-----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, IEkYbOTOAlMgTSlWzLr56vSitBibqNoT64Ug7UEaGWm9qeY8dLt5u3RkT3oHQg7b wjIs9gK+F6cp4HvfVmAPQw== 0000950124-04-003959.txt : 20040820 0000950124-04-003959.hdr.sgml : 20040820 20040820170010 ACCESSION NUMBER: 0000950124-04-003959 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040820 GROUP MEMBERS: JEFFERY G. EDWARDS GROUP MEMBERS: JGE CAPITAL MANAGEMENT, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EAST PEAK PARTNERS L P CENTRAL INDEX KEY: 0001010777 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 101 CALIFORNIA ST STREET 2: STE 4050 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156753200 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK EQUIPMENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0000752431 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 942904044 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39132 FILM NUMBER: 04989479 BUSINESS ADDRESS: STREET 1: 6900 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555-3660 BUSINESS PHONE: 5107137300 MAIL ADDRESS: STREET 1: 6900 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555-3660 SC 13D/A 1 v01423sc13dza.txt SCHEDULE 13D/A Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13-d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1)* NETWORK EQUIPMENT TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 641 208 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) East Peak Partners, L.P. 101 California Street, Suite 4050 San Francisco, CA 941115 (415) 675-3200 with a copy to: Phillip Gordon Perkins Coie LLP 131 S. Dearborn Street, Suite 1700 Chicago, IL 60603-5559 (312) 324-8400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 13, 2004 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 24013d-1(f) or 24013d-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 Section 240.13d-7 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). - ---------- Page 1 of 11 Schedule 13D SCHEDULE 13D - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF 1 ABOVE PERSONS (Entities Only) EAST PEAK PARTNERS, L.P. 94-3238955 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [ ] (b) X - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (See Instructions) 4 WC - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 CALIFORNIA - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 2,300,000 NUMBER OF ------------------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 2,300,000 PERSON ------------------------------------------------------------- WITH SHARED DISPOSITIVE POWER 10 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,300,000 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 12 [ ] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.5% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (See Instructions) 14 PN - -------------------------------------------------------------------------------- Page 2 of 11 Schedule 13D - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF 1 ABOVE PERSONS (Entities Only) JGE CAPITAL MANAGEMENT, LLC 94-3236500 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [ ] (b) X - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (See Instructions) 4 Not Applicable - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 CALIFORNIA - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 2,300,000 (see Item 5) NUMBER OF ------------------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 2,300,000 (see Item 5) PERSON ------------------------------------------------------------- WITH SHARED DISPOSITIVE POWER 10 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,300,000 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 12 [ ] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.5% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (See Instructions) 14 PN - -------------------------------------------------------------------------------- Page 3 of 11 Schedule 13D CUSIP No. 640 208 10 3 - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF 1 ABOVE PERSONS (Entities Only) JEFFREY G. EDWARDS - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [ ] (b) X - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (See Instructions) 4 Not Applicable - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 2,300,000 (see Item 5) NUMBER OF ------------------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 2,300,000 (see Item 5) PERSON ------------------------------------------------------------- WITH SHARED DISPOSITIVE POWER 10 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,300,000 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 12 [ ] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.5% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (See Instructions) 14 IN - -------------------------------------------------------------------------------- - ---------- Page 