-----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, BTMr3ITJrM3ge3aCQuX4fmXX/gdr89r9FxWxU3bHt9takZ8OvC9KxhyG6nDmzXbG 36INncIDalbCqtgpIQnH5g== 0000906344-04-000078.txt : 20040213 0000906344-04-000078.hdr.sgml : 20040213 20040213160921 ACCESSION NUMBER: 0000906344-04-000078 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 GROUP MEMBERS: RICHARD S. SPENCER, III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUE COAT SYSTEMS INC CENTRAL INDEX KEY: 0001095600 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 911715963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57213 FILM NUMBER: 04599199 BUSINESS ADDRESS: STREET 1: 650 ALMANOR AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4082202200 MAIL ADDRESS: STREET 1: 650 ALMANOR AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: CACHEFLOW INC DATE OF NAME CHANGE: 19990923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTCLIFF CAPITAL MANAGEMENT LLC/CA CENTRAL INDEX KEY: 0001057396 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 7TH AVE SUITE 105 CITY: SANTA CRUZ STATE: CA ZIP: 95062 BUSINESS PHONE: 4084770422 MAIL ADDRESS: STREET 1: 200 SEVENTH AVE STREET 2: SUITE 105 CITY: SANTA CRUZ STATE: CA ZIP: 95602 SC 13G/A 1 bcoat13g.txt AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.C. 20549 Expires: December 31, 2005 Estimated average burden hours per response...11 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Blue Coat Systems Inc. ---------------------------------------------------------------------- (Name of Issuer) Common Stock ---------------------------------------------------------------------- (Title of Class of Securities) 09534T508 ---------------------------------------------------------------------- (CUSIP Number) December 31, 2003 ---------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Schedule 13G CUSIP No. 09534T508 Page 2 of 8 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Westcliff Capital Management, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization California Number of 5. Sole Voting Power -0- Shares Beneficially 6. Shared Voting Power 198,221 Owned by Each Reporting 7. Sole Dispositive Power -0- Person With: 8. Shared Dispositive Power 198,221 9. Aggregate Amount Beneficially Owned by Each Reporting Person 198,221 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in 1.9% Row (9) 12. Type of Reporting Person (See Instructions) IA Schedule 13G CUSIP No. 09534T508 Page 3 of 8 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Richard S. Spencer III 2. Check the Appropriate Box if a Member of a Group (See Instructions) (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 198,221 Owned by Each Reporting 7. Sole Dispositive Power -0- Person With: 8. Shared Dispositive Power 198,221 9. Aggregate Amount Beneficially Owned by Each Reporting Person 198,221 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in 1.9% Row (9) 12. Type of Reporting Person (See Instructions) HC,IN Schedule 13G CUSIP No. 09534T508 Page 4 of 8 Item 1. (a) Name of Issuer Blue Coat Systems Inc. (b) Address of Issuer's Principal Executive Offices 650 Almanor Avenue Sunnyvale, California 94086 Item 2. (a) The names of the persons filing this statement are: Westcliff Capital Management, LLC ("Westcliff LLC") and Richard S. Spencer III ("Spencer," and collectively, the "Filers"). Westcliff LLC and Spencer disclaim beneficial ownership of the Stock (as defined below) except to the extent of their respective pecuniary interests therein. (b) The principal business office of the Filers is located at: 200 Seventh Avenue, Suite 105, Santa Cruz, California 95062 (c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer. (d) This statement relates to shares of common stock of the Issuer (the "Stock"). (e) The CUSIP number of the Issuer is: 09534T508 Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [x] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F). Schedule 13G CUSIP No. 09534T508 Page 5 of 8 (g) [x] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [x] Group, in accordance with section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. See Items 5-9 and 11 of the cover page for each Filer. 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable 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. Westcliff LLC is a registered investment adviser. Spencer is manager of Westcliff LLC. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 are not held in connection with or as a participant in any transaction having that purpose or effect. Schedule 13G CUSIP No. 09534T508 Page 6 of 8 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. Dated: February 12, 2004 WESTCLIFF CAPITAL MANAGEMENT, LLC By: /s/ Richard S. Spencer III /s/ Richard S. Spencer III -------------------------- -------------------------- Richard S. Spencer III Richard S. Spencer III Manager Schedule 13G CUSIP No. 09534T508 Page 7 of 8 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 8 Schedule 13G CUSIP No. 09534T508 Page 8 of 8 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: February 12, 2004 WESTCLIFF CAPITAL MANAGEMENT, LLC By:/s/ Richard S. Spencer III --------------------------- Richard S. Spencer III, Manager RICHARD S. SPENCER III /s/ Richard S. Spencer III -------------------------- Richard S. Spencer III -----END PRIVACY-ENHANCED MESSAGE-----