<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RAMP NETWORKS, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
751567-10-8
(CUSIP Number)
Ursula Ranin
Nokia Corporation
Keilalahdentie 4
P.O. Box 226
FIN-00045 Nokia Group
Finland
011-358-9-180-71
(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
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Copy to:
Michael J. Coleman, Esq.
Shearman & Sterling
1550 El Camino Real, Suite 100
Menlo Park, California 94025
Telephone: (650) 330-2200
(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
December 6, 2000
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S) 240.13d-1(e), (S) 240.13d-1(f) or (S) 240.13d-1(g),
check the following box:
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S) 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
<TABLE>
<C> <S> <C>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person:
Blackbird Acquisition, Inc.
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
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6 Citizenship or Place of Organization:
Delaware
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NUMBER OF SHARES 7 Sole Voting Power
BENEFICIALLY OWNED BY 0
EACH
REPORTING PERSON
WITH
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8 Shared Voting Power
7,858,187 shares of Common Stock
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9 Sole Dispositive Power
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10 Shared Dispositive Power
7,858,187 shares of Common Stock
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,858,187 shares of Common Stock
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
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13 Percent of Class Represented by Amount in Row (11) 36%
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14 Type of Reporting Person* CO
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</TABLE>
___________________
* See Instructions.
<PAGE>
<TABLE>
<C> <S> <C>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Nokia Corporation
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
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6 Citizenship or Place of Organization:
Republic of Finland
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NUMBER OF SHARES 7 Sole Voting Power
BENEFICIALLY OWNED BY 0
EACH
REPORTING PERSON
WITH
--------------------------------------------------------------------------------
8 Shared Voting Power
7,858,187 shares of Common Stock
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
7,858,187 shares of Common Stock
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,858,187 shares of Common Stock
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 36%
--------------------------------------------------------------------------------
14 Type of Reporting Person* CO
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</TABLE>
___________________
* See Instructions.
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement relates is
the common stock, par value $0.001 per share (the "Common Stock") of Ramp
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Networks, Inc., a Delaware corporation (the "Issuer"). The principal executive
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offices of the Issuer are located at 3100 De La Cruz Blvd., Santa Clara, CA
95054.
Item 2. Identity and Background
The persons listed in numbers 1 through 2 below are the persons
filing this joint statement.
1. a. Nokia Corporation is a corporation incorporated under the laws of
the Republic of Finland ("Parent").
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b. The address of the principal office of Parent is Keilalahdentie 4,
P.O. Box 226, FIN-00045 Nokia Group, Finland.
c. Parent is the world's leader in mobile communications. Backed by
its experience, innovation, user-friendliness and secure solutions,
Parent has become the leading supplier of mobile phones and a
leading supplier of mobile, fixed and Internet Protocol ("IP")
networks. By adding mobility to the Internet, Parent creates new
opportunities for companies and further enriches the daily lives of
people. Nokia's shares, nominal value 0.06 euros, are listed on the
Helsinki Exchanges under the symbol "NOK1V" and American Depositary
Shares ("ADSs") of Parent are traded on the New York Stock Exchange
under the symbol "NOK". Each ADS represents one share. Parent's
shares are also traded on the Stockholm, London, Frankfurt and
Paris stock exchanges.
d. During the last five years, Parent has not been convicted in any
criminal proceeding.
e. During the last five years, Parent has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
3. a. Blackbird Acquisition, Inc. is a corporation incorporated under the
laws of the State of Delaware ("Purchaser").
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b. The address of the principal office of Purchaser is 6000 Connection
Drive, Irving, Texas 75039.
c. Purchaser is a wholly owned subsidiary of Parent.
d. During the last five years, Purchaser has not been convicted in any
criminal proceeding.
<PAGE>
e. During the last five years, Purchaser has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Parent and Purchaser are referred to collectively in this Schedule
13D as the "Reporting Persons". The name, citizenship, business address and
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present principal occupation or employment, as well as the name and address of
any corporation or other organization in which such occupation or employment is
conducted, of each of the directors and executive officers of the Reporting
Persons are set forth on Exhibit A attached hereto, which Exhibit is
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incorporated herein by reference. During the last five years, to the knowledge
of the Reporting Persons, no person named on Exhibit A with respect to that
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particular corporation has been (i) convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding is or was subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
This Statement relates to the Stockholder's Agreements, dated as of
December 6, 2000 (the "Stockholder's Agreements"), entered into by each of
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Parent, Purchaser and certain stockholders of the Issuer, namely Mahesh Veerina,
Venrock Associates, Venrock Associates II, L.P., Interwest Partners V, Interwest
Partners V, L.P., Anthony Sun, Philip Gianos, L. William Krause, Perry Grace,
Richard Bridges, Raghu Bathina, Sridhar Bathina and Kothandapani Ranganathan
(collectively, the "Principal Stockholders"), pursuant to which, among other
----------------------
things, each Principal Stockholder has agreed to (i) tender its shares of Common
Stock in the Offer (as defined below), (ii) vote its shares of Common Stock in
favor of the Merger (as defined below) and (iii) grant to Purchaser an option to
purchase its shares of Common Stock at $5.80 per share upon the terms and
subject to the conditions set forth in its Stockholder's Agreement (the
"Option"). A copy of the form of Stockholder's Agreement executed by each of the
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foregoing is filed herewith as Exhibit B to this Schedule 13D and are
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incorporated herein by reference.
The funds for the purchases of Common Stock in the Tender Offer and
pursuant to the Option will be supplied from available funds of the Reporting
Persons.
