sunnyvale, California
May   , 2000

                                   IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE DO ONE OF THE
FOLLOWING:

- - - COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE
  ENCLOSED POSTAGE-PAID ENVELOPE;

- - - DIAL THE TELEPHONE NUMBER INDICATED ON THE ENCLOSED PROXY CARD AND CAST YOUR
  VOTE IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN TO YOU ON THE TELEPHONE; OR

- - - CAST YOUR VOTE VIA THE INTERNET AT HTTP://WWW.CYBERVOTE.GEORGESON.COM.

YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE SPECIAL MEETING. IF YOU
DECIDE TO ATTEND THE SPECIAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY
DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.

                                        2
<PAGE>   5

                             REDBACK NETWORKS INC.
                              1195 BORREGAS AVENUE
                          SUNNYVALE, CALIFORNIA 94089
                            ------------------------

                                PROXY STATEMENT
                            ------------------------

                      FOR SPECIAL MEETING OF STOCKHOLDERS
                            TO BE HELD JUNE 8, 2000

DATE, TIME, PLACE AND PURPOSE OF THE SPECIAL MEETING

     The special meeting of stockholders of Redback will be held at 10:00 a.m.,
local time, on June 8, 2000 at, 1195 Borregas Avenue, Sunnyvale, California. At
the meeting, stockholders of record of Redback common stock at the close of
business on April 28, 2000 will be asked to consider and vote on the following
proposals:

          1. To amend Redback's Amended and Restated Certificate of
     Incorporation to increase the number of shares of common stock that Redback
     is authorized to issue from 200,000,000 to 750,000,000; and

          2. To act upon any and all matters incident to the foregoing, and such
     other business as may legally come before the meeting and any adjournments
     or postponements thereof.

RECORD DATE AND OUTSTANDING SHARES

     Only holders of record of Redback common stock at the close of business on
April 28, 2000, referred to as the record date, are entitled to notice of, and
to vote at, the special meeting. As of the close of business on the record date,
there were           shares of Redback common stock outstanding and entitled to
vote, held of record by approximately      stockholders, although Redback has
been informed that there are in excess of      beneficial owners of its common
stock.

VOTE AND QUORUM REQUIRED

     The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Redback common stock entitled to vote at the special
meeting is necessary to constitute a quorum. Holders of Redback's common stock
are entitled to one vote for each share held as of the record date. The holders
of a majority of the outstanding shares of Redback common stock as of the record
date must approve the amendment to the certificate of incorporation.

ABSTENTIONS; BROKER NON-VOTES ON THE PROPOSAL

     A properly executed proxy marked ABSTAIN, although counted for purposes of
determining whether there is a quorum and for purposes of determining the number
of shares represented and entitled to vote at the meeting, will not be voted
with respect to the matter as to which the proxy is marked ABSTAIN. Any proxy
marked ABSTAIN will have the same effect as a vote against the proposals. In the
event that a broker, bank, custodian, nominee or other record holder of Redback
common stock indicates on a proxy that it does not have discretionary authority
to vote certain shares on a particular matter, which is called a broker
non-vote, those shares will not be considered for purposes of determining the
number of shares entitled to vote with respect to a particular proposal on which
the broker has expressly not voted, but will be counted for purposes of
determining the presence or absence of a quorum for the transaction of business.

                                        3
<PAGE>   6

EXPENSES OF PROXY SOLICITATION

     Redback hired Georgeson Shareholder Communications Inc. to assist in the
distribution of proxy materials and solicitation of votes for $          plus
estimated out-of-pocket expenses of $       . Following the original mailing of
the proxies and other soliciting materials, Redback and its agents also may
solicit proxies by mail, telephone, telegraph, via the Internet or in person.
Following the original mailing of the proxies this proxy statement and other
soliciting materials, Redback will request brokers, custodians, nominees and
other record holders of Redback common stock to forward copies of the proxy,
this proxy statement and other soliciting materials to persons for whom they
hold shares of Redback common stock and to request authority for the exercise of
proxies. In such cases, upon the request of the record holders, Redback will
reimburse them for their reasonable expenses.

