-----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, BACRCLlr9wturyfSrMJ62KfoXTLGlLALk3yIF3aNLee68qnZMMdafS/D4oV2HPo6 OJSRGqvDDc8XJhjUwg8+tg== 0001013594-06-000119.txt : 20060214 0001013594-06-000119.hdr.sgml : 20060214 20060214101226 ACCESSION NUMBER: 0001013594-06-000119 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 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/A 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 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57129 FILM NUMBER: 06607750 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 SC 13G/A 1 redback13ga-021306.txt FEBRUARY 13, 2006 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.1)* Redback Networks Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 757209507 (CUSIP Number) December 31, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER 0 (6) SHARED VOTING POWER 98,095 (7) SOLE DISPOSITIVE POWER 0 (8) SHARED DISPOSITIVE POWER 98,095 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,095 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER 0 (6) SHARED VOTING POWER 0 (7) SOLE DISPOSITIVE POWER 0 (8) SHARED DISPOSITIVE POWER 0 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER 0 (6) SHARED VOTING POWER 93,842 (7) SOLE DISPOSITIVE POWER 0 (8) SHARED DISPOSITIVE POWER 93,842 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,842 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (12) TYPE OF REPORTING PERSON CO (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Intrepid Capital Fund (Offshore) Leveraged Master, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER 0 (6) SHARED VOTING POWER 75,263 (7) SOLE DISPOSITIVE POWER 0 (8) SHARED DISPOSITIVE POWER 75,263 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,263 (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 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER 0 (6) SHARED VOTING POWER 17,590 (7) SOLE DISPOSITIVE POWER 0 (8) SHARED DISPOSITIVE POWER 17,590 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,590 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1% (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER 0 (6) SHARED VOTING POWER 32,810 (7) SOLE DISPOSITIVE POWER 0 (8) SHARED DISPOSITIVE POWER 32,810 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,810 (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 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER 0 (6) SHARED VOTING POWER 115,685 (7) SOLE DISPOSITIVE POWER 0 (8) SHARED DISPOSITIVE POWER 115,685 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 115,685 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (12) TYPE OF REPORTING PERSON 0O (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER 0 (6) SHARED VOTING POWER 201,915 (7) SOLE DISPOSITIVE POWER 0 (8) SHARED DISPOSITIVE POWER 201,915 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 201,915 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4% (12) TYPE OF REPORTING PERSON 0O (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER 0 (6) SHARED VOTING POWER 317,600 (7) SOLE DISPOSITIVE POWER 0 (8) SHARED DISPOSITIVE POWER 317,600 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 317,600 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% (12) TYPE OF REPORTING PERSON IN This statement is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of common stock (the "Common Stock") of Redback Networks Inc. (the "Issuer") beneficially owned by the Reporting Persons identified in Item 2(a) below as of February 7, 2006, and amends and supplements the Schedule 13G originally filed July 5, 2005 (collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. 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"), Intrepid Capital Fund (Offshore) Leveraged Master, Ltd. ("Offshore Master"), 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"). The above shall collectively be referred to herein as the "Reporting Persons." 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 each of Offshore, Offshore Master 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, Offshore Master and BN Offshore are each a Cayman Islands corporation. Steven Shapiro is a citizen of the United States. ITEM 4. OWNERSHIP. A. QP (a) Amount beneficially owned: 98,095 (b) Percent of class: 0.2% (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 98,095 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 98,095 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: 0 (b) Percent of class: 0.0% (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 0 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 0 C. Offshore (a) Amount beneficially owned: 93,842 (b) Percent of class: 0.2% (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 93,842 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 93,842 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. Offshore Master (a) Amount beneficially owned: 75,263 (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 75,263 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 75,263 Offshore Master 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 Master, and therefore may be deemed to share the power to vote or dispose of the shares owned by Offshore Master. E. BN (a) Amount beneficially owned: 17,590 (b) Percent of class: Less than 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 17,590 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 17,590 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. F. BN Offshore (a) Amount beneficially owned: 32,810 (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 32,810 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 32,810 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. G. ICA (a) Amount beneficially owned: 115,685 (b) Percent of class: 0.2% (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 115,685 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 115,685 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. H. IFM (a) Amount beneficially owned: 201,915 (b) Percent of class: 0.4% (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 201,915 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 201,915 IFM is the investment manager of Offshore, Offshore Master 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, Offshore Master 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, Offshore Master and BN Offshore, and therefore may be deemed to share the power to vote or dispose of the shares owned by Offshore, Offshore Master and BN Offshore. I. Steven Shapiro (a) Amount beneficially owned: 317,600 (b) Percent of class: 0.6% (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 317,600 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 317,600 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, Offshore Master, 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, Offshore Master, BN and BN Offshore. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Item 2 in lieu of an Exhibit. 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: February 14, 2006 /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., Intrepid Capital Fund (Offshore) Leveraged Master, 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, as amended, 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: February 14, 2006 /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., Intrepid Capital Fund (Offshore) Leveraged Master, Ltd. and Bluenose Capital Fund (Offshore) Ltd. -----END PRIVACY-ENHANCED MESSAGE-----