-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HEBNlsUYvG6La5LuGGJaQ89PUrJyUD+otT5UzO5JRpyQHIPA9+6Rli4VoWEXAj2n eXXzoZVxZB4EHK/a2numVg== 0001013594-05-000303.txt : 20050705 0001013594-05-000303.hdr.sgml : 20050704 20050705145214 ACCESSION NUMBER: 0001013594-05-000303 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050705 DATE AS OF CHANGE: 20050705 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REDBACK NETWORKS INC CENTRAL INDEX KEY: 0001081290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 770438443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57129 FILM NUMBER: 05936429 BUSINESS ADDRESS: STREET 1: 300 HOLGER WAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4087505000 MAIL ADDRESS: STREET 1: 300 HOLGER WAY CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTREPID CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001135175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2123339880 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13G 1 redback13g-070505.txt JULY 5, 2005 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G (Rule 13d-102) ________________ INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. _____________)* Redback Networks Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 757209507 (CUSIP Number) June 23, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ---------- * 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 the disclosures provided in a prior cover page. The information required in 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). (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Intrepid Capital Fund (QP), L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF (5) SOLE VOTING POWER 0 SHARES BENEFICIALLY (6) SHARED VOTING POWER 817,221 OWNED BY EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH (8) SHARED DISPOSITIVE POWER 817,221 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 817,221 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5% (12) TYPE OF REPORTING PERSON PN (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Intrepid Capital Fund, L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF (5) SOLE VOTING POWER 0 SHARES BENEFICIALLY (6) SHARED VOTING POWER 74,576 OWNED BY EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH (8) SHARED DISPOSITIVE POWER 74,576 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 74,576 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% (12) TYPE OF REPORTING PERSON PN (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Intrepid Capital Fund (Offshore) Ltd. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF (5) SOLE VOTING POWER 0 SHARES BENEFICIALLY (6) SHARED VOTING POWER 1,134,903 OWNED BY EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH (8) SHARED DISPOSITIVE POWER 1,134,903 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,134,903 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% (12) TYPE OF REPORTING PERSON CO (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bluenose Capital Fund (QP), L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF (5) SOLE VOTING POWER 0 SHARES BENEFICIALLY (6) SHARED VOTING POWER 251,626 OWNED BY EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH (8) SHARED DISPOSITIVE POWER 251,626 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,626 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% (12) TYPE OF REPORTING PERSON PN (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bluenose Capital Fund (Offshore) Ltd. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF (5) SOLE VOTING POWER 0 SHARES BENEFICIALLY (6) SHARED VOTING POWER 483,574 OWNED BY EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH (8) SHARED DISPOSITIVE POWER 483,574 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 483,574 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9% (12) TYPE OF REPORTING PERSON CO (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Intrepid Capital Advisors, LLC (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF (5) SOLE VOTING POWER 0 SHARES BENEFICIALLY (6) SHARED VOTING POWER 1,143,423 OWNED BY EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH (8) SHARED DISPOSITIVE POWER 1,143,423 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,143,423 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% (12) TYPE OF REPORTING PERSON OO (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Intrepid Fund Management, LLC (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF (5) SOLE VOTING POWER 0 SHARES BENEFICIALLY (6) SHARED VOTING POWER 1,618,477 OWNED BY EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH (8) SHARED DISPOSITIVE POWER 1,618,477 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,618,477 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0% (12) TYPE OF REPORTING PERSON OO (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven Shapiro (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF (5) SOLE VOTING POWER 0 SHARES BENEFICIALLY (6) SHARED VOTING POWER 2,761,900 OWNED BY EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH (8) SHARED DISPOSITIVE POWER 2,761,900 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761,900 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% (12) TYPE OF REPORTING PERSON IN ITEM 1(a). NAME OF ISSUER: Redback Networks Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 300 Holger Way San Jose, California 95134 ITEM 2(a). NAME OF PERSON FILING: Intrepid Capital Fund (QP), L.P. ("QP"), Intrepid Capital Fund, L.P. ("LP"), Intrepid Capital Fund (Offshore) Ltd. ("Offshore"), Bluenose Capital Fund (QP), L.P. ("BN"), Bluenose Capital Fund (Offshore) Ltd. ("BN Offshore"), Intrepid Capital Advisors, LLC ("ICA"), Intrepid Fund Management, LLC ("IFM") and Steven Shapiro ("Shapiro") ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: The business address of QP, LP, BN, ICA, IFM and Shapiro is 360 Madison Avenue, 21st Floor, New York, New York 10017. The business address of Offshore and BN Offshore is c/o Intrepid Fund Management, LLC, 360 Madison Avenue, 21st Floor, New York, New York 10017 ITEM 2(c). CITIZENSHIP: ICA and IFM are each a Delaware limited liability company and QP, LP and BN are each a Delaware limited partnership. Offshore and BN Offshore are each a Cayman Islands corporation. Steven Shapiro is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.0001 par value ITEM 2(e). CUSIP NUMBER: 757209507 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1 (b)(1)(ii)(E) (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G); (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. [x] ITEM 4. OWNERSHIP. A. QP (a) Amount beneficially owned: 817,221 (b) Percent of class: 1.5% (All percentages herein are based on 54,124,857 shares of Common Stock reported to be outstanding as of May 3, 2005, as reflected in the Issuer's report on Form 10Q filed with the Securities and Exchange Commission by the Issuer for the period ended March 31,2005.