VOTING OF PROXIES ON THE PROPOSAL

     The proxy accompanying this proxy statement is solicited on behalf of the
Redback board of directors for use at the special meeting. If you are a Redback
stockholder, you are requested to complete, date and sign the accompanying proxy
and promptly return it in the enclosed envelope or otherwise mail it to Redback.
Alternatively, you may dial the telephone number indicated on the enclosed proxy
card to cast your vote by following the instructions given to you on the
telephone or you may vote via the Internet at
http://www.cybervote.georgeson.com. All properly signed proxies received by
Redback prior to the vote at the meeting that are not revoked will be voted at
the meeting according to the instructions indicated on the proxies or, if no
direction is indicated, to approve each proposal for which no direction is
indicated.

     Redback's board of directors does not know of any matter that is not
referred to in this proxy statement to be presented for action at the meeting.
If any other matters are properly brought before the meeting, the persons named
in the proxies will have authority to vote on such matters at their discretion.

HOW TO REVOKE YOUR PROXY

     You may revoke your proxy at any time before it is exercised at the meeting
by taking any of the following actions:

     - delivering to the secretary of Redback, by any means, including
       facsimile, a written notice bearing a date later than the date of the
       proxy, stating that the proxy is revoked;

     - signing and delivering a proxy relating to the same shares and bearing a
       date later than the date of the proxy prior to the vote at the meeting;
       or

     - attending the meeting and voting in person, although attendance at the
       meeting will not, by itself, revoke a proxy.

     Please note, however, that if your shares are held of record by a broker,
bank or other nominee and you wish to vote at the meeting, you must bring to the
meeting a letter from the broker, bank or other nominee confirming your
beneficial ownership of the shares as of the record date.

                                        4
<PAGE>   7

                                    PROPOSAL

                             AMENDMENT TO REDBACK'S
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

     The board of directors has determined that it is in the best interests of
Redback and its stockholders to amend Redback's Amended and Restated Certificate
of Incorporation to increase the number of shares of common stock that Redback
is authorized to issue from 200,000,000 to 750,000,000. Accordingly, the board
of directors has unanimously approved the amendment to the Amended and Restated
Certificate of Incorporation of Redback, in the form attached hereto as Exhibit
A, referred to as the Amended Certificate, and hereby solicits the approval of
Redback's stockholders of the Amended Certificate. If the stockholders approve
the Amended Certificate, the board of directors currently intends to file the
Amended Certificate with the Secretary of State of the State of Delaware as soon
as practicable following such stockholder approval. If the Amended Certificate
is not approved by the stockholders, the existing Amended and Restated
Certificate of Incorporation will continue in effect.

     The board of directors believes that it is in the best interests of Redback
and its stockholders to increase the number of authorized but unissued shares of
common stock to provide flexibility in the future for stock issuances, such as
acquiring or investing in complementary businesses, establishing strategic
relationships with corporate partners, providing equity incentives to employees,
officers or directors, or effecting stock splits or dividends. Redback has no
current plans to issue any of the additional authorized shares of common stock.

POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

     If the stockholders approve the proposed Amended Certificate, the board of
directors may cause the issuance of additional shares of common stock without
further vote of the stockholders of Redback, except as provided under Delaware
corporate law or under the rules of any securities exchange on which shares of
common stock of Redback are then listed. Current holders of common stock have no
preemptive or similar rights, which means that current stockholders do not have
a prior right to purchase any new issue of common stock of Redback in order to
maintain their relative ownership thereof. The issuance of additional shares of
common stock would decrease the proportionate equity interest of Redback's
current stockholders and, depending upon the price paid for such additional
shares, could result in dilution to Redback's current stockholders.

     The proposed Amended Certificate could, under certain circumstances, have
an anti-takeover effect, although this is not the intention of Redback. For
example, the substantial increase in the number of authorized shares of common
stock could help Redback's management frustrate efforts of stockholders seeking
to remove management and could have the effect of limiting stockholder
participation in transactions such as mergers or tender offers, regardless of
whether those transactions are favored by incumbent management. In addition, if
the Amended Certificate is approved, the board of directors will have the
ability to issue shares privately in transactions that could frustrate proposed
mergers, tender offers or other transactions, even if those transactions are at
substantial market premiums and are favored by a majority of the independent
stockholders. Such an issuance of shares of common stock would increase the
number of outstanding shares, thereby possibly diluting the interest of a party
attempting to obtain control of Redback. Although Redback has no current plans
to issue any of the additional authorized shares of common stock, if the Amended
Certificate is approved by the stockholders, more capital stock of Redback will
be available for such purposes than is currently available.

