-----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, Fwnh3wOHyfqXkKhFbkUmmBS9UQMLldGW/m/B8EgOkRUfQR8bCfiJjzA5BGmqP1lI JQtjS+yhisopphmP6gTlXA== 0000902664-07-001994.txt : 20070611 0000902664-07-001994.hdr.sgml : 20070611 20070611161057 ACCESSION NUMBER: 0000902664-07-001994 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070611 DATE AS OF CHANGE: 20070611 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAPTOR NETWORKS TECHNOLOGY INC CENTRAL INDEX KEY: 0001163300 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 841573852 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79798 FILM NUMBER: 07912565 BUSINESS ADDRESS: STREET 1: 1241 E. DYER ROAD STREET 2: SUITE 150 CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: (949) 623-9300 MAIL ADDRESS: STREET 1: 1241 E. DYER ROAD STREET 2: SUITE 150 CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: RAPTOR NETWORKS TECHNOLOGY INC DATE OF NAME CHANGE: 20031211 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC INTERMEDIA INC DATE OF NAME CHANGE: 20011205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDELL ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0001140474 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126035700 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 sc13g.txt RAPTOR NETWORKS TECHNOLOGY, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 Raptor Networks Technology, Inc. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of Class of Securities) 75382A107 (CUSIP Number) June 1, 2007 (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 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). Page 1 of 14 Pages CUSIP No. 75382A107 13G Page 2 of 14 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Castlerigg Master Investments 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 British Virgin Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 75382A107 13G Page 3 of 14 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Sandell Asset Management Corp. - ----------------------------------------------------------------------------- (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 (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) OWNED BY _________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 75382A107 13G Page 4 of 14 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Castlerigg International Limited - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 75382A107 13G Page 5 of 14 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Castlerigg International Holdings Limited - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9.25% Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 75382A107 13G Page 6 of 14 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Thomas E. Sandell - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Sweden - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Senior Convertible Notes due July 31, 2008 convertible into 9,836,502 shares of Common Stock (See Item 4(a)) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 convertible into 3,640,666 shares of Common Stock (See Item 4(a)) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock (See Item 4(a)) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (See Item 4(a)) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 75382A107 13G Page 7 of 14 Pages This report on Schedule 13G (this "Schedule 13G") relates to the (i) Senior Convertible Notes due July 31, 2008 (the "Senior Notes") convertible into 9,836,502 shares of Common Stock (as defined in Item 2(d)) (ii) 9.25% Amended and Restated Senior Convertible Notes due July 31, 2008 (the "Amended and Restated Senior Notes", which together with the Senior Notes are referred to as the "Notes") convertible into 3,640,666 shares of Common Stock, (iii) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock and (iv) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock (Series L-1 Warrants together with Series L-2 Warrants are referred to as the "Series L Warrants") (collectively, the "Owned Shares") held by Castlerigg Master Investments Ltd. In addition to the Owned Shares, the Reporting Persons (as defined below) may be deemed to beneficially own (i) Series M-1 Warrants to purchase 4,437,062 shares of Common Stock and (ii) Series M-2 Warrants to purchase 2,366,433 shares of Common Stock (Series M-1 Warrants together with Series M-2 Warrants are referred to as the "Series M Warrants"). However, pursuant to the terms of the Series M Warrants, Castlerigg Master Investments Ltd. cannot exercise any of these Series M Warrants until such time as the Company elects to exercise its Mandatory Conversion Right (as defined in the Series M Warrants). Item 1. (a) Name of Issuer Raptor Networks Technology, Inc. (the "Company") (b) Address of Issuer's Principal Executive Offices 1241 E. Dyer Road, Suite 150 Santa Ana, California 92705 Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office Item 2(c). Citizenship CASTLERIGG MASTER INVESTMENTS LTD. ---------------------------------- c/o Citico Fund Services (Curacao) N.V. Kaya Flamboyan 9 P.O. Box 812 Curacao, Netherlands, Antilles Citizenship: British Virgin Islands SANDELL ASSET MANAGEMENT