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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1
_________________________________
RAMP NETWORKS, INC.
(NAME OF SUBJECT COMPANY)
_________________________________
RAMP NETWORKS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
751567-10-8
(CUSIP NUMBER OF CLASS OF SECURITIES)
_________________________________
MAHESH VEERINA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RAMP NETWORKS, INC.
3100 DE LA CRUZ BOULEVARD
SANTA CLARA, CA 95054
(408) 988-5353
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF
OF THE PERSON(S) FILING STATEMENT)
_________________________________
WITH A COPY TO:
STEVEN J. TONSFELDT, ESQ.
DAVID C. LEE, ESQ.
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(650) 854-4488
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This Amendment No. 1 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement") of
Ramp Networks, Inc. (the "Company") filed with the Securities and Exchange
Commission on December 15, 2000.
Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Statement.
ITEM 8. ADDITIONAL INFORMATION
Item 8 is hereby amended by adding the following paragraph:
"On December 19, 2000, Purchaser was informed by the Federal Trade
Commission that early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 relating to the purchase of the Shares
pursuant to the Offer had been granted. Accordingly, the condition to the Offer
requiring the expiration or early termination of such waiting period has been
satisfied. The information set forth in the Offer to Purchase in Section 15
under the heading `Certain Legal Matters and Regulatory Approvals' is
incorporated herein by reference."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
By: /s/ Mahesh Veerina
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Mahesh Veerina
President and Chief Executive Officer
Dated: December 22, 2000