     Redback is subject to Section 203 of the Delaware General Corporation Law,
referred to as DGCL Section 203, which regulates corporate acquisitions. DGCL
Section 203 prevents certain

                                        5
<PAGE>   8

Delaware corporations, including those whose securities are listed for trading
on the Nasdaq National Market, from engaging, under certain circumstances, in a
"business combination" with any "interested stockholder" for three years
following the date that such stockholder became an interested stockholder. For
purposes of DGCL Section 203, a "business combination" includes, among other
things, a merger or consolidation involving the Company and the interested
stockholder and the sale of more than ten percent (10%) of the Company's assets.
In general, DGCL Section 203 defines an "interested stockholder" as any entity
or person beneficially owning 15% or more the outstanding voting stock of the
Company and any entity or person affiliated with or controlling or controlled by
such entity or person. A Delaware corporation may "opt out" of DGCL Section 203
with an express provision in its original Certificate of Incorporation or an
express provision in its Certificate of Incorporation or Bylaws resulting from
amendments approved by the holders of at least a majority of the corporation's
outstanding voting shares. The Company has not "opted out" of the provisions of
DGCL Section 203.

RECOMMENDATION OF THE BOARD OF DIRECTORS

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF
THE AMENDED CERTIFICATE.

                                        6
<PAGE>   9

                 INFORMATION REGARDING BENEFICIAL OWNERSHIP OF
                PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT

     The following table sets forth certain information, as of March 10, 2000,
with respect to the beneficial ownership of our common stock, as adjusted to
reflect the 2-for-1 split effected April 3, 2000, by:

     - each person who is known by us to beneficially own more than 5% of our
       common stock;

     - the chief executive officer and each of our executive officers;

     - each of our directors; and

     - all of our directors and executive officers as a group.

     Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed below, based on information furnished by such owners, have
sole voting and investment power with respect to such shares. The percentage of
beneficial ownership for the following table is based on 146,334,770 shares of
common stock, as adjusted to reflect the 2-for-1 split effected April 3, 2000,
issued and outstanding as of March 10, 2000. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities. Common
stock subject to options currently exercisable within 60 days of March 10, 2000
are deemed outstanding for purposes of computing the percentage ownership of the
person holding such option but are not deemed outstanding for purposes of
computing the percentage ownership of any other person. Except where indicated,
and subject to community property laws where applicable, the persons in the
table below have sole voting and investment power with respect to all common
stock shown as beneficially owned by them. Unless otherwise indicated, the
address of each of the individuals listed in the table is c/o Redback Networks
Inc., 1195 Borregas Avenue, Sunnyvale, CA 94089.

<TABLE>
<CAPTION>
                                                                                     PERCENTAGE OF
                                                            SHARES BENEFICIALLY   SHARES BENEFICIALLY
   NAME AND ADDRESS (IF APPLICABLE) OF BENEFICIAL OWNER            OWNED                 OWNED
   ----------------------------------------------------     -------------------   -------------------
<S>                                                         <C>                   <C>
EXECUTIVE OFFICERS AND DIRECTORS
Dennis J. Barsema.........................................       2,451,420                1.68%
Vivek Ragavan.............................................       2,856,324                1.95%
Craig M. Gentner..........................................               0                   *
William H. Kind...........................................       1,606,682                1.10%
Randall J. Kruep(1).......................................         908,600                   *
Pankaj S. Patel...........................................       1,309,148                   *
James R. Flach(2).........................................         779,884                   *
Promod Haque(3)...........................................       6,963,554                4.76%
Vinod Khosla(4)...........................................      16,499,816               11.28%
William H. Kurtz(5).......................................          99,964                   *
Pierre R. Lamond(6).......................................       5,730,602                3.92%
Daniel J. Warmenhoven.....................................         300,000                   *
OTHER 5% STOCKHOLDERS
Entities affiliated with Sequoia Capital(7)...............       4,926,268                3.37%
  3000 Sand Hill Road
  Building 4, Suite 280
  Menlo Park, CA 94025
Entities affiliated with Kleiner Perkins Caufield &
  Byers(8)................................................      16,499,816               11.28%
  2750 Sand Hill Road
  Menlo Park, CA 94025
Entities affiliated with Norwest Venture Partners(9)......       6,963,554                4.76%
  245 Lytton Avenue, Suite 250
  Palo Alto, CA 94301
All executive officers and directors as a group (12
  persons)(10)............................................      44,432,262                30.4%
</TABLE>

