SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
RedBack Networks Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
757209101
(CUSIP Number)
Ursula Ranin
Nokia Corporation
Keilalahdentie 4
P.O. Box 226
FIN-00045 Nokia Group
Finland
Telephone: 011-358-9-180-71
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
Copy to :
Michael J. Coleman, Esq.
Shearman & Sterling
1080 Marsh Road
Menlo Park, California 94025
Telephone: (650) 838-3600
August 15, 2003
(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 ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box: [ ]
CUSIP No. 757209101 13D Page 2 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Nokia Finance International B.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
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:
The Netherlands
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,723,297 shares of common stock
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,723,297 shares of common stock
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,723,297 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) 7.5%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
--------------------------------------------------------------------------------
--------
* Based upon 182,858,615 shares of common stock of the Company outstanding as
of June 30, 2003, as reported in the Company's Form S-4 Registration
Statement filed with the SEC on August 6, 2003.
CUSIP No. 757209101 13D Page 3 of 12 pages
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1 Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nokia Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Republic of Finland
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,723,297 shares of common stock
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,723,297 shares of common stock
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,723,297 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) 7.5%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
--------------------------------------------------------------------------------
--------
* Based upon 182,858,615 shares of common stock of the Company outstanding as
of June 30, 2003, as reported in the Company's Form S-4 Registration
Statement filed with the SEC on August 6, 2003.
CUSIP No. 757209101 13D Page 4 of 12 pages
This Amendment No. 1 ("Amendment No. 1") amends the Statement
on Schedule 13D (as amended, the "Schedule 13D") filed with the Securities and
Exchange Commission on May 31, 2002, by Nokia Finance International B.V., a
private company with limited liability incorporated under the laws of The
Netherlands, and Nokia Corporation, a corporation incorporated under the laws of
the Republic of Finland, with respect to shares of common stock, par value
$0.0001 per share, of Redback Networks Inc., a Delaware corporation (the
"Company").
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Schedule 13D. Except as indicated herein, the
information set forth in the Schedule 13D remains unchanged.
Item 2. Identity and Background.
Schedule 1 of the Schedule 13D is amended and restated in its
entirety to read as the Schedule 1 attached to this Amendment No. 1 and is
incorporated herein by reference.
Item 4. Purpose of Transaction
The second to last paragraph of Item 4 of the Schedule 13D is
amended by adding the following at the end thereof:
On August 5, 2003, the Company and NFI executed Amendment
Number One to Common Stock Purchase Warrant (the "Warrant Amendment"),
pursuant to which the Warrant terminated effective as of August 1,
2003. The description of the Warrant Amendment is qualified entirely by
reference to the Warrant Amendment, a copy of which is incorporated
herein by reference at Exhibit E.
The last paragraph of Item 4 of the Schedule 13D is amended
and restated in its entirety to read as follows:
Mr. Lehtoranta did not stand for re-election to the Company
Board at the Annual Meeting of Stockholders of the Company held on May
7, 2003. Since May 7, 2003, none of NFI or its affiliates has had a
representative on the Company Board.
Except as set forth herein or in connection with voting the
shares of Common Stock that they may own in respect of the
transactions proposed by the Company described in the Form S-4
Registration Statement filed by the Company with the SEC on August 6,
2003 (as such may be amended), at the present time the Reporting
Persons have no plans or proposals which relate to or would result in
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company, (b) an
extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Company or any of its subsidiaries, (c)
a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries, (d) any change in the present board of
directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the board, (e) any material change in the
present capitalization or dividend policy of the Company, (f) any
other
CUSIP No. 757209101 13D Page 5 of 12 pages
material change in the Company's business or corporate structure, (g)
changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Company by any person, (h) a class of securities of the issuer to
be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity
securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act or (j)
any action similar to any of those enumerated above.
Each Reporting Person expects to evaluate its investment in
the Company on an ongoing basis based on the Company's financial
condition, business operations and prospects, market price of the
Common Stock, conditions in securities markets generally, general
economic and industry conditions and other factors. Accordingly, each
Reporting Person reserves the right to change its plans and intentions
at any time, as it deems appropriate. In particular, each Reporting
Person may, at any time and from time to time, and NFI currently
expects that it may, dispose of more shares of Common Stock and/or
enter into privately negotiated derivative transactions with
institutional counterparties to hedge the market risk of some or all
of its positions in the Common Stock, or each Reporting Person may, at
any time and from time to time, acquire additional Common Stock or
securities convertible or exchangeable for Common Stock. Any such
transactions may be effected at any time and from time to time,
subject to any applicable limitations of the Securities Act of 1933,
as amended (the "Securities Act"). To the knowledge of each Reporting
Person, each of the persons listed on Schedule 1 hereto may make the
same evaluation and reserves the same rights.
Item 5. Interest in Securities of the Issuer
Based on the Company's Form S-4 Registration Statement filed
with the SEC on August 6, 2003, 182,858,615 shares of common stock of the
Company were outstanding as of June 30, 2003.