CORP. ------------------------------ 40 West 57th Street, 26th Floor New York, New York 10019 Citizenship: Cayman Islands, British West Indies CASTLERIGG INTERNATIONAL LIMITED -------------------------------- c/o Citico Fund Services (Curacao) N.V. Kaya Flamboyan 9 CUSIP No. 75382A107 13G Page 8 of 14 Pages P.O. Box 812 Curacao, Netherlands, Antilles Citizenship: British Virgin Islands CASTLERIGG INTERNATIONAL HOLDINGS LIMITED ----------------------------------------- c/o Citico Fund Services (Curacao) N.V. Kaya Flamboyan 9 P.O. Box 812 Curacao, Netherlands, Antilles Citizenship: British Virgin Islands THOMAS E. SANDELL ----------------- 40 West 57th Street, 26th Floor New York, New York 10019 Citizenship: Sweden The entities and person listed above are collectively referred to herein as "Reporting Persons". Item 2(d) Title of Class of Securities Shares of Common Stock, $0.001 par value ("Common Stock") Item 2(e) CUSIP Number 75382A107 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) [ ] 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) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 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) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] 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. CUSIP No. 75382A107 13G Page 9 of 14 Pages (a) Amount beneficially owned: As of the date of this filing, each of Castlerigg Master Investment Funds Ltd., Sandell Asset Management Corp., Castlerigg International Limited, Castlerigg International Holdings Limited and Thomas E. Sandell may be deemed the beneficial owner (i) Senior Notes convertible into 9,836,502 shares of Common Stock, (ii) Amended and Restated Notes convertible into 3,640,666 shares of Common Stock, (iii) Series L-1 Warrants to purchase 13,652,498 shares of Common Stock and (iv) Series L-2 Warrants to purchase 7,281,332 shares of Common Stock, all owned by Castlerigg Master Investments Ltd. As set forth in the terms of the Notes and the Series L Warrants, the number of shares of Common Stock into which the Notes and the Series L Warrants are convertible or exercisable (as applicable) is limited to the number of shares that would result in the Reporting Persons having aggregate beneficial ownership of not more than 9.99% of the total issued and outstanding shares of Common Stock (the "Blocker"). Sandell Asset Management Corp. is the investment manager of Castlerigg Master Investments Ltd. Thomas E. Sandell is the controlling shareholder of Sandell Asset Management Corp. Castlerigg International Ltd. is the controlling shareholder of Castlerigg International Holdings Ltd., which is the controlling shareholder of Castlerigg Master Investments Ltd. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of Sandell Asset Management Corp., Castlerigg International Limited, Castlerigg International Holdings Limited and Thomas E. Sandell disclaims beneficial ownership of the shares of Common Stock owned by Castlerigg Master Investments Ltd. (b) Percent of class: The Company's Quarterly Report on Form 10-QSB that was filed on May 15, 2007, indicates there were 58,897,852 shares of Common Stock outstanding as of May 8, 2007. Therefore, based on the Company's outstanding shares of Common Stock and subject to the Blocker, Castlerigg Master Investments Ltd., Sandell Asset Management Corp., Castlerigg International Limited, Castlerigg International Holdings Limited and Thomas E. Sandell may each be deemed to beneficially own 9.99% of the outstanding shares of Common Stock of the Company. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. (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 See Item 4(a) (iii) Sole power to dispose or to direct the disposition of 0 CUSIP No. 75382A107 13G Page 10 of 14 Pages (iv) Shared power to dispose or to direct the disposition of See Item 4(a) Item 5. Ownership of Five Percent or Less of a Class Not applicable. 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 or Control Person Not applicable. Item 8. Identification and Classification of Members of the Group See Exhibit I. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below each of the undersigned 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 are not held in connection with or as a participant in any transaction having that purpose or effect. Exhibits: Exhibit I: Joint Filing Agreement, dated as of June 11, 2007, by and among Castlerigg Master Investments Ltd., Sandell Asset Management Corp., Castlerigg International Limited, Castlerigg International Holdings Limited and Thomas E. Sandell. Exhibit II: Powers of Attorney of Thomas E. Sandell, dated June 11, 2007. CUSIP No. 75382A107 13G Page 11 of 14 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: June 11, 2007 CASTLERIGG MASTER INVESTMENTS LTD. SANDELL ASSET MANAGEMENT CORP. BY: SANDELL ASSET MANAGEMENT CORP., its Investment Manager By: /s/ Thomas E. Sandell By: /s/ Thomas E. Sandell ----------------------------- ----------------------------- Name: Thomas E. Sandell Name: Thomas E. Sandell Title: Chief Executive Officer Title: Chief Executive Officer CASTLERIGG INTERNATIONAL LIMITED CASTLERIGG INTERNATIONAL HOLDINGS LIMITED BY: SANDELL