-----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, HSNbr0ZqlkAbeYOxYDt0MkSPx0E0xBhLKsplzPuQbxYE87fk8yRFcmVg5B9sK2Tv Jiy9SujkKaxKQGrX3tRSmQ== 0001104659-04-005159.txt : 20040219 0001104659-04-005159.hdr.sgml : 20040219 20040219151101 ACCESSION NUMBER: 0001104659-04-005159 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040219 GROUP MEMBERS: SHAMROCK CAPITAL ADVISORS, INC. GROUP MEMBERS: SHAMROCK CAPITAL PARTNERS, L.L.C. GROUP MEMBERS: SHAMROCK HOLDINGS OF CALIFORNIA, INC. GROUP MEMBERS: STANLEY P. GOLD SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79527 FILM NUMBER: 04615916 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAMROCK CAPITAL GROWTH FUND LP CENTRAL INDEX KEY: 0001135821 IRS NUMBER: 954826983 FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 a04-2677_1sc13g.htm SC 13G

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

NETGEAR, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

64111Q104

(CUSIP Number)

 

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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).

 



 

CUSIP No.  64111Q104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Shamrock Capital Growth Fund, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,597,501

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
4,597,501

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,597,501

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Shamrock Capital Partners, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,597,501

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
4,597,501

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,597,501

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Shamrock Holdings of California, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
4,597,501

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
4,597,501

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,597,501

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.1%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Stanley P. Gold

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
4,597,501

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
4,597,501

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,597,501

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Shamrock Capital Advisors, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
198,593

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
198,593

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
198,593

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.7%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

6



 

Item 1.

 

(a)

Name of Issuer
NETGEAR, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
4500 Great American Parkway

Santa Clara, CA 95054

 

Item 2.

 

(a)

Name of Person Filing

 

The statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

 

(1)           Shamrock Capital Growth Fund, L.P. (the “Fund”);

 

 

(2)           Shamrock Capital Partners, L.L.C. (“SCP”);

 

 

(3)           Shamrock Holdings of California, Inc. (“SHOC”);

 

 

(4)           Stanley P. Gold; and

 

 

(5)           Shamrock Capital Advisors, Inc. (“SCA”)

 

(b)

Address of Principal Business Office or, if none, Residence

 

 

 

 

 

The address of the principal business office for each of the Reporting Persons is 4444 Lakeside Drive, Burbank, CA 91505.

 

(c)

Citizenship

(1) The Fund is a Delaware limited partnership.


(2) SCP is a Delaware limited liability company.


(3) SHOC is a California corporation.


(4) Mr. Gold is a citizen of the United States.


(5) SCA is a Delaware corporation.

 

(d)

Title of Class of Securities
Common Stock, par value $0.001 per share.

 

(e)

CUSIP Number
64111Q104

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

7



 

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.

 

(a)

Amount beneficially owned:   

 

(1)     The Fund may be deemed to beneficially own the 4,597,501 Shares directly held by it.

(2)     SCP, as the general partner of the Fund, may be deemed to beneficially own the 4,597,501 Shares held by the Fund.

(3)     Stanley P. Gold and SHOC, as the managing members of SCP, may each be deemed to beneficially own the 4,597,501 Shares held by the Fund.

(4)     SCA, which is a related party to the Fund, may be deemed to beneficially own the 198,593 Shares directly held by it.

(5)     After aggregating the Shares held by the Fund and SCA, the Reporting Persons may each be deemed to beneficially own 4,796,094 Shares.

Each of SCP, SHOC and Stanley P. Gold hereby disclaim beneficial ownership of the Shares which are the subject of this Schedule 13G, and nothing contained in this Schedule 13G shall be construed as an admission that any such person is, for the purposes of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise, the beneficial owner of any securities covered by this Schedule 13G.

In addition, the Fund disclaims beneficial ownership of those Shares held by SCA, and SCA disclaims beneficial ownership of those Shares held by the Fund.  Nothing contained in this Schedule 13G shall be construed as an admission that either the Fund, on the one hand, or SCA, on the other, is, for the purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of any Shares held by SCA or the Fund, respectively.

 

(b)

Percent of class:   

 

Based upon the 28,541,316 Shares reported as issued and outstanding in the Issuer’s most recent quarterly report on Form 10-Q:

(1)     The 4,597,501 Shares which may be deemed to be beneficially owned by each of the Fund, SCP, Stanley P. Gold and SHOC represent 16.1% of the total number of the outstanding Shares;

(2)     The 198,593 Shares which may be deemed to be beneficially owned by SCA represent 0.7% of the total number of outstanding Shares; and

(3)     The 4,796,094 Shares which are the subject of this Schedule 13G represent 16.8% of the total number of outstanding Shares.

