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

January 22, 2004

Date of Report (date of earliest event reported)

NETGEAR, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-50350	77-0419172
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

4500 Great America Parkway
Santa Clara, California 95054

(Address of principal executive offices)

(408) 907-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

TABLE OF CONTENTS

	ITEM 5. Other Events and Regulation FD Disclosure.
	ITEM 7. Financial Statements and Exhibits.
	ITEM 9. Regulation FD Disclosure.
SIGNATURES
EXHIBIT 99.1

ITEM 5. Other Events and Regulation FD Disclosure.

     NETGEAR, Inc. announced today that it intends to file a registration statement with the Securities and Exchange Commission for an underwritten offering with respect to up to 9,000,000 shares of Company Common stock to be offered on behalf of certain selling stockholders. A purpose of the offering is to provide for an orderly distribution of shares, primarily on behalf of certain long-standing financial investors, and to provide a larger public float of Company shares. The Company does not intend to offer shares in the offering. The Company currently expects to file the registration statement during its first fiscal quarter.

ITEM 7. Financial Statements and Exhibits.

(c)	Exhibits
	The following exhibit is furnished herewith:
	99.1	NETGEAR, Inc. Press Release dated January 22, 2004.

ITEM 9. Regulation FD Disclosure.

     On January 22, 2004, NETGEAR, Inc. issued a press release regarding its intention to file a registration statement with the Securities and Exchange Commission for an underwritten offering with respect to up to 9,000,000 shares of Company Common stock to be offered on behalf of certain selling stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

     The information filed under Item 5 to this Form 8-K is incorporated by reference into Item 9 of this Form 8-K.

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.

Dated: January 23, 2004

NETGEAR, Inc.
By:	/s/ Jonathon Mather
	Jonathan Mather
	Executive Vice President and
	Chief Financial Officer

Exhibit
Number	Description
99.1	NETGEAR, Inc. Press Release dated January 22, 2004.

EX-99.1 3 f95829exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 NETGEAR ANNOUNCES SECONDARY COMMON STOCK OFFERING FOR SELLING STOCKHOLDERS NETGEAR DOES NOT INTEND TO SELL SHARES IN THE OFFERING SANTA CLARA, CALIF. - JANUARY 22, 2004 - NETGEAR, Inc., (Nasdaq: NTGR) announced today that it intends to file a registration statement with the Securities and Exchange Commission for an underwritten offering with respect to up to 9,000,000 shares of Company Common stock to be offered on behalf of certain selling stockholders. A purpose of the offering is to provide for an orderly distribution of shares, primarily on behalf of certain long-standing financial investors, and to provide a larger public float of Company shares. The Company does not intend to offer shares in the offering. The Company currently expects to file the registration statement during its first fiscal quarter. The Company's filing of the registration statement and offering are subject to agreement by the selling stockholders to participate, as well as market and other conditions. The number of shares offered by the selling stockholders may be increased or decreased, depending upon market conditions and the registration statement, if filed, may be withdrawn at any time. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 FOR NETGEAR, INC.: Various matters set forth in this press release, such as the intention to file a registration statement on Form S-1, are forward-looking statements. These statements are subject to risks and uncertainties, including without limitation, the general market conditions, the specific market for Company common stock, the performance of the Company's business and other risks detailed from time-to-time in NETGEAR'S SEC filings and reports. (C)2004 NETGEAR, Inc. NETGEAR(R), the NETGEAR Logo, and ProSafe are trademarks or registered trademarks of NETGEAR, Inc. in the United States and/or other countries. Other brand and product names are trademarks or registered trademarks of their respective holders. Information is subject to change without notice. All rights reserved. CONTACTS: Doug Hagan David Pasquale Senior Manager, Public Relations Senior Vice President, Investor Relations NETGEAR, Inc. The Ruth Group (408) 907-8053 (646) 536-7006 doug.hagan@netgear.com dpasquale@theruthgroup.com -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

                    NETGEAR ANNOUNCES SECONDARY COMMON STOCK
                        OFFERING FOR SELLING STOCKHOLDERS

             NETGEAR DOES NOT INTEND TO SELL SHARES IN THE OFFERING

SANTA CLARA, CALIF. - JANUARY 22, 2004 - NETGEAR, Inc., (Nasdaq: NTGR) announced
today that it intends to file a registration statement with the Securities and
Exchange Commission for an underwritten offering with respect to up to 9,000,000
shares of Company Common stock to be offered on behalf of certain selling
stockholders. A purpose of the offering is to provide for an orderly
distribution of shares, primarily on behalf of certain long-standing financial
investors, and to provide a larger public float of Company shares. The Company
does not intend to offer shares in the offering. The Company currently expects
to file the registration statement during its first fiscal quarter.

The Company's filing of the registration statement and offering are subject to
agreement by the selling stockholders to participate, as well as market and
other conditions. The number of shares offered by the selling stockholders may
be increased or decreased, depending upon market conditions and the registration
statement, if filed, may be withdrawn at any time.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
FOR NETGEAR, INC.: Various matters set forth in this press release, such as the
intention to file a registration statement on Form S-1, are forward-looking
statements. These statements are subject to risks and uncertainties, including
without limitation, the general market conditions, the specific market for
Company common stock, the performance of the Company's business and other risks
detailed from time-to-time in NETGEAR'S SEC filings and reports.

(C)2004 NETGEAR, Inc. NETGEAR(R), the NETGEAR Logo, and ProSafe are trademarks
or registered trademarks of NETGEAR, Inc. in the United States and/or other
countries. Other brand and product names are trademarks or registered trademarks
of their respective holders. Information is subject to change without notice.
All rights reserved.


CONTACTS:
Doug Hagan                           David Pasquale
Senior Manager, Public Relations     Senior Vice President, Investor Relations
NETGEAR, Inc.                        The Ruth Group
(408) 907-8053                       (646) 536-7006
doug.hagan@netgear.com               dpasquale@theruthgroup.com