-----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, EaVhek9SALu1eSDuP/jbnND+ecRtoBaDSKpMN9bs/eHqGnsAxpAkPXfGZBWBFUii LWiGff/1zoacJ87GRWWPPw== 0001005477-03-003232.txt : 20030806 0001005477-03-003232.hdr.sgml : 20030806 20030806132744 ACCESSION NUMBER: 0001005477-03-003232 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030804 FILED AS OF DATE: 20030806 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLD STANLEY P CENTRAL INDEX KEY: 0001234218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50350 FILM NUMBER: 03825724 BUSINESS ADDRESS: STREET 1: PO BOX 7774 CITY: BURBANK STATE: CA ZIP: 91510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DISNEY ROY E CENTRAL INDEX KEY: 0001234300 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50350 FILM NUMBER: 03825727 BUSINESS ADDRESS: STREET 1: P O BOX 7774 CITY: BURBANK STATE: CA ZIP: 91510 BUSINESS PHONE: 8189734240 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NETGEAR INC CENTRAL INDEX KEY: 0001122904 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 770419172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4401 GREAT AMERICAN PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4084955316 MAIL ADDRESS: STREET 1: 4401 GREAT AMERICAN PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95052 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAMROCK CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001257167 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50350 FILM NUMBER: 03825722 BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DRIVE CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8188454444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAMROCK HOLDINGS INC CENTRAL INDEX KEY: 0001085480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50350 FILM NUMBER: 03825725 BUSINESS ADDRESS: STREET 1: C/O SHAMROCK CAPITAL ADVISORS INC STREET 2: 4444 LAKESIDE DRIVE CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8189734225 MAIL ADDRESS: STREET 1: C/O SHAMROCK CAPTIAL ADVISORS INC STREET 2: 4444 LAKESIDE DRIVE CITY: BURBANK STATE: CA ZIP: 91505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAMROCK HOLDINGS OF CALIFORNIA INC CENTRAL INDEX KEY: 0000911312 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50350 FILM NUMBER: 03825723 BUSINESS ADDRESS: STREET 1: 350 S GRAND AVE STREET 2: STE 3200 CITY: LOS ANGELES STATE: CA ZIP: 900713459 BUSINESS PHONE: 8188454444 MAIL ADDRESS: STREET 1: 350 S GRAND AVE STREET 2: STE 3200 CITY: LOS ANGELES STATE: CA ZIP: 900713459 FORMER NAME: FORMER CONFORMED NAME: SHAMROCK HOLDINGS INC/ DATE OF NAME CHANGE: 19940513 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAMROCK CAPITAL GROWTH FUND LP CENTRAL INDEX KEY: 0001135821 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50350 FILM NUMBER: 03825726 BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DRIVE CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8188454444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 4 1 edgar123.xml FORM 4 X0201 4 2003-08-04 0 0001122904 NETGEAR INC NTGR 0001135821 SHAMROCK CAPITAL GROWTH FUND LP 4444 LAKESIDE DR BURBANK CA 91505 0 0 1 0 0001234300 DISNEY ROY E 4444 LAKESIDE DRIVE BURBANK, CALIFORNIA 91505 0 0 1 0 0001234218 GOLD STANLEY P 4444 LAKESIDE DRIVE BURBANK, CALIFORNIA 91505 0 0 1 0 0000911312 SHAMROCK HOLDINGS OF CALIFORNIA INC 4444 LAKESIDE DRIVE BURBANK, CALIFORNIA 91505 0 0 1 0 0001085480 SHAMROCK HOLDINGS INC 4444 LAKESIDE DRIVE BURBANK, CALIFORNIA 91505 0 0 1 0 0001257167 SHAMROCK CAPITAL PARTNERS LLC 4444 LAKESIDE DRIVE BURBANK, CALIFORNIA 91505 0 0 1 0 Common Stock 2003-08-04 4 C 0 4597501 A 4597501 D Common Stock 2003-08-04 4 C 0 4597501 A 4597501 I See Common Stock 2003-08-04 4 X 0 198593 1.29 A 198593 I See Series A Preferred Stock 2003-08-04 4 C 0 2068809 0 D Common Stock 2068809 0 D Series C Preferred Stock 2003-08-04 4 C 0 2528692 0 D Common Stock 2528692 0 D Series A Preferred Stock 2003-08-04 4 C 0 2068809 0 D Common Stock 2068809 