- - -------------------------
 *  Represents beneficial ownership of less than 1%.

                                        7
<PAGE>   10

(1)  Includes 716,600 shares and options immediately exercisable for 180,000
     shares owned individually by Mr. Kruep, 4,000 shares owned by the Julia
     Kruep Trust dated May 14th, 1999, 4,000 shares owned by the Andrew Kruep
     Trust dated May 14th, 1999 and 4,000 shares owned by the Christian Kruep
     Trust dated May 14th, 1999.

(2)  Includes 679,884 shares and options immediately exercisable for 100,000
     shares owned individually by Mr. Flach.

(3)  Includes 6,963,554 shares held by Norwest Venture Partners VII, LP. Mr.
     Haque disclaims beneficial ownership of the shares held by Norwest Venture
     Partners VII, LP, except to the extent of his pecuniary interest therein as
     a general partner of Itasca VC Partners VII, LLP, which is the general
     partner of Norwest Venture Partners VII, LP.

(4)  Includes 15,206,236 shares held by Kleiner Perkins Caulfield & Byers VIII,
     L.P., 881,086 shares held by KPCB VIII Founders Fund, L.P. and 412,494
     shares held by KPCB Information Sciences Zaibatsu Fund II, L.P. Mr. Khosla
     disclaims beneficial ownership of the shares held by Kleiner Perkins
     Caulfield & Byers VIII, L.P., KPCB VIII Founders Fund, L.P. and KPCB
     Information Sciences Zaibatsu Fund II, L.P., except to the extent of his
     pecuniary interest therein as a general partner of Kleiner Perkins
     Caulfield & Byers.

(5)  Includes options immediately exercisable for 99,800 shares.

(6)  Includes 122,884 shares and options immediately exercisable for 100,000
     shares owned individually by Mr. Lamond, 361,946 shares owned by the Pierre
     R. and Christine E. Lamond Trust dated November 22, 1985, 219,504 shares
     held in the David A. Lamond Trust dated November 16, 1992, 140,202 shares
     held by Sequoia 1995 LLC, 4,540 shares held by Sequoia 1997, 4,512,336
     shares held by Sequoia Capital VII, 261,134 shares held by Sequoia
     Technology Partners VII and 8,056 shares held by SQP 1997. Mr. Lamond
     disclaims beneficial ownership of the shares held by Sequoia 1995 LLC,
     Sequoia 1997, Sequoia Capital VII, Sequoia Technology Partners VII and SQP
     1997, except to the extent of his pecuniary interest therein as a partner
     of Sequoia Capital.

(7)  140,202 shares are held by Sequoia 1995 LLC, 4,540 shares are held by
     Sequoia 1997, 4,512,356 shares are held by Sequoia Capital VII, 261,134
     shares are held by Sequoia Technology Partners VII and 8,056 shares are
     held by SQP 1997. Mr. Lamond disclaims beneficial ownership of the shares
     held by Sequoia 1995 LLC, Sequoia 1997, Sequoia Capital VII, Sequoia
     Technology Partners VII and SQP 1997, except to the extent of his pecuniary
     interest therein as a partner of Sequoia Capital.

(8)  15,206,236 shares are held by Kleiner Perkins Caulfield & Byers VIII, L.P.,
     881,086 shares are held by KPCB VIII Founders Fund, L.P. and 412,494 shares
     are held by KPCB Information Sciences Zaibatsu Fund II, L.P. Mr. Khosla
     disclaims beneficial ownership of the shares held by Kleiner Perkins
     Caulfield & Byers VIII, L.P., KPCB VIII Founders Fund, L.P. and KPCB
     Information Sciences Zaibatsu Fund II, L.P., except to the extent of his
     pecuniary interest therein as a general partner of Kleiner Perkins
     Caulfield & Byers.

