-----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, SdqZJzFO7JVE6yrFWhDqpoLm+LVwND7rDuS2uHQsTqv9W69lSsvt1hWfBW0uhL+A flO356aVL03WAB3pRh9cgw== 0000860655-03-000005.txt : 20030212 0000860655-03-000005.hdr.sgml : 20030212 20030212093428 ACCESSION NUMBER: 0000860655-03-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030212 GROUP MEMBERS: ALBERTO W. VILAR GROUP MEMBERS: AMERINDO INVESTMENT ADVISORS, INC. GROUP MEMBERS: GARY A. TANAKA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPSWARE INC CENTRAL INDEX KEY: 0001100813 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943340178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61417 FILM NUMBER: 03552589 BUSINESS ADDRESS: STREET 1: 599 N MATHILDA AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 MAIL ADDRESS: STREET 1: 599 N MATHLIDA AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 FORMER COMPANY: FORMER CONFORMED NAME: LOUDCLOUD INC DATE OF NAME CHANGE: 20000912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERINDO INVESTMENT ADVISORS INC CENTRAL INDEX KEY: 0000860655 IRS NUMBER: 942997472 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: STE 2300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153620292 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: STE 2300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 opsw123102.txt SCHEDULE 13G AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2 ) OPSWARE, INC. --------------------------------------- (Name of Issuer) COMMON STOCK --------------------------------------- (Title of Class of Securities) 68383A101 ------------------ (CUSIP Number) December 31, 2002 ------------------------------------------------------------------- (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). (Continued on following pages(s)) SCHEDULE 13G/A CUSIP NO. 68383A101 - -------------------------------------------------------------------------------- 1) Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) AMERINDO INVESTMENT ADVISORS INC., a California corporation, AMERINDO INVESTMENT ADVISORS, INC., a Panama corporation, ALBERTO W. VILAR and GARY A. TANAKA, who disaffirm the existence of any group and who are sometimes collectively referred to as the "Reporting Persons." - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) if a Member of a Group ---------------------------- (See Instructions) (b) ---------------------------- - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization See Item 4 of separate cover pages for Reporting Persons - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power None Beneficially Owned by Each Reporting (6) Shared Voting Power Person with 5,586,526 shares in the aggregate for all Reporting Persons and as to all of which beneficial ownership is disclaimed (7) Sole Dispositive Power None (8) Shared Dispositive Power 5,586,526 shares in the aggregate for all Reporting Persons and as to all of which beneficial ownership is disclaimed - ------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,586,526 shares in the aggregate for all Reporting Persons and as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount [X] in Row 9 Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row 9 7.137% - -------------------------------------------------------------------------------- 12) Type of Reporting Person IA, IN (See Instructions) - -------------------------------------------------------------------------------- SCHEDULE 13G/A CUSIP NO. 68383A101 - -------------------------------------------------------------------------------- 1) Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) AMERINDO INVESTMENT ADVISORS INC. - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) if a Member of a Group ---------------------------- (See Instructions) (b) ---------------------------- - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization California - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power None Beneficially Owned by Each Reporting (6) Shared Voting Power Person with 5,250,830 shares, as to all of which beneficial ownership is disclaimed (7) Sole Dispositive Power None (8) Shared Dispositive Power 5,250,830 shares, as to all of which beneficial ownership is disclaimed - ------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,250,830 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount [X] in Row 9 Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row 9 6.71% - -------------------------------------------------------------------------------- 12) Type of Reporting Person IA (See Instructions) - -------------------------------------------------------------------------------- SCHEDULE 13G/A CUSIP NO. 68383A101 - -------------------------------------------------------------------------------- 1) Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) AMERINDO INVESTMENT ADVISORS, INC. - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) if a Member of a Group ---------------------------- (See Instructions) (b) ---------------------------- - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization Panama - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power None Beneficially Owned by Each Reporting (6) Shared Voting Power Person with 335,696 shares, as to all of which beneficial ownership is disclaimed (7) Sole Dispositive Power None (8) Shared Dispositive Power 335,696 shares, as to all of which beneficial ownership is disclaimed - ------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 335,696 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount [X] in Row 9 Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row 9 0.429% - -------------------------------------------------------------------------------- 12) Type