-----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, D+wix7QrVLhD9pSE/zIfE/qUCCj887CBjQIxFvvHGiB3GFASPHTCFR67BkDMPwtI T1O97wgW8O9CsMMxxFi5jw== 0000950159-07-000179.txt : 20070214 0000950159-07-000179.hdr.sgml : 20070214 20070214132458 ACCESSION NUMBER: 0000950159-07-000179 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: GLAZER CAPITAL, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLAZER PAUL J CENTRAL INDEX KEY: 0001133985 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2128087394 MAIL ADDRESS: STREET 1: 237 PARK AVE STREET 2: STE 801 CITY: NEW YORK STATE: NY ZIP: 10017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETOPIA INC CENTRAL INDEX KEY: 0001012482 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 943033136 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49573 FILM NUMBER: 07617479 BUSINESS ADDRESS: STREET 1: 6001 SHELLMOUND STREET 4TH FLOOR STREET 2: MARKET PLACE TOWER CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-420-7400 MAIL ADDRESS: STREET 1: 6001 SHELLMOUND STREET 4TH FLOOR STREET 2: MARKET PLACE TOWER CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: FARALLON COMMUNICATIONS INC DATE OF NAME CHANGE: 19960422 SC 13G/A 1 netopia.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1) Netopia, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 64114k104 (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: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS: Paul J. Glazer I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER 211,197 ----------------------------------------------------------- SHARES 6. SHARED VOTING POWER 2,263,030 BENEFICIALLY ----------------------------------------------------------- OWNED BY 7. SOLE DISPOSITIVE POWER 211,197 EACH ----------------------------------------------------------- REPORTING 8. SHARED DISPOSITIVE POWER 2,263,030 PERSON WITH - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,474,227 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.31% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! - 2 - - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Glazer Capital, LLC I.R.S. IDENTIFICATION NO. (ENTITIES ONLY) 13-4032491 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER 0 ----------------------------------------------------------- SHARES 6. SHARED VOTING POWER 2,263,030 BENEFICIALLY ----------------------------------------------------------- OWNED BY 7. SOLE DISPOSITIVE POWER 0 EACH ----------------------------------------------------------- REPORTING 8. SHARED DISPOSITIVE POWER 2,263,030 PERSON WITH - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,263,030 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.52% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! - 3 - Item 1(a). Name of Issuer: Netopia, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 6001 Shellmound Street, 4th Floor Emeryville, CA 94608 Item 2(a). Name of Persons Filing: This Schedule 13G is being filed with respect to shares of Common Stock of the Issuer which are beneficially owned by Paul Glazer and Glazer Capital, LLC ("GCL" and together with Paul Glazer, the "Reporting Persons"). Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address of the Reporting Persons is: 237 Park Avenue Suite 900 New York, New York 10017 Item 2(c). Citizenship: Mr. Glazer is a citizen of the United States of America. GCL is a Delaware limited liability company. Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 Item 2(e). CUSIP Number: 64114k104 - 4 - Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not Applicable (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Exchange Act; (e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] Saving Association 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; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Sec. 240.13d-1(c), check this box [ x ].
Item 4. Ownership. (a) Amount beneficially owned: Paul Glazer: 2,474,227 GCL: 2,263,030 (b) Percent of Class: Paul Glazer: 9.31% GCL: 8.52% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: Paul Glazer: 211,197 GCL: 0 (ii) Shared power to vote or to direct the vote: Paul Glazer: 2,263,030 - 5 - GCL: 2,263,030 (iii) Sole power to dispose or direct the disposition of: Paul Glazer: 211,197 GCL: 0 (iv) Shared power to dispose or to direct the disposition of: Paul Glazer: 2,263,030 GCL: 2,263,030
As calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, Paul J. Glazer beneficially owns 2,474,227 shares of the Issuer's Common Stock, par value $0.001 ("Common Stock"), representing 9.31% of the Common Stock. Mr. Glazer does not directly own any shares of Common Stock, but he does indirectly own 2,474,227 shares of Common Stock in his capacity as (i) the managing member of Paul J. Glazer, LLC, a Delaware limited liability company, which in turn serves as the general partner of Glazer Capital Management, L.P., a Delaware limited partnership ("GCM") and (ii) the managing member of Glazer Capital, LLC ("Glazer") which in turn serves as the investment manager of Glazer Offshore Fund, Ltd., a Cayman Islands corporation ("GOF"). In addition, GCL manages on a discretionary basis separate accounts for three unrelated entities that own shares of Common Stock (collectively, the "Separate Accounts"). Although GCL does not directly own any shares of Common Stock, GCL is deemed to beneficially own the 2,263,030 shares of Common Stock held by GOF and the Separate Accounts. 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: [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Each of GCM, GOF and the Separate Accounts has the right to receive dividends and the proceeds from the sale of the shares of Common Stock held by such person. 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 Exhibit B hereof. Item 9. Notice of Dissolution of Group. Not Applicable - 6 - Item 10. Certification. 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. - 7 - 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 14, 2007 PAUL J. GLAZER By: -------------------------- Name: Paul J. Glazer GLAZER CAPITAL, LLC By: -------------------------- Name: Paul J. Glazer Title: Managing Member - 8 - Exhibit A --------- Joint Filing Agreement ----------------------- The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock of Netopia, Inc. shall be filed on behalf of the undersigned. PAUL J. GLAZER Name: Paul J. Glazer GLAZER CAPITAL, LLC By: -------------------------- Name: Paul J. Glazer Title: Managing Member - 9 - Exhibit B --------- Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a "group" with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. - 10 - -----END PRIVACY-ENHANCED MESSAGE-----