On August 15, 2003, NFI sold an aggregate of 4,000,000 shares
of Common Stock in market transactions pursuant to Rule 144 of the Securities
Act. The following table sets forth for each such transaction (i) the date of
such transaction, (ii) the number of shares of Common Stock sold and (iii) the
sale price per share of Common Stock:
Number of Shares of Sale Price Per Share of
Date of Transaction: Common Stock Sold: Common Stock Sold:
-------------------- ------------------ ------------------
August 15, 2003 750,000 $0.30
1,850,000 $0.31
1,100,000 $0.32
300,000 $0.33
CUSIP No. 757209101 13D Page 6 of 12 pages
As of the date of the filing of this Amendment No. 1, after
giving effect to the transactions described above, the Reporting Persons
beneficially own 13,723,297 shares of Common Stock, representing approximately
7.5% of the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
As described in the original statement on Schedule 13D, filed
on May 31, 2002, as heretofore amended and supplemented, the Warrant was issued
by the Company to NFI on May 21, 2002. The Warrant terminated, effective as of
August 1, 2003, pursuant to the terms of the Warrant Amendment.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
A Agreement of Joint Filing, dated as of May 31, 2002, by and
between Nokia Finance International B.V. and Nokia
Corporation *
B Common Stock and Warrant Purchase Agreement between Redback
Networks Inc. and Nokia Finance International B.V., dated
as of May 21, 2002 **
C Investor's Rights Agreement between Redback Networks Inc.
and Nokia Finance International B.V., dated as of May 21,
2002 ** +
D Common Stock Purchase Warrant of Redback Networks Inc.,
dated as of May 21, 2002 ** +
E Amendment Number One to Common Stock Purchase Warrant
between Redback Networks Inc. and Nokia Finance
International B.V., effective as of August 1, 2003***
--------------------
* Previously filed as an exhibit to the Statement on Schedule 13D filed with
the Securities and Exchange Commission on May 31, 2002, by Nokia Finance
International B.V. and Nokia Corporation and incorporated herein by
reference.
** Previously filed as an exhibit to Redback Networks Inc.'s current report on
Form 8-K filed May 31, 2002 and incorporated herein by reference.
+ Confidential treatment was requested by Redback Networks Inc. for portions
of this agreement pursuant to Rule 24(b)(2) of the Exchange Act.
*** Previously filed as an exhibit to Redback Networks Inc. Quarterly Report on
Form 10-Q filed August 14, 2003 and incorporated herein by reference.
CUSIP No. 757209101 13D Page 7 of 12 pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: August 15, 2003
NOKIA FINANCE INTERNATIONAL B.V.
By: /s/ Timo Ihamuotila
--------------------------------------
Name: Timo Ihamuotila
Title: Power Attorney
NOKIA CORPORATION
By: /s/ Timo Ihamuotila
--------------------------------------
Name: Timo Ihamuotila
Title: Vice President, Corporate
Treasurer
CUSIP No. 757209101 13D Page 8 of 12 pages
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF NOKIA CORPORATION
The following table sets forth the name and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such occupation or employment is
conducted of each director and executive officer of Nokia Corporation. Unless
otherwise indicated, the business address of each such person is c/o Nokia
Corporation Keilalahdentie 4, P.O. Box 226, FIN-00045 Nokia Group, Finland and
each person is a citizen of Finland.
Name Present Principal Occupation or Employment
---- ------------------------------------------
Board of Directors
------------------
Jorma Ollila....................... Chairman and CEO, and Chairman of the
Group Executive Board of Nokia
Corporation.
Vice Chairman of Otava Books and Magazines
Group Ltd. Member of the Board of
Directors of Ford Motor Company and
UPM-Kymmene Corporation. Member of The
European Round Table of Industrialists.
Paul J. Collins.................... Vice Chairman of the Board of Directors of
Citizenship: United States Nokia Corporation.
Member of the Board of Directors of BG
Group, Genuity Corporation and
Kimberly-Clark Corporation.
Georg Ehrnrooth.................... Chairman of the Board of Directors of Assa
Abloy AB (publ) and Varma-Sampo Mutual
Pension Insurance Company. Vice Chairman
of the Board of Directors of Rautaruukki
Corporation. Member of the Board of
Directors of Oy Karl Fazer Ab, Sandvik AB
(publ) and Sampo plc. Chairman of The
Center for Finnish Business and Policy
Studies (EVA).
Dr. Bengt Holmstrom................ Paul A. Samuelson Professor of Economics
at MIT, joint appointment at the MIT Sloan
School of Management.
Member of the Board of Directors of
Kuusakoski Oy. Member of the American
Academy of Arts and Sciences and Foreign
Member of The Royal Swedish Academy of
Sciences.
CUSIP No. 757209101 13D Page 9 of 12 pages
Per Karlsson....................... Independent Corporate Advisor.
Citizenship: Sweden
Member of the Board of
Directors of IKANO Holdings S.A.