of Reporting Person IA (See Instructions) - -------------------------------------------------------------------------------- SCHEDULE 13G/A CUSIP NO. 68383A101 - -------------------------------------------------------------------------------- 1) Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) ALBERTO W. VILAR - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) if a Member of a Group ---------------------------- (See Instructions) (b) ---------------------------- - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned (5) Sole Voting Power None by Each Reporting Person with (6) Shared Voting Power 5,586,526 shares, as to all of which beneficial ownership is disclaimed (7) Sole Dispositive Power None (8) Shared Dispositive Power 5,586,526 shares, as to all of which beneficial ownership is disclaimed - ------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,586,526 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount [X] in Row 9 Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row 9 7.137% - -------------------------------------------------------------------------------- 12) Type of Reporting Person IN (See Instructions) - -------------------------------------------------------------------------------- SCHEDULE 13G/A CUSIP NO. 68383A101 - -------------------------------------------------------------------------------- 1) Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) GARY A. TANAKA - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) if a Member of a Group ---------------------------- (See Instructions) (b) ---------------------------- - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power None Beneficially Owned by Each Reporting (6) Shared Voting Power Person with 5,586,526 shares, as to all of which beneficial ownership is disclaimed (7) Sole Dispositive Power None (8) Shared Dispositive Power 5,586,526 shares, as to all of which beneficial ownership is disclaimed - ------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,586,526 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount [X] in Row 9 Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row 9 7.137% - -------------------------------------------------------------------------------- 12) Type of Reporting Person IN (See Instructions) - -------------------------------------------------------------------------------- Item 1. - ------ (a) The name of issuer as to whose securities this statement relates is Opsware, Inc. (the "Issuer"). (b) The address of Issuer's principal place of business is 599 N. Mathilda Avenue, Sunnyvale, CA 94085. Item 2. - ------- (a-c) This statement is being filed by Amerindo Investment Advisors Inc., a California corporation whose principal executive offices are located at One Embarcadero Center, Suite 2300, San Francisco, California, 94111 ("Amerindo"), Amerindo Investment Advisors, Inc., a Panama corporation, whose principal executive offices are located at Edificio Sucre, Calle 48 Este, Bella Vista, Apartado 6277, Panama 5, Panama ("Amerindo Panama"), Alberto W. Vilar and Gary A. Tanaka (sometimes hereinafter collectively referred to as the "Reporting Persons"). Although this statement is being made jointly by the Reporting Persons, each of them expressly disaffirms membership in any group under Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise. Amerindo and Amerindo Panama are sometimes hereinafter collectively referred to as the "Advisor Entities." Each of the Advisor Entities is an investment advisor, and all of the subject securities have been purchased by the Advisor Entities in the ordinary course of their respective businesses as investment advisors and not with the purpose of effecting change or influencing the control of the issuer or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) under the Exchange Act. Amerindo is registered as an investment advisor under the Investment Advisors Act of 1940, as amended. Messrs. Vilar and Tanaka are the sole shareholders and directors of each of the Advisor Entities. Because each of the Advisor Entities is obligated to act in the best interests of its respective clients and in accordance with the respective mandates of those clients, there is no agreement between or among any of the Reporting Persons to act together with respect to the issuer or its securities, except that they may, from time to time and provided that transactions are otherwise being effected at the same time, aggregate orders for client accounts in order to receive more favorable trading terms. (d-e) This statement is being filed as to the Common Stock of Opsware, Inc., Cusip Number 68383A101. Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or - ------ (c), check whether the person filing is a: (a-i) Inapplicable. (j) This statement is being filed jointly by the Reporting Persons, although each of them expressly disaffirms membership in any group under Rule 13d-5 under the Exchange Act. Item 4. Ownership. - ------ --------- (a-c) The following table sets forth for each of the Advisor Entities the aggregate number of shares of the Common Stock of the Issuer beneficially owned by such person as of December 31, 2002, and the percentage which such shares constitute of the total number of shares outstanding, as reflected on the Issuer's Form 10Q for the Quarter ended October 31, 2002, unless based on more recent information obtained directly from the Issuer (with beneficial ownership determined as set forth in Rule 13d-3 under the Exchange Act, but with beneficial ownership being expressly disclaimed). Messrs. Vilar and Tanaka, as the sole shareholders and directors of the Advisor Entities, share with each other investment and dispositive power as to all of