8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2003

Juniper Networks, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-26339	77-0422528
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

1194 North Mathilda Avenue, Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 745-2000

Item 5. Other Events

     On May 27, 2003, Juniper Networks, Inc. (the “Company”) issued the press release furnished as Exhibit 99.1 to this report. On May 28, 2003, the Company issued the press release furnished as Exhibit 99.2 to this report.

Item 7. Exhibits

(c) Exhibits

99.1	Press release issued on May 27, 2003
99.2	Press release issued on May 28, 2003

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	JUNIPER NETWORKS, INC.
Date: May 28, 2003	/s/ Lisa C. Berry Lisa C. Berry Vice President, General Counsel and Secretary

Exhibit Index

99.1	Press release issued on May 27, 2003
99.2	Press release issued on May 28, 2003

EX-99.1 3 f90548exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Investor Relations Contacts:
Randi Paikoff Feigin
Tel: 408-745-2371
randi@juniper.net Public Relations Contacts:
Kathy Durr
Tel: 408-745-5058
kdurr@juniper.net

Juniper Networks, Inc. Offers $350 Million in Senior Convertible Notes

SUNNYVALE, CA – May 27, 2003 — Juniper Networks, Inc. (NASDAQ: JNPR) today announced that it has agreed to sell 5-year zero-coupon senior convertible notes resulting in gross proceeds of $350 million, in a private offering. The notes will be convertible, under certain circumstances, into common stock of Juniper Networks. The initial purchaser of the notes will have an option to purchase additional notes which would result in additional gross proceeds to Juniper Networks of up to $50 million. Juniper Networks expects to use the net proceeds for general corporate purposes, which may include acquisitions and repurchases of its outstanding subordinated notes or its common stock.

This notice does not constitute an offer to sell, or the solicitation of an offer to buy, securities. Any offers of the securities will be made only by means of a private offering circular. The notes and the shares of common stock of Juniper Networks issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Juniper Networks
Juniper Networks transforms the business of networking by converting a commodity — bandwidth — into a dependable, secure, and highly valuable corporate asset. Founded in 1996 to meet the stringent demands of service providers, Juniper Networks is now relied upon by the world’s leading network operators, government agencies, research and education institutions, and information intensive enterprises as the foundation for uncompromising networks. Juniper Networks is headquartered in Sunnyvale, California. Additional information can be found at www.juniper.net.

Juniper Networks is registered in the U.S. Patent and Trademark Office and in other countries as a trademark of Juniper Networks, Inc. Broadband Cable Processor, ERX, ESP, G1, G10, G-series, Internet Processor, JUNOS, JUNOScript, M5, M10, M20, M40, M40e, M160, M-series, NMC-RX, SDX, ServiceGuard, T320, T640, T-series, UMC, and Unison are trademarks of Juniper Networks, Inc. All other trademarks, service marks, registered trademarks, or registered service marks are the property of their respective owners.

Actual results could differ materially from those anticipated in forward-looking statements in this release as a result of certain factors, including those set forth in the risk factors described in the Company’s SEC filings, including its most recent Form 10K.

EX-99.2 4 f90548exv99w2.htm EXHIBIT 99.2

EXHIBIT 99.2

Investor Relations Contacts:
Randi Paikoff Feigin
Tel: 408-745-2371
randi@juniper.net Public Relations Contacts:
Kathy Durr
Tel: 408-745-5058
kdurr@juniper.net

Juniper Networks Prices $350M Senior Convertible Notes Due 2008

SUNNYVALE, CA – May 28, 2003 – Juniper Networks, Inc. (Nasdaq: JNPR) today announced the pricing of $350 million of Zero Coupon Convertible Senior Notes Due June 15, 2008 in a private offering. The initial purchaser of the Notes will have an option to purchase up to $50 million of additional notes. The sale of the Notes is expected to close on June 2, 2003.

The Notes will not bear interest and will have a zero yield-to-maturity. They will be convertible, subject to certain conditions, into Juniper Networks common stock at a conversion price of approximately $20.14 per share, subject to adjustment upon the occurrence of specified events. This represents a 45 percent conversion premium based on the closing price of $13.89 of Juniper Networks common stock on May 27, 2003. Each $1,000 principal amount at maturity will initially be convertible into 49.6512 shares of Juniper Networks common stock. Juniper Networks may not redeem the Notes prior to their maturity.

The Zero Coupon Senior Convertible Notes were placed in a private transaction pursuant to Rule 144A under the Securities Act of 1933. Neither the Notes nor the common stock have been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act.

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EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2