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 817,221 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 817,221 QP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ICA. ICA owns directly no shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Act"), ICA may be deemed to own beneficially the shares owned by QP, and therefore may be deemed to share the power to vote or dispose of the shares owned by QP. B. LP (a) Amount beneficially owned: 74,576 (b) Percent of class: 0.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 74,576 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 74,576 LP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ICA. ICA owns directly no shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, ICA may be deemed to own beneficially the shares owned by LP, and therefore may be deemed to share the power to vote or dispose of the shares owned by LP. C. Offshore (a) Amount beneficially owned: 1,134,903 (b) Percent of class: 2.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 1,134,903 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 1,134,903 Offshore has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its investment manager, IFM. IFM owns directly no shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, IFM may be deemed to own beneficially the shares owned by Offshore, and therefore may be deemed to share the power to vote or dispose of the shares owned by Offshore. D. BN (a) Amount beneficially owned: 251,626 (b) Percent of class: 0.5% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 251,626 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 251,626 BN has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ICA. ICA owns directly no shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, ICA may be deemed to own beneficially the shares owned by BN, and therefore may be deemed to share the power to vote or dispose of the shares owned by BN. E. BN Offshore (a) Amount beneficially owned: 483,574 (b) Percent of class: 0.9% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 483,574 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 483,574 BN Offshore has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its investment manager, IFM. IFM owns directly no shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, IFM may be deemed to own beneficially the shares owned by BN Offshore, and therefore may be deemed to share the power to vote or dispose of the shares owned by BN Offshore. F. ICA (a) Amount beneficially owned: 1,143,423 (b) Percent of class: 2.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 1,143,423 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 1,143,423 ICA is the general partner of QP, LP and BN. Thus, ICA has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by QP, LP and BN. ICA owns directly no shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, ICA may be deemed to own beneficially the shares owned by QP, LP and BN, and therefore may be deemed to share the power to vote or dispose of the shares owned by QP, LP and BN. G. IFM (a) Amount beneficially owned: 1,618,477 (b) Percent of class: 3.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 1,618,477 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 1,618,477 IFM is the investment manager of Offshore and BN Offshore. Thus, IFM has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by Offshore and BN Offshore. IFM owns directly no shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, IFM may be deemed to own beneficially the shares owned by Offshore and BN Offshore, and therefore may be deemed to share the power to vote or dispose of the shares owned by Offshore and BN Offshore. H. Steven Shapiro (a) Amount beneficially owned: 2,761,900 (b) Percent of class: 5.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 2,761,900 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 2,761,900 Shapiro, as the Manager of ICA and IFM, has the power to dispose of and vote the Common Stock beneficially owned by QP, LP, Offshore, BN and BN Offshore. Shapiro does not own any shares of Common Stock directly. By reason of the provisions of Rule 13d-3 of the Act, Shapiro may be deemed to beneficially own the shares beneficially owned by QP, LP, Offshore, BN and BN Offshore. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of such Common Stock which represents more than five percent of the number of outstanding shares of Common Stock. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Item 2 in lieu of an Exhibit. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: July 5, 2005 /s/ Steven Shapiro -------------------------------------------------- STEVEN SHAPIRO, individually, as Manager of Intrepid Capital Advisors, LLC, the general partner of Intrepid Capital Fund (QP), L.P., Intrepid Capital Fund, L.P. and Bluenose Capital Fund (QP), L.P., and as Manager of Intrepid Fund Management, LLC, the investment manager of Intrepid Capital Fund (Offshore) Ltd. And Bluenose Capital Fund (Offshore) Ltd. EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Redback Networks Inc. dated as of July 5, 2005 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. DATED: July 5, 2005 /s/ Steven Shapiro -------------------------------------------------- STEVEN SHAPIRO, individually, as Manager of Intrepid Capital Advisors, LLC, the general partner of Intrepid Capital Fund (QP), L.P., Intrepid Capital Fund, L.P. and Bluenose Capital Fund (QP), L.P., and as Manager of Intrepid Fund Management, LLC, the investment manager of Intrepid Capital Fund (Offshore) Ltd. And Bluenose Capital Fund (Offshore) Ltd. -----END PRIVACY-ENHANCED MESSAGE-----