Item 4. Purpose of Transaction
Parent, Purchaser and the Issuer entered into an Agreement and Plan
of Merger, dated as of December 6, 2000 (the "Merger Agreement"), which provides
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that Purchaser will offer to purchase all the outstanding shares of Common Stock
of the Issuer for $5.80 per share, net to the seller in cash (subject to
applicable withholding taxes), without interest, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated December 15, 2000, and
in the related Letter of Transmittal (which, together with the Offer to Purchase
and any amendments or supplements thereto, collectively constitute the "Offer").
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A copy of the Merger Agreement is filed herewith as Exhibit C to this Schedule
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13D and is incorporated herein by reference. The Merger Agreement provides,
among other things, that as promptly as practicable
<PAGE>
after the purchase of Shares pursuant to the Offer (the "Closing Date") and the
satisfaction of the other conditions set forth in the Merger Agreement and in
accordance with the relevant provisions of the General Corporation Law of the
State of Delaware, Purchaser will be merged with and into the Issuer (the
"Merger"). Promptly after the Closing Date, Purchaser shall be entitled to
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representation on the Issuer's board of directors equal to the product of the
total number of directors on the Issuer's board of directors multiplied by the
percentage that the aggregate number of shares of Common Stock beneficially
owned by Purchaser after the Closing Date bears to the total number of shares of
Common Stock then outstanding.
As a result of the Merger, the Issuer will continue as the
surviving corporation and will become a direct wholly owned subsidiary of
Parent. Parent required that the Principal Stockholders execute the
Stockholder's Agreements as an inducement to Parent and Purchaser to enter into
the Merger Agreement. The Stockholder's Agreements are intended to provide
greater certainty that Parent's acquisition of the Issuer will be consummated.
If the Merger is consummated in accordance with the terms of the
Merger Agreement, (i) the directors and officers of Purchaser immediately prior
to the effective time of the Merger will become the initial directors and
officers of the surviving corporation, respectively, (ii) the Certificate of
Incorporation of the Issuer shall be amended and restated to read as the
Certificate of Incorporation of Purchaser as in effect immediately prior to the
effective time of the Merger, except that Article I, of such Certificate of
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Incorporation relating to the name of the Issuer shall be amended to read as
follows "Nokia RNI Acquisition, Inc." and (iii) the By-laws of Purchaser shall
be the By-laws of the surviving corporation. Additionally, the Common Stock
will be deregistered under the Securities Act of 1934 and delisted from The
Nasdaq National Market System.
Except as set forth above, neither the Reporting Persons, nor any
person controlling such companies, nor any of the persons named on Exhibit A,
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has any plan or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
a. As a result of the Stockholder's Agreements, the Reporting Persons
may be deemed to each be the beneficial owner of 7,858,187 shares of Common
Stock for purposes of Rule 13d-1(a) promulgated under the Securities Exchange
Act of 1934, as amended, which represents approximately 36% of the shares of
Common Stock outstanding (based on the number of shares of Common Stock
outstanding on December 1, 2000).
b. The Reporting Persons have the sole power to vote or to direct the
vote or dispose or direct the disposition of 7,858,187 shares of Common Stock.
To the knowledge of the Reporting Persons, there are no shares of Common Stock
which are beneficially owned by any other person referred to in Exhibit A
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hereto.
c. Except as set forth herein, to the knowledge of the Reporting
Persons, neither the Reporting Persons nor any other person referred to in
Exhibit A hereto beneficially owns or has acquired or disposed of any shares of
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Common Stock during the past 60 days.
<PAGE>
d. The Principal Stockholders retain the right to receive, or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Pursuant to the Merger Agreement, Purchaser will offer to purchase
all the outstanding shares of Common Stock of the Issuer for $5.80 per share,
net to the seller in cash (subject to applicable withholding taxes), without
interest, upon the terms and subject to the conditions set forth in the Offer.
Pursuant to the Stockholder's Agreement, among other things, each
Principal Stockholder has agreed to (i) tender its shares of Common Stock in the
Offer (as defined below) (ii) vote its shares of Common Stock in favor of the
Merger (as defined below) and (iii) grant to the Purchaser an option to purchase
its Shares of Common Stock at $5.80 per share upon the terms and subject to the
conditions set forth in its Stockholder's Agreement.
The descriptions herein of the Stockholder's Agreement and the
Merger Agreement are qualified in their entirely by reference to such
agreements, copies of which are filed hereto as Exhibits B and C respectively,
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and which are specifically incorporated herein by reference in their entirety.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any Securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantors of profit, division of profit or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A - Directors and Officers of the Reporting Persons.
Exhibit B - Stockholder's Agreement, dated as of December 6, 2000 among
Parent, Purchaser and each of the particular stockholders of the
Issuer named therein.
Exhibit C - Merger Agreement, dated as of December 6, 2000, among Parent,
Purchaser, and the Issuer.
Exhibit D - Joint Filing Agreement between the Reporting Persons pursuant to
Rule 13d-1(k)(l)(iii).
<PAGE>
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.
Dated: December 15, 2000
NOKIA CORPORATION
By: /s/ Mika Vehvilainen
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Name: Mika Vehvilainen
Title: Attorney-in-Fact
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.
Dated: December 15, 2000
BLACKBIRD ACQUISITION, INC.
By: /s/ Mika Vehvilainen
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Name: Mika Vehvilainen
Title: President
EXHIBIT INDEX
Exhibit No. Description
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A Directors and Officers of the Reporting
Persons
B Stockholder's Agreement, dated as of
December 6, 2000 and Parent, Purchaser and
each of the particular stockholders of the
Issuer named therein
C Merger Agreement, dated as of
December 6, 2000, among Parent, Purchaser and
the Issuer
D Joint Filing Agreement between Reporting
Persons pursuant to Rule 13d-1(k)(1)(iii)