 

(c)

Number of shares as to which the person has:

 

8



 

 

The Fund:

 

 

 

(i)

Sole power to vote or to direct the vote    4,597,501

 

 

(ii)

Shared power to vote or to direct the vote     0

 

 

(iii)

Sole power to dispose or to direct the disposition of    4,597,501

 

 

(iv)

Shared power to dispose or to direct the disposition of    0

 

SCP:

 

 

 

(i)

Sole power to vote or to direct the vote    4,597,501

 

 

(ii)

Shared power to vote or to direct the vote     0

 

 

(iii)

Sole power to dispose or to direct the disposition of    4,597,501

 

 

(iv)

Shared power to dispose or to direct the disposition of    0

 

SHOC:

 

 

 

(i)

Sole power to vote or to direct the vote    0

 

 

(ii)

Shared power to vote or to direct the vote     4,597,501

 

 

(iii)

Sole power to dispose or to direct the disposition of    0

 

 

(iv)

Shared power to dispose or to direct the disposition of    4,597,501

 

Stanley P. Gold:

 

 

(i)

Sole power to vote or to direct the vote    0

 

 

(ii)

Shared power to vote or to direct the vote     4,597,501

 

 

(iii)

Sole power to dispose or to direct the disposition of    0

 

 

(iv)

Shared power to dispose or to direct the disposition of    4,597,501

 

SCA:

 

 

 

(i)

Sole power to vote or to direct the vote    198,593

 

 

(ii)

Shared power to vote or to direct the vote     0

 

 

(iii)

Sole power to dispose or to direct the disposition of    198,593

 

 

(iv)

Shared power to dispose or to direct the disposition of    0

 

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

The partners of the Fund have a right to receive dividends or distributions paid with respect to, or proceeds from the sale of, the Shares held by the Fund in accordance with their interests in the Fund, on the terms of, and subject to the conditions set forth in, the Fund’s partnership agreement.

 

9



 

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

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

Not applicable.

 

10



 

Signature

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Date: February 19, 2004

 

 

 

SHAMROCK CAPITAL GROWTH FUND, L.P.

 

 

 

 

By:

Shamrock Capital Partners, L.L.C.,

 

 

Its General Partner

 

 

 

 

 

 

 

By:

 

/s/ Stephen D. Royer

 

 

 

  Name:

Stephen D. Royer

 

 

  Title:

Executive Vice President

 

 

 

 

 

SHAMROCK CAPITAL PARTNERS, L.L.C.

 

 

 

 

 

 

By:

 

/s/ Stephen D. Royer

 

 

 

  Name:

Stephen D. Royer

 

 

  Title:

Executive Vice President

 

 

 

 

 

SHAMROCK CAPITAL ADVISORS, INC.

 

 

 

 

 

 

By:

 

/s/ Stephen D. Royer

 

 

 

  Name:

Stephen D. Royer

 

 

  Title:

Managing Director

 

 

 

 

 

 

 

STANLEY P. GOLD

 

 

 

 

 

 

 

 

   /s/ Stanley P. Gold

 

 

11



 

 

SHAMROCK HOLDINGS OF CALIFORNIA, INC.

 

 

 

 

 

 

 

By:

 

/s/ Stanley P. Gold

 

 

 

 Name: Stanley P. Gold

 

 

 Title: President and Chief Executive Officer

 

12



 

Exhibit Index

 

 

 

 

 

Document

 

 

 

 

 

Exhibit 1

 

 

Joint Filing Agreement, among, the Fund, SCP, SHOC, Stanley P. Gold and SCA.

 

13


EX-1 3 a04-2677_1ex1.htm EX-1

Exhibit 1

 

AGREEMENT

 

JOINT FILING OF SCHEDULE 13G

 

Each of the undersigned hereby agrees to file jointly the Schedule 13G to which this Agreement is attached, and any amendments to the Schedule 13G (the “Schedule 13G”) filed with respect to the common stock, par value $0.001 per share, of NETGEAR, Inc. which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13G, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

 

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Schedule 13G, and any future amendments to the Schedule 13G, filed on behalf of each of the parties hereto.

 

Date:                    February 19, 2004

 

 

SHAMROCK CAPITAL GROWTH FUND, L.P.

 

 

 

 

 

By:

Shamrock Capital Partners, L.L.C.,

 

 

Its General Partner

 

 

 

By:

/s/ Stephen D. Royer

 

 

 

Name:

Stephen D. Royer

 

 

Title:

Executive Vice President

 

 

 

SHAMROCK CAPITAL PARTNERS, L.L.C.

 

 

 

 

 

By:

/s/ Stephen D. Royer

 

 

 

Name:

Stephen D. Royer

 

 

Title:

Executive Vice President

 



 

 

 

 

 

 

 

SHAMROCK CAPITAL ADVISORS, INC.

 

 

 

 

 

 

 

 

 

By:

/s/ Stephen D. Royer

 

 

 

Name:

Stephen D. Royer

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

SHAMROCK HOLDINGS OF CALIFORNIA, INC.

 

 

 

 

 

By:

/s/ Stanley P. Gold

 

 

 

Name:

Stanley P. Gold

 

 

Title:

President and Chief Executive Officer

 

 

 

 

 

STANLEY P. GOLD

 

 

 

 

 

 

 

 

 

/s/ Stanley P. Gold

 

 


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