UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-1)
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. 2)*
F5 NETWORKS, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
315616102
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(CUSIP Number)
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URSULA RANIN
NOKIA CORPORATION
KEILALAHDENTIE 4
P.O. BOX 226
FIN-00045 NOKIA GROUP
FINLAND
011-358-7180-0800
COPY TO:
SCOTT D. MILLER
SULLIVAN & CROMWELL LLP
1870 EMBARCADERO ROAD
PALO ALTO, CA 94303-3308
(650) 461-5600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 27, 2003
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
Page 1 of 12 Pages
SCHEDULE 13D
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CUSIP NO. 315616102 PAGE 2 OF 11 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NOKIA FINANCE INTERNATIONAL B.V.
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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 BOX 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 1,266,421 SHARES OF COMMON STOCK
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,266,421 SHARES OF COMMON STOCK
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,266,421 SHARES OF COMMON STOCK
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% OF COMMON STOCK
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 315616102 PAGE 3 OF 11 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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*
AF
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5. CHECK BOX 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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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,266,421 SHARES OF COMMON STOCK
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,266,421 SHARES OF COMMON STOCK
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,266,421 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% OF COMMON STOCK
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
The statement on Schedule 13D previously filed by Nokia Finance
International B.V., a private company with limited liability incorporated under
the laws of The Netherlands ("NFI"), and Nokia Corporation, a corporation
incorporated under the laws of the Republic of Finland ("Nokia"), as heretofore
amended and supplemented, with respect to shares of Common Stock (the "Common
Stock") of F5 Networks, Inc. (the "Company"), as heretofore amended and
supplemented, is hereby amended and supplemented. Except as amended and
supplemented hereby, the original statement on Schedule 13D, as heretofore
amended and supplemented, remains in full force and effect. NFI and Nokia are
collectively referred to as the "Reporting Persons."
ITEM 4. PURPOSE OF THE TRANSACTION.
As described in the original statement on Schedule 13D, filed on July
9, 2001, as amended and supplemented on May 7, 2003, NFI and the Company entered
into the Investor's Rights Agreement, which entitled NFI, among other things, to
nominate one member to the Company's Board of Directors. The Investor's Rights
Agreement will terminate on September 26, 2003.
Except as set forth herein, 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 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 on an ongoing basis 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: acquire additional Common Stock or securities convertible or
exchangeable for Common Stock; dispose of 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. 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. 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.
The total number of shares of the Company's Common Stock outstanding on
June 25, 2003 was 26,901,858 shares.
On June 27, 2003, NFI sold 1,200,000 shares of Common Stock at a price
of $16.2721 per share in a block trade to Credit Suisse First Boston. As of the
date of the filing of this statement, after giving effect to the transactions
described above, the Reporting Persons beneficially own 1,266,421 shares of
Common Stock of the Company, representing approximately 4.7% of the Company's
outstanding Common Stock.
As of June 27, 2003, after giving effect to the transaction described
above, each of the Reporting Persons ceased to be the beneficial owner of more
than five percent of the Common Stock of the Company.
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 July
9, 2001, as heretofore amended and supplemented, NFI and the Company entered
into the Investor's Rights Agreement on June 26, 2001. The Investor's Rights
Agreement will terminate on September 26, 2003.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Agreement of Joint Filing, dated July 9, 2001, by and between
--------- Nokia Finance International B.V. and Nokia Corporation (filed with
the statement on Schedule 13D filed on July 9, 2001).
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.
June 30, 2003 NOKIA FINANCE INTERNATIONAL B.V.
By /s/ Esa Kaunistola
----------------------------------
Name: Esa Kaunistola
Title: Director
By /s/ Hannu Mustonen
----------------------------------
Name: Hannu Mustonen
Title: Director
NOKIA CORPORATION
By /s/ Ursula Ranin
----------------------------------
Name: Ursula Ranin
Title: Vice President and
General Counsel
By /s/ Hannu Mustonen
----------------------------------
Name: Hannu Mustonen
Title: Director and Head of
Corporate Tax Planning
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
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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
Citizenship: United States of 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), Sampo plc and Wartsila
Corporation. 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.
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
Umicore S.A. and member of the Supervisory
Board of Draka Holding N.V.
Marjorie Scardino.................. Chief Executive Officer and member of the
Citizenship: United States Board of Directors of Pearson plc.
Vesa Vainio........................ Chairman of the Board of Directors of
UPM-Kymmene Corporation and Vice Chairman
of the Board of Directors of Wartsila
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.
Dr. Matti Alahuhta................. President of Nokia Mobile Phones.
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 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 Oyj.
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.
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.
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 and 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 and Corporate
Controller of Nokia Corporation.
Timo Ihamuotila.................... Vice President and Corporate Treasurer of
Nokia Corporation.