4 of 11 Schedule 13D This Amendment No. 1 amends, supplements and restates the Schedule 13D filed with the Securities and Exchange Commission on July 27, 2004. Item 1. Security and Issuer. The class of securities to which this statement relates is the common stock, par value $0.01 per share (the "Common Stock") of Network Equipment Technologies, Inc. (the "Issuer"), a Delaware corporation whose principal place of business and executive offices are located at 6900 Paseo Padre Parkway, Fremont, CA 94555. Item 2. Identity and Background. (a) This statement is being filed by the following persons: East Peak Partners, L.P., a California limited partnership ("East Peak"), JGE Capital Management, LLC, a California limited liability company ("JGE Capital") and Jeffrey G. Edwards ("Mr. Edwards") (the "Reporting Persons") pursuant to Rule 13d1(k)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"). The sole general partner of East Peak is JGE Capital. The President and Principal of JGE Capital is Mr. Edwards. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. (b) - (c) East Peak East Peak is a California limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of East Peak, which also serves as its principal office, is 101 California Street, Suite 4050, San Francisco, California 94111. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to JGE Capital, the sole general partner of East Peak, is set forth below. JGE Capital JGE Capital is a California limited liability company, the principal business of which is serving as the sole general partner of East Peak. The principal business address of JGE Capital, which also serves as its principal office, is 101 California Street, Suite 4050, San Francisco, California 94111. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to Mr. Edwards, the President and sole Principal of JGE Capital is set forth below. Mr. Edwards Mr. Edwards' business address is 101 California Street, Suite 4050, San Francisco, California 94111. His present principal occupation is serving as the President and Principal of JGE Capital. The principal business of JGE Capital is serving as the sole general partner of East Peak. The principal address of JGE Capital, which also serves as its principal office, is 101 California Street, Suite 4050, San Francisco, California 94111. Mr. Edwards is the sole controlling person of JGE Capital, the sole general partner of East Peak. There are no directors of JGE Capital. Mr. Edwards is the President and the sole Principal of JGE Capital. The only other executive officer of JGE Capital is his wife, Victoria J. Edwards, who serves as Treasurer of JGE Capital. Mrs. Edwards' business address is 101 California Street, Suite 4050, San Francisco, California 94111. Her principal occupation is homemaker. Page 5 of 11 Schedule 13D (d) and (e) None of the Reporting Persons nor any other person named in this Item 2 has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The source and amount of the funds used or to be used by the Reporting Persons to purchase shares of Common Stock (the "Shares") are as follows:
Name Source of Funds Amount of Funds ---- --------------- --------------- East Peak Working Capital $ 16,768,663.51 JGE Capital Not Applicable Not Applicable Mr. Edwards Not Applicable Not Applicable
As used herein, the term "Working Capital" includes income from the business operations of the entity and funds committed to the entity plus sums borrowed from banks and brokerage firm margin accounts to operate such business in general. None of the funds reported herein as "Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Shares. $16,768,663.51 of the funds were used to purchase Shares of Common Stock. Item 4. Purpose of Transaction. The Reporting Persons have acquired the Shares reported herein for investment purposes. Consistent with such purposes, the Reporting Persons have had, and may have in the future, discussions with management of the Issuer and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investments in the Shares. The Reporting Persons expect that they will, from time to time, review their investment positions in the Issuer and may, depending on market and other conditions, increase or decrease their investment positions. Whether the Reporting Persons purchase any additional Shares or dispose of any Shares, and the amount and timing of any such transactions, will depend upon the Reporting Persons' individual continuing assessments of pertinent factors, including the availability of Shares for purchase at particular price levels, the Issuer's and the Reporting Person's businesses and prospects, other business investment opportunities available to the Reporting Persons, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the Board of directors