0 I See Series C Preferred Stock 2003-08-04 4 C 0 2528692 0 D Common Stock 2528692 0 I See Warrant (right to buy) 1.29 2003-08-04 4 X 0 218750 0 D 2003-08-04 Common Stock 218750 0 I See Upon the closing of the Issuer's initial public offering on August 4, 2003, each share of Series A and Series C Preferred Stock referenced in Table II below was automatically converted into one share of Issuer common stock (the "Shares"). Directly owned by Shamrock Capital Growth Fund, L.P. ("SCGF"). Directly owned by SCGF. Shamrock Capital Partners, L.L.C. ("SCP") is the General Partner of SCGF. Stanley P. Gold and Shamrock Holdings of California, Inc. ("SHOC") are each a Managing Member of SCP. SHOC is also a limited partner of SCGF. Shamrock Holdings, Inc. ("SHI") is the sole stockholder of SHOC. Roy E. Disney is the Chairman of the Board of Directors of SHI and may be deemed a controlling stockholder of both SHI and SHOC. Mr. Gold is a Director and President of both SHI and SHOC. Each of SCP, SHOC, Mr. Gold, SHI and Mr. Disney may be deemed for purposes of Section 16 of the Exchange Act of 1934, as amended, to be indirect beneficial owners of the Shares. SCP, SHOC, Mr. Gold, SHI and Mr. Disney disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person is a beneficial owner of the Shares for purposes of Section 16 or for any other purpose. Directly owned by Shamrock Capital Advisors, Inc. ("SCA"). These shares (the "Warrant Shares") were issued pursuant to the net exercise provisions of the warrant previously directly owned by SCA and referenced in Table II below. Mr. Disney is the Chairman of the Board of Directors of SCA and may be deemed a controlling stockholder of SCA. Mr. Gold is the President and a Managing Director of SCA and may be deemed a controlling stockholder of SCA. Accordingly, Mr. Disney and Mr. Gold may be deemed the indirect beneficial owners of the Warrant Shares. Each of Disney and Gold disclaim beneficial ownership of the Warrant Shares except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are beneficial owners of such securities for purposes of Section 16 or for any other purpose. These securities were exercisable immediately. These shares did not have an expiration date. SCGF directly owned prior to their conversion into the Shares on August 4, 2003. Previously directly owned by SCGF prior to their conversion into the Shares on August 4, 2003. Each of SCP, SHOC, Mr. Gold, SHI and Mr. Disney may be deemed for purposes of Section 16 of the Exchange Act of 1934, as amended, to have been indirect beneficial owners of these securities. SCP, SHOC, Mr. Gold, SHI and Mr. Disney disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person is a beneficial owner of these securities for purposes of Section 16 or for any other purpose. Previously directly owned by SCA. The warrant was issued to and acquired by SCA on March 13, 2002 in consideration of services rendered to the Issuer. SCA provides management and advisory services to SCGF pursuant to a management agreement between SCGF and SCA. The advisory fees payable to SCA by SCGF will be reduced by a credit equal to 50% of the value SCA is deemed to receive upon exercise of the warrant. SCGF, SCP, SHOC, SHI, Mr. Disney and Mr. Gold disclaim beneficial ownership of the warrant or the Warrant Shares except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are beneficial owners of such warrant or the Warrant Shares for purposes of Section 16 or for any other purpose. Stephen D. Royer, as Executive Vice President of Shamrock Capital Partners, L.L.C., the General Partner of Shamrock Capital Growth Fund, L.P. 2003-08-06 Roy E. Disney 2003-08-06 Stanley P. Gold 2003-08-06 Stanley P. Gold, as President of Shamrock Holdings of California, Inc. 2003-08-06 Stanley P. Gold, as President of Shamrock Holdings, Inc. 2003-08-06 Stephen D. Royer, as Executive Vice President of Shamrock Capital Partners, L.L.C. 2003-08-06 -----END PRIVACY-ENHANCED MESSAGE-----