(9)  6,963,554 shares are held by Norwest Venture Partners VII, LP. Mr. Haque
     disclaims beneficial ownership of shares held by Norwest Venture Partners
     VII, LP, except to the extent of his pecuniary interest therein as a
     general partner of Itasca VC Partners VII, LLP, which is the general
     partner of Norwest Venture Partners VII, LP.

(10) Includes options immediately exercisable for 479,800 shares.

                                        8
<PAGE>   11

                 STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

     Stockholder proposals intended to be presented at the 2001 annual meeting
must be received by Redback at its offices at 1195 Borregas Avenue, Sunnyvale,
California 94089, Attn: Olivia Martinez, not later than October 17, 2000 and
satisfy the conditions established by the Securities and Exchange Commission for
stockholder proposals to be included in Redback's proxy statement for that
meeting. Pursuant to new amendments to Rule 14a-4(c) of the Securities Exchange
Act of 1934, as amended, a stockholder proposal intended to be presented at the
2001 annual meeting must be received by Redback at its offices at 1195 Borregas
Avenue, Sunnyvale, California 94089, Attn: Olivia Martinez, not later than
January 1, 2001 in order for proxy holders to be allowed to use their
discretionary voting authority to vote on such proposal when the proposal is
raised at the 2001 annual meeting, even though there is no discussion of such
proposal in Redback's proxy statement for that meeting.

                                 OTHER MATTERS

     The board of directors knows of no other matters to be presented for
stockholder action at the special meeting. However, if other matters do properly
come before the special meeting or any adjournments or postponements thereof,
the board of directors intends that the persons named in the proxies will vote
upon such matters at their discretion.

                                          BY ORDER OF THE BOARD OF DIRECTORS,

                                          Dennis L. Barsema
                                          Director and Chief Executive Officer

Sunnyvale, California
May   , 2000

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE DO ONE OF THE
FOLLOWING:

- - - COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE
  ENCLOSED POSTAGE-PAID ENVELOPE;

- - - DIAL THE TELEPHONE NUMBER INDICATED ON THE ENCLOSED PROXY CARD AND CAST YOUR
  VOTE IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN TO YOU ON THE TELEPHONE; OR

- - - CAST YOUR VOTE VIA THE INTERNET AT HTTP://WWW.CYBERVOTE.GEORGESON.COM.

YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE SPECIAL MEETING. IF YOU
DECIDE TO ATTEND THE SPECIAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY
DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.

THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE SPECIAL MEETING.

                                        9
<PAGE>   12

                                   EXHIBIT A

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                           OF REDBACK NETWORKS INC.,
                             A DELAWARE CORPORATION

     The undersigned, Dennis L. Barsema, hereby certifies that:

     ONE: He is the duly elected and acting Chief Executive Officer of said
corporation.

     TWO: The name of the corporation is Redback Networks Inc. and that the
corporation was originally incorporated on August 30, 1996 pursuant to the
General Corporation Law of the State of Delaware.

     THREE: Pursuant to Section 242 and Section 245 of the General Corporation
Law of the State of Delaware, Redback Networks Inc. has adopted this Amended and
Restated Certificate of Incorporation, restating, integrating and further
amending its Amended and Restated Certificate of Incorporation dated on or about
September 11, 1998, as amended on March 24, 1999 and March 8, 2000, which
Amended and Restated Certificate of Incorporation has been duly proposed by the
directors and adopted by the stockholders of this corporation (by written
consent pursuant to Section 228 of said General Corporate Law) in accordance
with the provisions of said Section 242 and Section 245.

     FOUR: The Amended and Restated Certificate of Incorporation of said
corporation shall be amended and restated to read in full as follows:

                                   ARTICLE I

     The name of this corporation is Redback Networks Inc.

                                   ARTICLE II

     The address of the registered office of this corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, 19801, County of New Castle. The name of its registered agent at
such address is The Corporation Trust Company.

