-----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, LpyqlQ6m7a7LBWtYzw90+JmViEOINmKVjG+2taSDkXoZVoJ6vyTEDqZh6Y19C6EZ RHeIh8jnNhnTwKOKsfb5eQ== 0000853466-07-000009.txt : 20070131 0000853466-07-000009.hdr.sgml : 20070131 20070131112253 ACCESSION NUMBER: 0000853466-07-000009 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070131 DATE AS OF CHANGE: 20070131 GROUP MEMBERS: SMITH BARNEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WITNESS SYSTEMS INC CENTRAL INDEX KEY: 0001097338 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 232518693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60521 FILM NUMBER: 07566921 BUSINESS ADDRESS: STREET 1: 300 COLONIAL CENTER PARKWAY STE 600 CITY: ROSWELL STATE: GA ZIP: 30004 BUSINESS PHONE: 7707541900 MAIL ADDRESS: STREET 1: 300 COLONIAL CENTER PARKWAY STE 600 CITY: ROSWELL STATE: GA ZIP: 30076 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROXBURY CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0000853466 IRS NUMBER: 954686786 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3109175600 MAIL ADDRESS: STREET 1: 100 WILSIRE BLVD STREET 2: SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13G 1 sc13g-123106.txt 12-31-2006 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 WITNESS SYSTEMS INC (Name of Issuer) Common Stock (Title of Class of Securities) 977424100 (CUSIP Number) December 31, 2006 (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). CUSIP No. 46114T508 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Roxbury Capital Management, LLC (Tax ID: 95-4686787) 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)x 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 1883647 6.Shared Voting Power 0 7.Sole Dispositive Power 1883647 8.Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1883647 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A 11.Percent of Class Represented by Amount in Row (9) 5.623% 12.Type of Reporting Person (See Instructions) IA Item 1. (a)Name of Issuer WITNESS SYSTEMS INC (b)Address of Issuer's Principal Executive Offices 300 Colonial Center Parkway, Suite 600, Roswell, GA 30004 United States Item 2. (a)Name of Person Filing Roxbury Capital Management, LLC (b)Address of Principal Business Office or, if none, Residence 100 Wilshire Blvd, Suite 1000, Santa Monica, CA 90401 (c)Citizenship Delaware (d)Title of Class of Securities Common Stock (e)CUSIP Number 977424100 Item 3.If this statement is filed pursuant to 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 240.13d-1(b)(1)(ii)(E); (f)[ ]An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g)[ ]A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h)[ ]A savings associations 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)[ ]Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4.Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a)Amount beneficially owned: 1883647 (b)Percent of class: 5.623%. (c)Number of shares as to which the person has: (i)Sole power to vote or to direct the vote: 1883647 (ii)Shared power to vote or to direct the vote: 0 (iii)Sole power to dispose or to direct the disposition of: 1883647 (iv)Shared power to dispose or to direct the disposition of: 0 Instruction. For computations regarding securities which represent a Right to acquire an underlying security see 240.13d3(d)(1). 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 [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6.Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Item 8.Identification and Classification of Members of the Group If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), So indicate under Item 3(j) and attach an exhibit stating the identity And Item 3 classification of each member of the group. If a group has filed this schedule pursuant to 240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the identity of each member of the group. Item 9.Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Item 10.Certification (a)The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): 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. (b)The following certification shall be included if the statement is filed pursuant to 240.13d-1(c): By signing below I certify that, to the best of my 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 are not held in connection with or as a participant in any transaction having that purpose or effect. 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. January 29, 2007 ________________________________ Date /s/ Michael Kromm ________________________________ Signature Michael Kromm, Chief Compliance Officer ________________________________ Name/Title -----END PRIVACY-ENHANCED MESSAGE-----