Robert F.W. van Oordt.............. Chairman of Rodamco Europe N.V.
Citizenship: The Netherlands
Member of the Board of Directors of Fortis
Bank N.V., Schering-Plough Corporation and
N.V. Umicore S.A. and member of the
Supervisory Board of Draka Holding N.V.
Dame Marjorie Scardino............. Chief Executive and member of the Board of
Citizenship: United States Directors of Pearson plc.
Vesa Vainio........................ Chairman of the Board of Directors of
UPM-Kymmene Corporation. Chairman of the
Board of The Central Chamber of Commerce
of Finland.
Arne Wessberg...................... Chairman of the Board of Directors and
President of Yleisradio Oy (Finnish
Broadcasting Company).
Chairman of the Board of Directors of
Digita Oy. President of the European
Broadcasting Union (EBU) and member of the
Board of Directors of the International
Council of NATAS.
Group Executive Board
---------------------
Jorma Ollila....................... Chairman and CEO, and Chairman of the
Group Executive Board of Nokia
Corporation.
Vice Chairman of Otava Books and Magazines
Group Ltd. Member of the Board of
Directors of Ford Motor Company and
UPM-Kymmene Corporation. Member of The
European Round Table of Industrialists.
Pekka Ala-Pietila.................. President of Nokia Corporation.
Member of the Supervisory Board of SAP AG,
Member of the Science and Technology
Policy Council of Finland, member of the
Board of the Finnish-American Chamber of
Commerce, Member of the Board of the
Economic Information Bureau.
CUSIP No. 757209101 13D Page 10 of 12 pages
Dr. Matti Alahuhta................. President of Nokia Mobile Phones.
Member of the Board of Directors of Kone
Oyj. Chairman of the Board of the
Federation of Finnish Metal, Engineering
and Electrotechnical Industries, Vice
Chairman of the Board of the
Confederation of Finnish Industry and
Employers, member of the Executive
Committee of The International Institute
for Management Development (IMD).
Sari Baldauf....................... President of Nokia Networks.
Member of the Board of SanomaWSOY Oyj.
Member of the Board of International Youth
Foundation and Member of The National
Committee for the Information Society
Issues and member of the Board of
Foundation for Economic Education.
Dr. J.T. Bergqvist................. Executive Vice President and General
Manager, IP Mobility Nokia Networks.
Olli-Pekka Kallasvuo............... Executive Vice President and CFO of Nokia
Corporation.
Chairman of the Board of Directors of
F-Secure Corporation, Nextrom Holding S.A.
and Sampo plc.
Pertti Korhonen.................... Executive Vice President, Nokia Mobile
Software.
Member of the Board of Directors, QPR
Software Plc.
Dr. Yrjo Neuvo..................... Executive Vice President and CTO of Nokia
Mobile Phones.
Vice Chairman of the Board of Directors of
Vaisala Corporation. Member of Finnish
Academy of Technical Sciences, The Finnish
Academy of Science and Letters, and
Academiae Europae, Foreign member of Royal
Swedish Academy of Engineering Sciences,
and Fellow of the Institute of Electrical
and Electronics Engineers.
CUSIP No. 757209101 13D Page 11 of 12 pages
Veli Sundback...................... Executive Vice President, Corporate
Relations and Trade Policy of Nokia
Corporation.
Chairman of the Board of Directors of
Huhtamaki Oyj. Vice Chairman of the Board
of the International Chamber of Commerce,
Finnish Section, Chairman of the Trade
Policy Committee of The Confederation of
Finnish Industry and Employers and
Chairman of the Board of the Finland-China
Trade Association.
Anssi Vanjoki...................... Executive Vice President of Nokia Mobile
Phones.
Governor of European Foundation of Quality
Management.
CUSIP No. 757209101 13D Page 12 of 12 pages
DIRECTORS AND EXECUTIVE OFFICERS OF NOKIA FINANCE INTERNATIONAL B.V.
The following table sets forth the name and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such occupation or employment is
conducted of each director and executive officer of Nokia Finance International
B.V. Unless otherwise indicated, the business address of each such person is c/o
Nokia Finance International B.V., Strawinskylaan 3111, NL-1077ZX Amsterdam,
Postbus 1469, 1000BL Amsterdam, The Netherlands and each such person is a
citizen of Finland.
Name Present Principal Occupation or Employment
---- ------------------------------------------
Board of Management
-------------------
Esa Kaunistola...................... Senior Legal Counsel of Nokia Corporation.
Hannu Mustonen...................... Director, Head of Corporate Tax Planning
of Nokia Corporation.
Bob Elfring......................... Managing Director of Lehman Brothers
Citizenship: The Netherlands International (Europe).
ABN AMRO Trust Company.............. Trust company.
(Nederland) B.V.
State of Organization: The Netherlands
Board of Supervisory Directors
------------------------------
Maija Torkko........................ Senior Vice President, Corporate
Controller of Nokia Corporation.
Timo Ihamuotila..................... Vice President, Corporate Treasurer of
Nokia Corporation.