                                  ARTICLE III

     The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

                                   ARTICLE IV

     This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that this corporation is authorized to issue is seven hundred and
sixty million (760,000,000) shares. Seven hundred and fifty million
(750,000,000) shares shall be Common Stock, par value $.0001 per share, and ten
million (10,000,000) shares shall be Preferred Stock, par value $.0001 per
share.

     The Preferred Stock may be issued from time to time in one or more series,
without further stockholder approval. The Board of Directors is hereby
authorized, in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of any wholly unissued series of Preferred Stock,
within the limitations and restrictions stated in this Amended and Restated

                                       A-1
<PAGE>   13

Certificate of Incorporation (the "Restated Certificate"), to fix or alter the
dividend rights, dividend rate, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price or
prices, and the liquidation preferences of any wholly unissued series of
Preferred Stock, and the number of shares constituting any such series and the
designation thereof, or any of them, and to increase or decrease the number of
shares of any series subsequent to the issue of shares of that series, but not
below the number of shares of such series then outstanding. In case the number
of shares of any series shall be so decreased, the shares constituting such
decrease shall resume the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such series.

                                   ARTICLE V

     Except as otherwise provided in this Restated Certificate, in furtherance
and not in limitation of the powers conferred by statute, the Board of Directors
is expressly authorized to make, repeal, alter, amend and rescind any or all of
the Bylaws of this corporation.

                                   ARTICLE VI

     The number of directors of this corporation shall be fixed from time to
time by a bylaw or amendment thereof duly adopted by the Board of Directors or
by the stockholders.

                                  ARTICLE VII

     Elections of directors need not be by written ballot unless the Bylaws of
this corporation shall so provide.

                                  ARTICLE VIII

     Except as otherwise provided in this Restated Certificate, any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at an annual or special meeting of the stockholders of the Corporation,
and no action required to be taken or that may be taken at any annual or special
meeting of the stockholders of the Corporation may be taken by written consent.

                                   ARTICLE IX

     A director of this corporation shall, to the full extent permitted by the
Delaware General Corporation Law as it now exists or as it may hereafter be
amended, not be liable to this corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Neither any amendment nor
repeal of this Article IX, nor the adoption of any provision of thisRestated
Certificate of Incorporation inconsistent with this Article IX, shall eliminate
or reduce the effect of this Article IX in respect of any matter occurring, or
any cause of action, suit or claim that, but for this Article IX, would accrue
or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.

                                   ARTICLE X

     This corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

                                       A-2
<PAGE>   14

                                   ARTICLE XI

     To the fullest extent permitted by applicable law, the Corporation is
authorized to provide indemnification of (and advancement of expenses to) agents
of the Corporation (and any other persons to which General Corporation Law
permits the Corporation to provide indemnification) through bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the General Corporation Law,
subject only to limits created by applicable General Corporation Law (statutory
or non-statutory), with respect to actions for breach of duty to the
Corporation, its stockholders, and others.

     Any amendment, repeal or modification of the foregoing provisions of this
Article XI shall not adversely affect any right or protection of a director,
officer, agent, or other person existing at the time of, or increase the
liability of any director of the Corporation with respect to, any acts or
omissions of such director, officer or agent occurring prior to such amendment,
repeal or modification.

                                    *  *  *

     FIVE: That thereafter said amendment and restatement was duly adopted in
accordance with the provisions of Section 242 and Section 245 of the General
Corporation Law by obtaining the vote of the holders of the majority of the
outstanding stock of the corporation in favor of said amendment and restatement
in the manner set forth in Section 228 of the General Corporation Law.

     IN WITNESS WHEREOF, the undersigned has executed this certificate on
             , 2000.