the shares shown as owned by the Advisor Entities, who otherwise have sole investment and dispositive power with respect thereto, except that each client of the Advisor Entities has the unilateral right to terminate the advisory agreement with the Advisor Entity in question on notice which typically need not exceed 30 days. Name No. of Shares Percent of Class - ---- --------------- ------------------ Amerindo 5,250,830 6.71% Amerindo Panama 335,696 0.429% Alberto W. Vilar 5,586,526 7.137% Gary A. Tanaka 5,586,526 7.137% Item 5. Ownership of Five Percent or Less of a Class. - ------ -------------------------------------------- Inapplicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. - ------ --------------------------------------------------------------- The subject shares are all owned by clients of the Advisor Entities. No such person's interest in the securities included in this report exceeds 5% of the class outstanding. Item 7. Identification and Classification of the Subsidiary Which - ------ --------------------------------------------------------- Acquired the Security Being Reported on By the Parent Holding ------------------------------------------------------------- Company. ------- Inapplicable. Item 8. Identification and Classification of Members of the Group. - ------ --------------------------------------------------------- (a-c) This statement is being filed by Amerindo Investment Advisors Inc., a California corporation whose principal executive offices are located at One Embarcadero Center, Suite 2300, San Francisco, California, 94111 ("Amerindo"), Amerindo Investment Advisors, Inc., a Panama corporation, whose principal executive offices are located at Edificio Sucre, Calle 48 Este, Bella Vista, Apartado 6277, Panama 5, Panama ("Amerindo Panama"), Alberto W. Vilar and Gary A. Tanaka (sometimes hereinafter collectively referred to as the "Reporting Persons"). Although this statement is being made jointly by the Reporting Persons, each of them expressly disaffirms membership in any group under Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise. Amerindo and Amerindo Panama are sometimes hereinafter collectively referred to as the "Advisor Entities." Each of the Advisor Entities is an investment advisor, and all of the subject securities have been purchased by the Advisor Entities in the ordinary course of their respective businesses as investment advisors and not with the purpose of effecting change or influencing the control of the issuer or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) under the Exchange Act. Amerindo is registered as an investment advisor under the Investment Advisors Act of 1940, as amended. Messrs. Vilar and Tanaka are the sole shareholders and directors of each of the Advisor Entities. Because each of the Advisor Entities is obligated to act in the best interests of its respective clients and in accordance with the respective mandates of those clients to act in the best interest of the beneficiaries thereof, there is no agreement between or among any of the Reporting Persons to act together with respect to the issuer or its securities, except that they may, from time to time and provided that transactions are otherwise being effected at the same time, aggregate orders for client accounts in order to receive more favorable trading terms. (d-e) This statement is being filed as to the Common Stock of Opsware, Inc., Cusip Number 68383A101. Item 9. Notice of Dissolution of Group. - ------ ------------------------------ Inapplicable. Item 10. Certification. - ------- ------------- By signing below, the undersigned certify that, to the best of their 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. SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, we certify that the information set forth in this statement is true, complete and correct. AMERINDO INVESTMENT ADVISORS INC., a California corporation By: /s/ Alberto W. Vilar ------------------------------- ALBERTO W. VILAR, PRESIDENT AMERINDO INVESTMENT ADVISORS, INC., a Panama corporation By: /s/ Alberto W. Vilar ------------------------------ ALBERTO W. VILAR, DIRECTOR By: /s/ Alberto W. Vilar ------------------------------ ALBERTO W. VILAR /s/ Gary A. Tanaka ------------------------------ GARY A. TANAKA EXHIBIT A OPSWARE, INC. COMMON STOCK 68383A101 We hereby agree that the within Statement on Schedule 13G/A regarding our beneficial ownership of Common Stock is filed on behalf of each of us. AMERINDO INVESTMENT ADVISORS INC., a California corporation By: /s/ Alberto W. Vilar --------------------------------- ALBERTO W. VILAR, PRESIDENT AMERINDO INVESTMENT ADVISORS, INC., a Panama corporation By: /s/ Alberto W. Vilar --------------------------------- ALBERTO W. VILAR, DIRECTOR By: /s/ Alberto W. Vilar --------------------------------- ALBERTO W. VILAR /s/ Gary A. Tanaka --------------------------------- GARY A. TANAKA EXHIBIT B OPSWARE, INC. COMMON STOCK 68383A101 Although we hereby disaffirm the existence of a group as set forth under Rule 13d-5 under the Securities Exchange Act of 1934, as amended, this statement is being made on behalf of Amerindo Investment Advisors Inc., Amerindo Investment Advisors, Inc., Alberto W. Vilar and Gary A. Tanaka. AMERINDO INVESTMENT ADVISORS INC., a California corporation By: /s/ Alberto W. Vilar --------------------------------- ALBERTO W. VILAR, PRESIDENT AMERINDO INVESTMENT ADVISORS, INC., a Panama corporation By: /s/ Alberto W. Vilar --------------------------------- ALBERTO W. VILAR, DIRECTOR By: /s/ Alberto W. Vilar --------------------------------- ALBERTO W. VILAR /s/ Gary A. Tanaka --------------------------------- GARY A. TANAKA -----END PRIVACY-ENHANCED MESSAGE-----