ASSET MANAGEMENT CORP., BY: SANDELL ASSET MANAGEMENT CORP., its Investment Manager its Investment Manager By: /s/ Thomas E. Sandell By: /s/ Thomas E. Sandell ----------------------------- ----------------------------- Name: Thomas E. Sandell Name: Thomas E. Sandell Title: Chief Executive Officer Title: Chief Executive Officer /s/ Thomas E. Sandell - --------------------------------- THOMAS E. SANDELL CUSIP No. 75382A107 13G Page 12 of 14 Pages EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.001 par value, of Raptor Networks Technology, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated as of June 11, 2007 CASTLERIGG MASTER INVESTMENTS LTD. SANDELL ASSET MANAGEMENT CORP. BY: SANDELL ASSET MANAGEMENT CORP., its Investment Manager By: /s/ Thomas E. Sandell By: /s/ Thomas E. Sandell ----------------------------- ----------------------------- Name: Thomas E. Sandell Name: Thomas E. Sandell Title: Chief Executive Officer Title: Chief Executive Officer CASTLERIGG INTERNATIONAL LIMITED CASTLERIGG INTERNATIONAL HOLDINGS LIMITED BY: SANDELL ASSET MANAGEMENT CORP., BY: SANDELL ASSET MANAGEMENT CORP., its Investment Manager its Investment Manager By: /s/ Thomas E. Sandell By: /s/ Thomas E. Sandell ----------------------------- ----------------------------- Name: Thomas E. Sandell Name: Thomas E. Sandell Title: Chief Executive Officer Title: Chief Executive Officer /s/ Thomas E. Sandell - ----------------------------- Thomas E. Sandell CUSIP No. 75382A107 13G Page 13 of 14 Pages POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that Castlerigg Master Investments Ltd., whose signature appears below, constitutes and appoints each of Timothy O'Brien, Richard A. Gashler and Jamil French as its attorney-in-fact and agent for the undersigned solely for the purpose of executing reports required under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the same, with exhibits and appendices thereto, and other documents in connection therewith, with the Securities and Exchange Commission, thereby ratifying and confirming all that each said attorney-in-fact may do or cause to be done by virtue hereof. Dated: June 11, 2007 CASTLERIGG MASTER INVESTMENTS LTD. By: Sandell Asset Management Corp. its Investment Manager By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that Sandell Asset Management Corp., whose signature appears below, constitutes and appoints each of Timothy O'Brien, Richard A. Gashler and Jamil French as its attorney-in-fact and agent for the undersigned solely for the purpose of executing reports required under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the same, with exhibits and appendices thereto, and other documents in connection therewith, with the Securities and Exchange Commission, thereby ratifying and confirming all that each said attorney-in-fact may do or cause to be done by virtue hereof. Dated: June 11, 2007 SANDELL ASSET MANAGEMENT CORP. By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that Castlerigg International Limited, whose signature appears below, constitutes and appoints each of Timothy O'Brien, Richard A. Gashler and Jamil French as its attorney-in-fact and agent for the undersigned solely for the purpose of executing reports required under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the same, with exhibits and appendices thereto, and other documents in connection therewith, with the Securities and Exchange Commission, thereby ratifying and confirming all that each said attorney-in-fact may do or cause to be done by virtue hereof. Dated: June 11, 2007 CASTLERIGG INTERNATIONAL LIMITED By: Sandell Asset Management Corp. CUSIP No. 75382A107 13G Page 14 of 14 Pages its Investment Manager By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that Castlerigg International Holdings Limited, whose signature appears below, constitutes and appoints each of Timothy O'Brien, Richard A. Gashler and Jamil French as its attorney-in-fact and agent for the undersigned solely for the purpose of executing reports required under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the same, with exhibits and appendices thereto, and other documents in connection therewith, with the Securities and Exchange Commission, thereby ratifying and confirming all that each said attorney-in-fact may do or cause to be done by virtue hereof. Dated: June 11, 2007 CASTLERIGG INTERNATIONAL HOLDINGS LIMITED By: Sandell Asset Management Corp. its Investment Manager By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that Thomas E. Sandell, whose signature appears below, constitutes and appoints each of Timothy O'Brien, Richard A. Gashler and Jamil French as his attorney-in-fact and agent for the undersigned solely for the purpose of executing reports required under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the same, with exhibits and appendices thereto, and other documents in connection therewith, with the Securities and Exchange Commission, thereby ratifying and confirming all that each said attorney-in-fact may do or cause to be done by virtue hereof. Dated: June 11, 2007 /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell -----END PRIVACY-ENHANCED MESSAGE-----