                                          --------------------------------------
                                          Dennis L. Barsema, Chief Executive
                                          Officer

                                       A-3
<PAGE>   15
PROXY                        REDBACK NETWORKS INC.                         PROXY
                1195 BORREGAS AVENUE, SUNNYVALE, CALIFORNIA 94089

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                            OF REDBACK NETWORKS INC.
        FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 8, 2000

     The undersigned stockholder of Redback Networks Inc. ("Redback"), hereby
constitutes and appoints Dennis L. Barsema and Craig M. Gentner, and each of
them, attorneys and proxies of the undersigned, each with full power of
substitution, to attend and act for the undersigned at the special meeting of
stockholders of Redback to be held on Thursday, June 8, 2000 at 10:00 a.m.,
local time, at Redback's headquarters located at 1195 Borregas Avenue,
Sunnyvale, California 94089, and at any adjournments or postponements thereof,
and in connection therewith to vote and represent all of the shares of common
stock of Redback held of record by the undersigned on April 28, 2000, as
directed on the reverse side of this proxy.

     Said attorneys and proxies, and each of them, shall have all the powers
which the undersigned would have if acting in person. The undersigned hereby
revokes any other proxy to vote at such meeting and hereby ratifies and confirms
all that said attorneys and proxies, and each of them, may lawfully do by virtue
hereof.

     Each of the proxies named in this proxy present at the special meeting of
stockholders, either in person or by substitute, shall have and exercise all the
powers of said proxies hereunder. This proxy will be voted in accordance with
the choice specified by the undersigned on this proxy. In their discretion, each
of the above-named proxies is authorized to vote upon such other business
incident to the conduct of the special meeting as may properly come before the
special meeting or any postponements or adjournments thereof. IF NO INSTRUCTIONS
TO THE CONTRARY ARE INDICATED HEREON, THIS PROXY WILL BE TREATED AS A GRANT OF
AUTHORITY TO VOTE FOR THE PROPOSAL AND ON ANY OTHER MATTERS TO BE VOTED UPON.

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE

                             YOUR VOTE IS IMPORTANT!
                       YOU CAN VOTE IN ONE OF THREE WAYS:

                        OPTION 1: VOTE OVER THE INTERNET

1.  Read the accompanying Proxy Statement.

2.  Have your 12-digit control number located on your voting ballot available.

3.  Point your browser to http://www.cybervote.georgeson.com.

4.  Follow the instructions.  You will be given two choices:

    -   You can simply cast your vote; or

    -   You can cast your vote and register to receive all future shareholder
        communications electronically, instead of in print. This means that the
        annual report, proxy, and any other correspondence will be delivered to
        you electronically via e-mail.

                           OPTION 2: VOTE BY TELEPHONE

1.  Read the accompanying Proxy Statement.

2.  Have your 12-digit control number located on your voting ballot available.

3.  Using a touch-tone phone, call, toll-free:  __-(    ) ____-_______.

4.  Follow the recorded instructions.

                                       or

                         OPTION 3: VOTE BY PAPER BALLOT

1.  Read the accompanying Proxy Statement.

2.  Mark your vote on the enclosed ballot and return it in the envelope
    provided.

Voting by Internet or telephone is fast, convenient and your vote is immediately
confirmed and tabulated. Using the Internet or the telephone, you can vote
anytime, 24 hours a day. More importantly, by choosing either option, you help
Redback reduce postage and proxy tabulation costs. Please do not return the
enclosed paper ballot if you are voting using the Internet or telephone.


               COMPANY NUMBER                      CONTROL NUMBER


               TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE
- - --------------------------------------------------------------------------------
    The Board of Directors Unanimously Recommends a vote "FOR" the Proposal.

<TABLE>
<S>   <C>                                           <C>     <C>         <C>
  1.  To amend Redback's Amended and Restated       FOR     AGAINST     ABSTAIN
      Certificate of Incorporation to increase      [ ]       [ ]         [ ]
      the number of shares of common stock that
      Redback is authorized to issue from
      200,000,000 to 750,000,000.
</TABLE>

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the special meeting of stockholders.

The undersigned acknowledges receipt of the accompanying notice of special
meeting of stockholders and proxy statement.

Signature:                      Signature (if held jointly):
           ------------------                                -------------------

Date:                      , 2000
     ----------------------

IMPORTANT: In signing this proxy please sign exactly as your name(s) is (are)
shown on the share certificate(s) to which the proxy applies. When signing as an
attorney, executor, administrator, trustee or guardian, please give your full
title as such. If a corporation, please sign in full corporate name by the
President or other authorized officer. If a partnership, please sign in
partnership name by an authorized person. Each joint tenant must sign.


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