SC 13D/A 1 file001.htm SCHEDULE 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*

Audible, Inc.
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(Name of Issuer)

Common Stock, par value $0.01 per share
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(Title of Class of Securities)

05069A 10 4
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(CUSIP Number)

Robert M. Friedman, Esq.
Swidler Berlin Shereff Friedman, LLP
405 Lexington Avenue
New York, New York 10174
(212) 973-0111
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

November 23, 2004
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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.

* 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
disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13D

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CUSIP NO.05069A 10 4 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)

APAX MANAGERS, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]

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3 SEC USE ONLY

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4 SOURCE OF FUNDS*

OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]

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6 CITIZENSHIP OR PLACE OF ORGANIZATION

NEW YORK
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7 SOLE VOTING POWER 5,897,334

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8 SHARED VOTING POWER 0
Number of Shares
Beneficially Owned by ---------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 5,897,334
Person with
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10 SHARED DISPOSITIVE POWER 0

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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,897,334

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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]

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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.41%

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14 TYPE OF REPORTING PERSON*
CO

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*See instructions before filling out!

Page 2 of 7 sequentially numbered pages

This Amendment No. 2 to the Statement on Schedule 13D amends and
supplements the Statement on Schedule 13D relating to the event date of August
1, 2003, filed by Apax Managers, Inc. (the "Schedule 13D") and Amendment No. 1
to the Schedule 13D relating to an event date of February 6, 2004, filed by Apax
Managers, Inc. ("Amendment No. 1").

This Amendment No. 2 to the Schedule 13D is filed by the Filing Person
in accordance with the Exchange Act Rule 13d-2, and it shall refer only to the
information that has materially changed since the filing of Amendment No. 1.

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.

Item 5 is amended to read in its entirety as follows:

Based upon the information provided by the Company in its prospectus
dated November 17, 2004, the total number of shares of Common Stock outstanding
was 21,511,952 as of November 15, 2004.

(a) As of the date hereof, the Filing Person may be deemed to
beneficially own an aggregate of 5,897,334 shares of Common Stock, representing
in the aggregate approximately 27.41% of the outstanding Common Stock, based on
calculations made in accordance with Rule 13d-3(d) of the Act, including 333,332
shares issuable upon exercise of warrants.

Neither the Filing Person nor, to the knowledge of the Filing Person,
(w) the Excelsior VI Funds, (x) the General Partner of the Excelsior VI Funds
and (y) the persons listed on Schedule A hereto beneficially owns any shares of
Common Stock other than as set forth herein.

(b) The Filing Person has the sole power to vote or direct the vote and
to dispose or to direct the disposition of all 5,897,334 shares of Common Stock
deemed beneficially owned by it.

(c) Except as described in Item 6 below, no transactions in the
securities of the Company were effected by the Filing Person, or, to its
knowledge, any of (w) the Excelsior VI Funds, (x) the General Partner of the
Excelsior VI Funds and (y) the persons listed on Schedule A hereto, during the
past sixty days.

(d) Except for the Excelsior VI Funds that may have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any securities of the Company, no other person is known by the
Filing Person to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any securities of the Company
beneficially owned by the Filing Person.

(e) Not applicable.

Page 3 of 7 sequentially numbered pages

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

On November 17, 2004, in connection with the public offering of shares
of Common Stock by the Excelsior VI Funds and certain other persons, Excelsior
VI Funds entered into an Underwriting Agreement (the "Underwriting Agreement")
with Citigroup Global Markets Inc. and several other underwriters, as
representatives of the several underwriters named therein, the Company, and
certain other persons referred to as the Selling Stockholders therein. Pursuant
to the Underwriting Agreement (1) Apax Excelsior VI, L.P. sold 2,392,600 shares
of Common Stock, (2) Apax Excelsior VI-A, C.V. sold 195,440 shares of Common
Stock, (3) Apax Excelsior VI-B, C.V. sold 130,200 shares of Common Stock, and
(4) Patricof Private Investment Club III, L.P. sold 81,760 shares of Common
Stock. The transactions contemplated by the Underwriting Agreement were
consummated on November 23, 2004.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 Underwriting Agreement dated as of November 17, 2004, by and
among Citigroup Global Markets, Inc. and several other
underwriters as representatives of the several underwriters named
therein, the Company, Excelsior VI Funds and the other persons
named therein.

Page 4 of 7 sequentially numbered pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.

Dated: November 23, 2004 APAX MANAGERS, INC.

By: /s/ George M. Jenkins
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George M. Jenkins
Vice President

Page 5 of 7 sequentially numbered pages

EXHIBIT INDEX

1. Underwriting Agreement dated as of November 17, 2004, by and among
Citigroup Global Markets, Inc. and several other underwriters as
representatives of the several underwriters named therein, the Company,
Excelsior VI Funds and the other persons named therein.

Page 6 of 7 sequentially numbered pages

SCHEDULE A

The name, title and present principal occupation of each director and
executive officer of Apax Managers, Inc. (the "Apax Managers") are set forth
below.

The principal business address of each director and executive officer
of Apax Managers is c/o Apax Partners, Inc. ("Apax Partners"), 445 Park Avenue,
11th Floor, New York, New York 10022

Each director and executive officer of Apax Managers is a citizen of
the United States.

NAME TITLE PRINCIPAL OCCUPATION
---- ----- --------------------

Gregory M. Case Director and Vice President Vice President and Managing Director
of Apax Partners, Inc.

George M. Jenkins Director and Vice President Vice President and Managing Director
of Apax Partners, Inc.

David Landau Director and Vice President Vice President and Managing Director
of Apax Partners, Inc.

Lori Rafield Director and Vice President Vice President and Managing Director
of Apax Partners, Inc.

Salem D. Shuchman Director and Vice President Vice President and Managing Director
of Apax Partners, Inc.

Paul Vais Director and Vice President Vice President and Managing Director
of Apax Partners, Inc.

Page 7 of 7 sequentially numbered pages