and management of the Issuer, the availability and nature of opportunities to dispose of the Reporting Page 6 of 11 Schedule 13D Persons' interests in the Issuer and other plans and requirements of the Reporting Persons. Depending upon their individual assessments of these factors from time to time, the Reporting Persons may change their present intentions as stated above, including determining to acquire additional Shares (by means of open market or privately negotiated purchases) or to dispose of some or all of the Shares held by them or under their control. Except as stated above, none of the Reporting Persons has any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange Commission. Item 5. Interest in Securities of the Issuer. (a) Percentage interest calculations for each of the Reporting Persons are based on the Issuer having 24,285,184 shares of Common Stock outstanding as of July 23, 2004, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2004. (b) East Peak The aggregate number of Shares that East Peak owns beneficially pursuant to Rule 13d-3 of the Act, is 2,300,000 Shares, which constitutes approximately 9.5% of the outstanding shares of Common Stock. JGE Capital Because of its position as the sole general partner of East Peak, JGE Capital may, pursuant to Rule 13d-3 of the Act, be deemed to be beneficial owner of 2,300,000 Shares, which constitutes approximately 9.5% of the outstanding shares of Common Stock. Mr. Edwards Because of his position as the control person of JGE Capital, Mr. Edwards may, pursuant to Rule 13d-3 of the Act, be deemed to be beneficial owner of 2,300,000 Shares, which constitutes approximately 9.5% of the outstanding shares of Common Stock. (c) Since July 27, 2004, the date of the Reporting Person's most recent filing on Schedule 13D, and through the date of this filing, East Peak has purchased in open market transactions on the National Association of Securities Dealers Automated Quotation System (Nasdaq) shares of Common Stock as set forth in Schedule I attached hereto. Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transaction in shares of the Common Stock since July 27, 2004 and through the date of this filing. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by such Reporting Person. (e) It is inapplicable for the purposes herein to state the date in which the Reporting Persons ceased to be the owners of more than five percent (5%) of the outstanding shares of Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Page 7 of 11 Schedule 13D Except as set forth herein or in the Exhibits filed herewith, there are no other contracts, arrangements, understandings or relationships of the type required to be disclosed in response to Item 6 of Schedule 13D of the Act with respect to the Shares owned by the Reporting Persons. Item 7. Material to be Filed as Exhibits. Exhibit Document Description - ------- -------------------- A Agreement Pursuant to Rule 13d-1(k)(1)(iii) Page 8 of 11 Schedule 13D 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: August 20, 2004 EAST PEAK PARTNERS, L.P. By: JGE CAPITAL MANAGEMENT, LLC Its: General Partner By: /s/ Jeffrey G. Edwards ---------------------- Jeffrey G. Edwards Its: Principal JGE CAPITAL MANAGEMENT, LLC By: /s/ Jeffrey G. Edwards ---------------------- Jeffrey G. Edwards Its: Principal /s/ Jeffrey G. Edwards ---------------------- Jeffrey G. Edwards Page 9 of 11 SCHEDULE 13D SCHEDULE I TO SCHEDULE 13D FOR EAST PEAK PARTNERS, L.P.
PRICE WHERE/HOW REPORTING DATE OF NUMBER OF PER TRANSACTION PERSON TRANSACTION TYPE SHARES(#) TOTAL COST($) SHARE($) EFFECTED - --------- ----------- ---- ---------- ------------- -------- ------------ East Peak 08/05/04 Buy 135,000 938,182.50 6.9495 Open Market/Broker East Peak 08/06/04 Buy 65,000 431,860.00 6.6440 Open Market/Broker East Peak 08/12/04 Buy 18,700 115,753.00 6.1900 Open Market/Broker East Peak 08/13/04 Buy 30,500 189,356.20 6.2084 Open Market/Broker East Peak 08/16/04 Buy 9,000 58,100.40 6.4556 Open Market/Broker East Peak 08/17/04 Buy 16,400 106,962.44 6.5221 Open Market/Broker East Peak 08/18/04 Buy 400 2,608.00 6.5200 Open Market/Broker East Peak 08/19/04 Buy 19,000 128,493.20 6.7628 Open Market/Broker East Peak 08/20/04 Buy 6,000 40,639.80 6.7733 Open Market/Broker 300,000 2,011,955.54 6.7065
Page 10 of 11 Schedule 13D EXHIBIT A Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth herein below. DATED: August 20, 2004 EAST PEAK PARTNERS, L.P. By: JGE CAPITAL MANAGEMENT, LLC Its: General Partner By: /s/ Jeffrey G. Edwards ---------------------- Jeffrey G. Edwards Its: Principal JGE CAPITAL MANAGEMENT, LLC By: /s/ Jeffrey G. Edwards ---------------------- Jeffrey G. Edwards Its: Principal /s/ Jeffrey G. Edwards ---------------------- Jeffrey G. Edwards Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----